Exhibit 4.1


 





EXECUTION
VERSION


 


CITIGROUP
COMMERCIAL MORTGAGE SECURITIES INC.,

Depositor,


 


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


Master Servicer,


 


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


Special Servicer,


 


PARK
BRIDGE LENDER SERVICES LLC,

Operating Advisor and Asset Representations Reviewer,


 


CITIBANK,
N.A.,

Certificate Administrator,


 


and


 


WILMINGTON
TRUST, NATIONAL ASSOCIATION,

Trustee


 


	POOLING
    AND SERVICING AGREEMENT

    Dated as of December 1, 2019


 


Benchmark
2019-B15 Mortgage Trust

Commercial Mortgage Pass-Through Certificates

Series 2019-B15


 






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TABLE
OF CONTENTS


 


	 	 	Page
	ARTICLE I
	 	 	 
	DEFINITIONS
	Section
    1.01	Defined
    Terms	7
	Section
    1.02	Certain
    Calculations	132
	Section
    1.03	Certain
    Constructions	137
	ARTICLE II
	 	 	 
	CONVEYANCE
    OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES
	 
	Section
    2.01	Conveyance
    of Mortgage Loans	138
	Section
    2.02	 	138
	Section
    2.03	Acceptance
    by the Trustee, the Custodian and the Certificate Administrator	 144
	Section
    2.04	Mortgage
    Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and Breaches
    of Representations and Warranties	147
	Section
    2.05	Representations
    and Warranties of the Depositor	164
	Section
    2.06	Representations,
    Warranties and Covenants of the Master Servicer	166
	Section
    2.07	Representations,
    Warranties and Covenants of the Special Servicer	168
	Section
    2.08	Representations
    and Warranties of the Trustee	170
	Section
    2.09	Representations
    and Warranties of the Certificate Administrator	171
	Section
    2.10	Representations,
    Warranties and Covenants of the Operating Advisor	173
	Section
    2.11	Representations,
    Warranties and Covenants of the Asset	 
	 	Representations
    Reviewer	175
	Section
    2.12	Execution
    and Delivery of Certificates; Issuance of Lower-Tier Regular Interests	176
	Section
    2.13	Miscellaneous
    REMIC and Grantor Trust Provisions	177
	 	 	 
	ARTICLE III
	 	 	 
	ADMINISTRATION
    AND SERVICING OF THE MORTGAGE LOANS
	 
	Section
    3.01	Master
    Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced Mortgage
    Loans	178
	Section
    3.02	Liability
    of the Master Servicer	192
	Section
    3.03	Collection
    of Certain Mortgage Loan Payments	192
	Section
    3.04	Collection
    of Taxes, Assessments and Similar Items; Escrow Accounts	194
	Section
    3.05	Collection
    Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution Account	197
	Section
    3.05A	Loan
    Combination Custodial Account	201
	Section
    3.06	Permitted
    Withdrawals From the Collection Account	204
	Section
    3.06A.	Permitted
    Withdrawals From the Loan Combination Custodial Account	211


 






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	 	 	Page
	 	 	 
	Section
    3.07	Investment
    of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts	216
	Section
    3.08	Maintenance
    of Insurance Policies and Errors and Omissions and Fidelity Coverage	218
	Section
    3.09	Enforcement
    of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions	223
	Section
    3.10	Appraisal
    Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans	230
	Section
    3.11	Trustee,
    Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files	237
	Section
    3.12	Servicing
    Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation	238
	Section
    3.13	Compensating
    Interest Payments	247
	Section
    3.14	Application
    of Penalty Charges and Modification Fees	248
	Section
    3.15	Access
    to Certain Documentation	249
	Section
    3.16	Title
    and Management of REO Properties	251
	Section
    3.17	Sale
    of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans	256
	Section
    3.18	Additional
    Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports to the Serviced
    Companion Loan Holder	264
	Section
    3.19	Lock-Box
    Accounts, Escrow Accounts	265
	Section
    3.20	Property
    Advances	266
	Section
    3.21	Appointment
    of Special Servicer; Asset Status Reports	270
	Section
    3.22	Transfer
    of Servicing Between Master Servicer and Special Servicer; Record Keeping	275
	Section
    3.23	Interest
    Reserve Account	276
	Section
    3.24	Modifications,
    Waivers, Amendments and Other Actions	277
	Section
    3.25	Additional
    Obligations With Respect to Certain Mortgage Loans	283
	Section
    3.26	Certain
    Matters Relating to the Outside Serviced Mortgage Loans	283
	Section
    3.27	Additional
    Matters Regarding Advance Reimbursement	284
	Section
    3.28	Serviced
    Companion Loan Intercreditor Matters	286
	Section
    3.29	Appointment
    and Duties of the Operating Advisor	289
	Section
    3.30	Rating
    Agency Confirmation	295
	Section
    3.31	General
    Acknowledgement Regarding Companion Loan Holders	298
	Section
    3.32	Delivery
    of Excluded Information to the Certificate Administrator	298
	Section
    3.33	[RESERVED]	299
	Section
    3.34	Resignation
    Upon Prohibited Risk Retention Affiliation	299
	 	 	 
	ARTICLE IV
	 	 	 
	DISTRIBUTIONS TO CERTIFICATEHOLDERS
	 	 	 
	Section
    4.01	Distributions	300
	Section
    4.02	Statements
    to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer	312
	Section
    4.03	Compliance
    With Withholding Requirements	333


 






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	 	 	Page
	 	 	 
	Section
    4.04	REMIC
    Compliance	334
	Section
    4.05	Imposition
    of Tax on the Trust REMICs	336
	Section
    4.06	Remittances;
    P&I Advances	337
	Section
    4.07	Grantor
    Trust Reporting	343
	Section
    4.08	Calculations	344
	Section
    4.09	Secure
    Data Room	345
	 	 	 
	ARTICLE V
	 	 	 
	THE CERTIFICATES
	 
	Section
    5.01	The
    Certificates	346
	Section
    5.02	Form
    and Registration	347
	Section
    5.03	Registration
    of Transfer and Exchange of Certificates	351
	Section
    5.04	Mutilated,
    Destroyed, Lost or Stolen Certificates	360
	Section
    5.05	Persons
    Deemed Owners	360
	Section
    5.06	Appointment
    of Paying Agent	360
	Section
    5.07	Access
    to Certificateholders’ Names and Addresses; Special Notices	361
	Section
    5.08	Actions
    of Certificateholders	362
	Section
    5.09	Authenticating
    Agent	363
	Section
    5.10	Appointment
    of Custodian	363
	Section
    5.11	Maintenance
    of Office or Agency	364
	Section
    5.12	Voting
    Procedures	364
	 	 	 
	ARTICLE VI
	 	 	 
	THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER AND THE CONTROLLING CLASS REPRESENTATIVE
	 	 	 
	Section
    6.01	Liability
    of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor	366
	Section
    6.02	Merger
    or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer	367
	Section
    6.03	Limitation
    on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
    Reviewer and Others	367
	Section
    6.04	Limitation
    on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor	369
	Section
    6.05	Rights
    of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer	371
	Section
    6.06	Master
    Servicer, Special Servicer as Owner of a Certificate	372
	Section
    6.07	Rating
    Agency Fees	373
	Section
    6.08	Termination
    of the Special Servicer	373
	Section
    6.09	The
    Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties	380


 






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	 	 	Page
	 	 	 
	ARTICLE VII
	 	 	 
	DEFAULT
	 
	Section
    7.01	Servicer
    Termination Events	389
	Section
    7.02	Trustee
    to Act; Appointment of Successor	396
	Section
    7.03	Notification
    to Certificateholders	397
	Section
    7.04	Other
    Remedies of Trustee	398
	Section
    7.05	Waiver
    of Past Servicer Termination Events and Operating Advisor Termination Events; Termination	398
	Section
    7.06	Termination
    of the Operating Advisor	400
	 	 	 
	ARTICLE VIII
	 	 	 
	CONCERNING THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR
	 	 
	Section
    8.01	Duties
    of the Trustee and the Certificate Administrator	403
	Section
    8.02	Certain
    Matters Affecting the Trustee and the Certificate Administrator	406
	Section
    8.03	Neither
    the Trustee nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans	409
	Section
    8.04	Trustee
    and Certificate Administrator May Own Certificates	411
	Section
    8.05	Payment
    of Trustee/Certificate Administrator Fees and Expenses; Indemnification	411
	Section
    8.06	Eligibility
    Requirements for the Trustee and the Certificate Administrator	414
	Section
    8.07	Resignation
    and Removal of the Trustee or the Certificate Administrator	415
	Section
    8.08	Successor
    Trustee or Successor Certificate Administrator	417
	Section
    8.09	Merger
    or Consolidation of the Trustee or the Certificate Administrator	418
	Section
    8.10	Appointment
    of Co-Trustee or Separate Trustee	418
	Section
    8.11	Access
    to Certain Information	419
	 	 	 
	ARTICLE IX
	 	 	 
	TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE
	 	 	 
	Section
    9.01	Termination;
    Optional Mortgage Loan Purchase	422
	 	 	 
	ARTICLE X
	 	 	 
	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE
	 	 
	Section
    10.01	Intent
    of the Parties; Reasonableness	426
	Section
    10.02	Succession;
    Sub-Servicers; Subcontractors.	427
	Section
    10.03	Filing
    Obligations	429
	Section
    10.04	Form
    10-D and Form ABS-EE Filings.	431
	Section
    10.05	Form
    10-K Filings	435
	Section
    10.06	Sarbanes-Oxley
    Certification	439


 






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	 	 	Page
	 	 	 
	Section
    10.07	Form
    8-K Filings	439
	Section
    10.08	Annual
    Compliance Statements	442
	Section
    10.09	Annual
    Reports on Assessment of Compliance With Servicing Criteria	443
	Section
    10.10	Annual
    Independent Public Accountants’ Servicing Report	445
	Section
    10.11	Significant
    Obligors	446
	Section
    10.12	Indemnification	447
	Section
    10.13	Amendments	450
	Section
    10.14	Regulation
    AB Notices	450
	Section
    10.15	Termination
    of the Certificate Administrator	451
	Section
    10.16	Termination
    of the Master Servicer or the Special Servicer	451
	Section
    10.17	Termination
    of Sub-Servicing Agreements	451
	Section
    10.18	Notification
    Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan	452
	Section
    10.19	Termination
    of Exchange Act Filings With Respect to the Trust	454
	 	 	 
	ARTICLE XI
	 	 	 
	ASSET REVIEW PROVISIONS
	 	 	 
	Section
    11.01	Asset
    Review	455
	Section
    11.02	Payment
    of Asset Representations Asset Review Fee and Expenses; Limitation of Liability	462
	Section
    11.03	Resignation
    of the Asset Representations Reviewer	463
	Section
    11.04	Restrictions
    of the Asset Representations Reviewer	463
	Section
    11.05	Termination
    of the Asset Representations Reviewer	464
	 	 	 
	ARTICLE XII
	 	 	 
	MISCELLANEOUS PROVISIONS
	 	 	 
	Section
    12.01	Counterparts	467
	Section
    12.02	Limitation
    on Rights of Certificateholders	467
	Section
    12.03	Governing
    Law	468
	Section
    12.04	Notices	468
	Section
    12.05	Severability
    of Provisions	476
	Section
    12.06	Notice
    to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency	476
	Section
    12.07	Amendment	478
	Section
    12.08	Confirmation
    of Intent	482
	Section
    12.09	Third-Party
    Beneficiaries	482
	Section
    12.10	Request
    by Certificateholders or the Serviced Companion Loan Holder	483
	Section
    12.11	Waiver
    of Jury Trial	483
	Section
    12.12	Submission
    to Jurisdiction	483
	Section
    12.13	Exchange
    Act Rule 17g-5 Procedures	483
	Section
    12.14	Cooperation
    With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements	489
	Section
    12.15	PNC
    Bank, National Association	490







  






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	TABLE
    OF EXHIBITS
	Exhibit A-1	Form
    of Class A-1 Certificate
	Exhibit A-2	Form
    of Class A-2 Certificate
	Exhibit A-3	Form
    of Class A-3 Certificate
	Exhibit A-4	Form
    of Class A-4 Certificate
	Exhibit
    A-5	Form
    of Class A-5 Certificate
	Exhibit A-6	Form
    of Class A-AB Certificate
	Exhibit A-7	Form
    of Class X-A Certificate
	Exhibit A-8	Form
    of Class A-S Certificate
	Exhibit A-9	Form
    of Class B Certificate
	Exhibit A-10	Form
    of Class C Certificate
	Exhibit
    A-11	Form
    of Class X-B Certificate
	Exhibit
    A-12	Form
    of Class X-D Certificate
	Exhibit
    A-13	Form
    of Class X-F Certificate
	Exhibit
    A-14	Form
    of Class D Certificate
	Exhibit A-15	Form
    of Class E Certificate
	Exhibit
    A-16	Form
    of Class F Certificate
	Exhibit A-17	Form
    of Class G-RR Certificate
	Exhibit A-18	Form
    of Class J-RR Certificate
	Exhibit A-19	Form
    of Class R Certificate
	Exhibit
    A-20	Form
    of Class VRR Certificate
	Exhibit
    A-21	Form
of Class S Certificate1
	Exhibit B	Mortgage
    Loan Schedule
	Exhibit C	Form
    of Request for Release
	Exhibit D	Form
    of Distribution Date Statement
	Exhibit E	Form
    of Transfer Certificate for Rule 144A Global Certificate to Temporary Regulation S Global Certificate
	Exhibit F	Form
    of Transfer Certificate for Rule 144A Global Certificate to Regulation S Global Certificate
	Exhibit G	Form
    of Transfer Certificate for Temporary Regulation S Global Certificate to Rule 144A Global Certificate during Restricted
    Period
	Exhibit H	Form
    of Certification to be given by Certificate Owner of Temporary Regulation S Global Certificate
	Exhibit I	Form
    of Transfer Certificate for Non-Book Entry Certificate to Temporary Regulation S Global Certificate
	Exhibit J	Form
    of Transfer Certificate for Non-Book Entry Certificate to Regulation S Global Certificate
	Exhibit K	Form
    of Transfer Certificate for Non-Book Entry Certificate to Rule 144A Global Certificate
	Exhibit L-1	Form
    of Affidavit Pursuant to Sections 860D(a)(6)(A) and 860E(e)(4) of the Internal Revenue Code of 1986, as Amended
	Exhibit L-2A	Form
    of Transferor Letter for Transfer of Class R Certificates
	Exhibit L-2B	Form
    of Transferor Letter for Transfer of Non-Book Entry Certificates (other than Public Certificates)



 


 









1 To be issued only if the Trust Fund includes
ARD Mortgage Loans on the Closing Date 






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	Exhibit L-3	Form
    of Transferee Letter
	Exhibit L-4	Form
    of Investment Representation Letter
	Exhibit L-5A	Form
    of Transferee Certificate for Transfer of VRR Interest
	Exhibit
    L-5B	Form
    of Transferee Certificate for Transfer of HRR Interest
	Exhibit L-6A	Form
    of Transferor Certificate for Transfer of VRR Interest
	Exhibit
    L-6B	Form
    of Transferor Certificate for Transfer of HRR Interest
	Exhibit M-1A	Form
    of Investor Certification for Non-Borrower Party (for persons other than the Controlling Class Representative, a Controlling
    Class Certificateholder)
	Exhibit
    M-1B	Form
    of Investor Certification for Non-Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder)
	Exhibit
    M-1C	Form
    of Investor Certification for Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder)
	Exhibit
    M-1D	Form
    of Investor Certification for Borrower Party (for persons other than the Controlling Class Representative, a Controlling
    Class Certificateholder, a Risk Retention Consultation Party, a Holder of Class VRR Certificate(s))
	Exhibit
    M-1E	Form
    of Investor Certification for Borrower Party (for a Risk Retention Consultation Party or a Holder of Class VRR Certificate(s))
	Exhibit
    M-1F	Form
    of Notice of Excluded Controlling Class Holder
	Exhibit
    M-1G	Form
    of Notice of Excluded Controlling Class Holder to Certificate Administrator
	Exhibit
    M-1H	Form
    of Certification of the Controlling Class Representative
	Exhibit
    M-1I	Form
    of Certification of a Risk Retention Consultation Party
	Exhibit M-2A	Form
    of Investor Certification for Exercising Voting Rights or Voting Rights for Non-Borrower Party
	Exhibit M-2B	Form
    of Investor Certification for Exercising Voting Rights or Voting Rights for Borrower Party
	Exhibit M-3	Form
    of Online Vendor Certification
	Exhibit M-4	Form
    of Confidentiality Agreement
	Exhibit M-5	Form
    of NRSRO Certification
	Exhibit N	Custodian
    Certification
	Exhibit O	Servicing
    Criteria to be Addressed in Assessment of Compliance
	Exhibit P	[Reserved]
	Exhibit Q	Retained
    Defeasance Rights and Obligations Mortgage Loans
	Exhibit R	Form
    of Operating Advisor Annual Report
	Exhibit S	Sub-Servicing
    Agreements
	Exhibit T	Form
    of Recommendation of Special Servicer Termination
	Exhibit U	Additional
    Form 10-D Disclosure
	Exhibit V	Additional
    Form 10-K Disclosure
	Exhibit W-1	Form
    of Additional Disclosure Notification
	Exhibit
    W-2	Form
    of Additional Disclosure Notification (Accounts)
	Exhibit
    W-3	Form
    of Notice of Additional Indebtedness Notification
	Exhibit X	Form Certification
    to be Provided with Form 10-K



 






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	Exhibit Y-1	Form
    of Certification to be Provided to Depositor by the Certificate Administrator
	Exhibit Y-2	Form
    of Certification to be Provided to Depositor by the Master Servicer
	Exhibit Y-3	Form
    of Certification to be Provided to Depositor by the Special Servicer
	Exhibit Y-4	Form
    of Certification to be Provided to Depositor by the Operating Advisor
	Exhibit
    Y-5	Form
    of Certification to be Provided to Depositor by the Custodian
	Exhibit
    Y-6	Form
    of Certification to be Provided to Depositor by the Trustee
	Exhibit
    Y-7	Form
    of Certification to be Provided to Depositor by the Asset Representations Reviewer
	Exhibit
    Y-8	Form
    of Certification to be Provided to Depositor by a Sub-Servicer
	Exhibit Z	Form 8-K
    Disclosure Information
	Exhibit AA-1	Form
    of Power of Attorney for Master Servicer
	Exhibit
    AA-2	Form
    of Power of Attorney for Special Servicer
	Exhibit BB	Class A-AB
    Scheduled Principal Balance
	Exhibit CC-1	Form
    of Transferor Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit
    CC-2	Form
    of Transferee Certificate for Transfer of the Excess Servicing Fee Rights
	Exhibit
    DD	Form
    of Notice and Certification Regarding Defeasance of Mortgage Loan
	Exhibit
    EE	[Reserved]
	Exhibit
    FF-1	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Century Plaza Towers)
	Exhibit
    FF-2	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Harvey Building Products)
	Exhibit
    FF-3	Form
    of Notice Regarding Outside Serviced Mortgage Loan (City Hyde Park)
	Exhibit
    FF-4	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Tysons Tower)
	Exhibit
    FF-5	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Legends at Village West)
	Exhibit
    FF-6	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Elston Retail Collection)
	Exhibit
    FF-7	Form
    of Notice Regarding Outside Serviced Mortgage Loan (600 & 620 National Avenue)
	Exhibit
    FF-8	Form
    of Notice Regarding Outside Serviced Mortgage Loan (The Essex)
	Exhibit
    FF-9	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Osborn Triangle)
	Exhibit
    FF-10	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Sunset North)



 






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	Exhibit
    FF-11	Form
    of Notice Regarding Outside Serviced Mortgage Loan (Hilton Cincinnati Netherland Plaza)
	Exhibit
    FF-12	Form
    of Notice Regarding Outside Serviced Mortgage Loan (8 West Centre)
	Exhibit
    GG	Specified
    Mortgage Loans
	Exhibit
    HH	Form
    of Asset Review Report
	Exhibit
    II	Form
    of Asset Review Report Summary
	Exhibit
    JJ	Asset
    Review Procedures
	Exhibit
    KK	Form
    of Certification to Certificate Administrator Requesting Access to Secure Data Room
	Exhibit
    LL	Form
    of Notice of [Additional Delinquent Mortgage Loan][Cessation of Delinquent Mortgage Loan][Cessation of Asset Review Trigger]
	Exhibit
    MM	Form
    of Certificate Administrator Receipt in Respect of Risk Retention Certificates



 






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Pooling
and Servicing Agreement, dated as of December 1, 2019, among Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor, Park Bridge Lender Services
LLC, as Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee.


 


PRELIMINARY
STATEMENT:


 


(Terms
used but not defined in this Preliminary

Statement shall have the meanings

specified in Article I hereof)


 


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


 


LOWER-TIER
REMIC


 


The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and will issue (i) 15 classes of uncertificated
Lower-Tier Regular Interests (designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5,
Class LA-AB, Class LA-S, Class LB, Class LC, Class LD, Class LE, Class LF, Class LG-RR,
Class LJ-RR and Class LVRR Lower-Tier Regular Interests, respectively), each of which will constitute a class of “regular
interests” in the Lower-Tier REMIC, and (ii) the Lower-Tier Residual Interest, which will be the sole class of “residual
interests” in the Lower-Tier REMIC and will be evidenced by the Class R Certificates.


 


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


 


	Designation of Lower-Tier Regular Interest	 	Interest Rate	 	Original Lower-Tier Principal Balance
	Class LA-1	 	 	(1	)	 	$	15,769,000	 
	Class LA-2	 	 	(1	)	 	$	48,560,000	 
	Class LA-3	 	 	(1	)	 	$	24,167,000	 
	Class LA-4	 	 	(1	)	 	$	75,000,000	 
	Class LA-5	 	 	(1	)	 	$	385,107,000	 



 






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	Class LA-AB	 	 	(1	)	 	$	24,285,000	 
	Class LA-S	 	 	(1	)	 	$	61,380,000	 
	Class LB	 	 	(1	)	 	$	40,921,000	 
	Class LC	 	 	(1	)	 	$	36,829,000	 
	Class LD	 	 	(1	)	 	$	23,529,000	 
	Class LE	 	 	(1	)	 	$	17,391,000	 
	Class LF	 	 	(1	)	 	$	21,483,000	 
	Class LG-RR	 	 	(1	)	 	$	8,184,000	 
	Class LJ-RR	 	 	(1	)	 	$	35,806,491	 
	Class LVRR	 	 	(1	)	 	$	28,200,000	 



 





 






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


 


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


 


UPPER-TIER
REMIC


 


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


 


The
following table sets forth the approximate initial pass-through rate and the original Certificate Balance or, in the case of the
Class X-A, Class X-B, Class X-D and Class X-F Certificates, original Notional Amount, as applicable, for each
Class of Regular Certificates:


 


	Class Designation
	 	Approximate
Initial Pass-Through Rate (per annum)
	 	Original
Certificate Balance / Original Notional Amount 

	Class A-1	 	 	2.0030	%	 	$	15,769,000	 
	Class A-2	 	 	2.9140	%	 	$	48,560,000	 
	Class A-3	 	 	2.6670	%	 	$	24,167,000	 
	Class A-4	 	 	2.6730	%	 	$	75,000,000	 
	Class A-5	 	 	2.9280	%	 	$	385,107,000	 
	Class A-AB	 	 	2.8590	%	 	$	24,285,000	 
	Class X-A(1)	 	 	0.9494	%	 	$	634,268,000	 
	Class A-S	 	 	3.2310	%	 	$	61,380,000	 



 






     - 2 -


     


    

 


	Class B	 	 	3.5640	%	 	$	40,921,000	 
	Class C	 	 	3.8399	%	 	$	36,829,000	 
	Class X-B(1)	 	 	0.2759	%	 	$	40,921,000	 
	Class X-D(1)	 	 	1.0899	%	 	$	40,920,000	 
	Class X-F(1)	 	 	1.0899	%	 	$	21,483,000	 
	Class D	 	 	2.7500	%	 	$	23,529,000	 
	Class E	 	 	2.7500	%	 	$	17,391,000	 
	Class F	 	 	2.7500	%	 	$	21,483,000	 
	Class G-RR	 	 	3.8399	%	 	$	8,184,000	 
	Class J-RR	 	 	3.8399	%	 	$	35,806,491	 
	Class VRR (2)	 	 	(3)	 	$	28,200,000	(4)



 





 









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





(2)       The
Class VRR Certificates collectively constitute the VRR Interest and evidence the Class VRR Upper-Tier Regular Interest. If the
Grantor Trust is established, the Class VRR Certificates will also evidence undivided beneficial interests in the VRR Specific
Grantor Trust Assets.





(3)       Except
for tax reporting purposes, the Class VRR Certificates will not have a specified Pass-Through Rate, but will be entitled
to interest on any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date. For tax reporting
purposes, the Class VRR Certificates (insofar as they evidence the Class VRR Upper-Tier Regular Interest) will accrue interest
at the WAC Rate in effect from time to time.





(4)       $28,200,000
is also the Original Certificate Balance of the Class VRR Certificates.


 


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


 


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


 


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

	Class A-1	Class LA-1	Class A-1
	Class A-2	Class LA-2	Class A-2
	Class A-3	Class LA-3	Class A-3
	Class A-4	Class LA-4	Class A-4
	Class A-5	Class LA-5	Class A-5
	Class A-AB	Class LA-AB	Class A-AB
	Class A-S	Class LA-S	Class A-S
	Class B	Class LB	Class B
	Class C	Class LC	N/A



 






     - 3 -


     


    

 


	Class D	Class LD	Class D
	Class E	Class LE	Class E
	Class F	Class LF	Class
    F
	Class G-RR	Class LG-RR	N/A
	Class J-RR	Class LJ-RR	N/A
	Class VRR	Class LVRR	N/A


 





 









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


 


GRANTOR
TRUST


 


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


 


LOAN
COMBINATIONS


 


The
following table (the “Loan Combination Table”) identifies, by loan number for the related Mortgage Loan and
name of the related Mortgaged Property or portfolio of Mortgaged Properties (in each case as set forth on the Mortgage Loan Schedule),
each of the Loan Combinations related to the Trust as of the Closing Date, and further, with respect to each such Loan Combination,
sets forth or otherwise identifies as of the Closing Date: (1) whether the subject Loan Combination is a Serviced Loan Combination,
an Outside Serviced Loan Combination or a Servicing Shift Loan Combination; (2) in the case of an Outside Serviced Loan Combination,
the applicable Outside Servicing Agreement; (3) the date of the related Co-Lender Agreement; and (4) the Note(s) that evidences
or collectively evidence, as applicable, (a) the related Mortgage Loan, (b) any related Pari Passu Companion Loan(s) and (c) any
related Subordinate Companion Loan(s).


 


	Loan
No. for related Mortgage Loan 
	Name
of related Mortgaged Property or Portfolio of Mortgaged Properties 
	Servicing
Type 
	Outside
Servicing Agreement 
	Date
of Co-Lender Agreement 
	Mortgage
Loan 
	Pari
Passu Companion Loan(s) 
	Subordinate
Companion Loan(s) 

	3

         
	Century
        Plaza Towers

	Outside
    Serviced	CPTS
    2019-CPT TSA 	October
    21, 2019	Notes
        A-1-C1,


        A-1-C2

	Notes
        A-1-S1,


        A-1-S2,


        A-1-S3,


        A-2-S1,


        A-2-S2,


        A-2-S3,


        A-2-C1,

         

         


	N/A



 






     - 4 -


     


    

 


 


	Loan
No. for related Mortgage Loan 
	Name
of related Mortgaged Property or Portfolio of Mortgaged Properties 
	Servicing
Type 
	Outside
Servicing Agreement 
	Date
of Co-Lender Agreement 
	Mortgage
Loan 
	Pari
Passu Companion Loan(s) 
	Subordinate
Companion Loan(s) 

	 	 	 	 	 	 	        A-2-C3,


        A-2-C4,


        A-3-S1,


        A-3-S2,


        A-3-S3,


        A-3-C1,


        A-3-C3,


        A-1-C4,


        A-1-C5,


        A-1-C3,


        A-1-C8,


        A-1-C6,


        A-1-C7,


        A-2-C2,


        A-2-C5,


        A-2-C6,


        A-2-C7,


        A-3-C2,


        A-3-C5,


        A-3-C4,


        B-1,


        B-2,


        B-3

	 
	 	 	 	 	 	 	 	 
	4

         
	Harvey
        Building Products

	Outside
        Serviced

	Benchmark
    2019-B14 PSA 	October
    21, 2019	Note
    A-3	Notes
        A-1-1, A-1-2,


        A-2

	N/A
	 	 	 	 	 	 	 	 
	5

         
	Austin
        Landing Mixed-Use

	Serviced

	N/A	November
    14, 2019	Note
    A-1	Note
    A-2	Note
    B
	 	 	 	 	 	 	 	 
	7

         
	City
    Hyde Park	Outside
        Serviced

	Benchmark
    2019-B13 PSA 	September
    17, 2019	Notes
        A-2-B,


        A-3

	Notes
    A-1, A-2-A	N/A
	 	 	 	 	 	 	 	 
	9

         
	Tysons
        Tower

	Outside
    Serviced	BANK
    2019-BNK21 PSA 	October
    23, 2019	Notes
    A-5, A-7	Notes
        A-1, A-2,


        A-3,


        A-4,


        A-6

	N/A
	 	 	 	 	 	 	 	 
	10

         
	Legends
        at Village West

	Outside
    Serviced	Benchmark
    2019-B14 PSA	November
    1, 2019	Note
    A-3	Notes
    A-1, A-2	N/A
	 	 	 	 	 	 	 	 
	12

         
	The
        Elston Retail Collection

	Outside
    Serviced	COMM
    2019-GC44	October
    31, 2019	Note
    A-1	Note
    A-2	N/A
	 	 	 	 	 	 	 	 
	13

         
	600
        & 620 National Avenue

	Outside
    Serviced	UBSCM
    2019-C17 PSA 	November
    20, 2019	Notes
        A-2-1-B,


        A-2-2-B,


        A-2-3

	Notes
        A-1-1, A-1-2,


        A-2-1-A,


        A-2-2-A

	N/A
	 	 	 	 	 	 	 	 
	14

         
	The
    Essex	Outside
        Serviced

	Benchmark
    2019-B14 PSA 	November
    1, 2019	Note
    A-1-2	Notes
        A-1-1, A-1-3,


        A-1-4,


        B-2

	Note
    B-1



 






     - 5 -


     


    

 


 


	Loan
No. for related Mortgage Loan 
	Name
of related Mortgaged Property or Portfolio of Mortgaged Properties 
	Servicing
Type 
	Outside
Servicing Agreement 
	Date
of Co-Lender Agreement 
	Mortgage
Loan 
	Pari
Passu Companion Loan(s) 
	Subordinate
Companion Loan(s) 

	16

         
	Osborn
    Triangle	Outside
        Serviced

	JPMCC
    2019-OSB TSA 	June
    13, 2019	Note
    A-5-1-A	Notes
        A-1, A-2,


        A-3,


        A-4-1,


        A-6-1,


        B-1

	N/A
	17	Sunset
    North	Outside
        Serviced

	Benchmark
    2019-B13 PSA 	September
    10, 2019	Note
    A-4	Notes
        A-1


        A-2,


        A-3

	N/A
	18	Hilton
        Cincinnati Netherland Plaza

	Outside
        Serviced

	Benchmark
    2019-B14 PSA 	October
    24, 2019	Note
    A-3	Notes
        A-1,


        A-2

	N/A
	19	8
        West Centre

	Outside
        Serviced

	Benchmark
    2019-B14 PSA 	October
    22, 2019	Note
    A-2	Note
    A-1	N/A


 





 



  


CREDIT
RISK RETENTION


 


On
the Closing Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, CREFI an “originator” (within the meaning
of Regulation RR) of Mortgage Loans and/or portions thereof representing approximately 37.18% of the aggregate Cut-off Date Balance
of all the Mortgage Loans, will receive from the Depositor $10,485,963 of the VRR Interest (such portion of the VRR Interest,
the “VRR1 Interest”), in exchange for a reduction in the price that CREFI is to receive for its sale to the
Depositor of the Mortgage Loans and/or portions thereof that it is transferring to the Depositor.


 


On
the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, DBNY, an “majority-owned affiliate” (within
the meaning of Regulation RR) of GACC, will receive, as partial consideration for the Mortgage Loans and/or portions thereof that
GACC is transferring to the Depositor, $6,996,760 of the VRR Interest (such portion of the VRR Interest, the “VRR2 Interest”).


 


On
the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, JPMCB, an “originator” (within the meaning
of Regulation RR) of Mortgage Loans and/or portions thereof representing approximately 38.00% of the aggregate Cut-off Date Balance
of all the Mortgage Loans, will receive from the Depositor $10,717,277 of the VRR Interest (such portion of the VRR Interest,
the “VRR3 Interest”), in exchange for a reduction in the price that JPMCB is to receive for its sale to the
Depositor of the Mortgage Loans and/or portions thereof that it is transferring to the Depositor.


 


On
the Closing Date, the Third Party Purchaser will purchase from the Initial Purchasers for cash the Class G-RR and Class J-RR
Certificates. The Class G-RR and Class J-RR Certificates


 






     - 6 -


     


    

 


that the Third Party Purchaser is purchasing are collectively
referred to in this Agreement as the “HRR Interest.”


 


As
of the Cut-Off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $846,611,492.


 


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


 


Article
I



DEFINITIONS


 


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


 


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


 


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


 


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


 


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


 


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


 


“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination), any Default arising when
the related Loan Documents require that the related Mortgagor must maintain all risk casualty insurance or other insurance that
covers damages or losses arising from acts of terrorism and the Special Servicer has determined, in its reasonable judgment in
accordance with the Servicing Standard (and with the consent of the applicable Directing Holder and after non-binding consultation
with any applicable Consulting


 






     - 7 -


     


    

 


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


 


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


 


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


 


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


 


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


 


“Additional
Debt”: With respect to any Mortgage Loan, any debt owed by the related Mortgagor to a party other than the lender under
such Mortgage Loan that is secured by the related Mortgaged Property.


 


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


 


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


 


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


 


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


 






     - 8 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     - 9 -


     


    

 


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


 


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


 


“Affiliate”:
With respect to any specified Person, any other Person controlling or controlled by or under common control with such specified
Person; provided that, solely for the purposes of the definition of “Borrower Party”, the term “Affiliate”
means, with respect to any specified Person, (i) any other Person controlling or controlled by or under common control with such
specified Person or (ii) any other Person that owns, directly or indirectly, 25% or more of the beneficial interests in such specified
Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power
to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities,
by contract or otherwise, and the terms “controlling” and “controlled” have meanings correlative to the
foregoing. Upon reasonable request of the Trustee and/or the Certificate Administrator, the Trustee and/or the Certificate Administrator
may obtain and rely on an Officer’s Certificate of the Master Servicer, the Special Servicer or the Depositor to determine
whether any Person is an Affiliate of such party.


 


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


 


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


 


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


 


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


 


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


 


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


 






     - 10 -


     


    

 


(iv)        Yield
Maintenance Charges on the Mortgage Loans;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(e)           with
respect to each Actual/360 Mortgage Loan and any Distribution Date occurring in each March (or February, if the related Distribution
Date is the final Distribution Date), commencing in 2020, the Withheld Amounts remitted to the Lower-Tier REMIC Distribution Account
pursuant to Section 3.23 of this Agreement.


 






     - 11 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Ancillary
Fees”: With respect to any Serviced Loan, any and all demand fees, beneficiary statement charges, fees for insufficient
or returned checks and other usual and customary charges and fees (other than Modification Fees, Consent Fees, Penalty Charges,


 






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Assumption Fees, assumption application fees and defeasance fees) actually received from the related Mortgagor.


 


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


 


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


 


“Applicable
Laws”: As defined in Section 3.01(l), Section 3.21(h) and Section 8.02(h), respectively,
of this Agreement.


 


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


 


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


 


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


 


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


 


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


 






     - 13 -


     


    

 


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


 






     - 14 -


     


    

 


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


 


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


 






     - 15 -


     


    

 


Appraisal
Reduction Amounts with respect to each Serviced Loan Combination shall be allocated, first, to any related Serviced Subordinate
Companion Loan(s) (up to the outstanding principal balance(s) thereof), and then, to the related Serviced Mortgage Loan
and any related Serviced Pari Passu Companion Loan(s) on a pro rata and pari passu basis in accordance with the respective outstanding
principal balances of such Serviced Mortgage Loan and the related Serviced Pari Passu Companion Loan(s). Notwithstanding the foregoing,
if so provided in the related Co-Lender Agreement, the holder of a Serviced Subordinate Companion Loan may be permitted to post
cash or a letter of credit to offset all or some portion of an Appraisal Reduction Amount.


 


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


 


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


 






     - 16 -


     


    

 


Non-Vertically Retained Principal Balance Certificates (other than the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5 and Class A-AB Certificates) has been reduced to zero. The Special Servicer shall notify
the Master Servicer and the Master Servicer shall notify the Special Servicer, as applicable, promptly upon the occurrence of
any of the foregoing events.


 


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


 


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


 


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


 


“Arbitration
Rules”: As defined in Section 2.04(i)(i).


 


“Arbitration
Services Provider”: As defined in Section 2.04(i)(i).


 


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


 


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


 


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


 


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


 


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


 


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


 






     - 17 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     - 18 -


     


    

 


Combination, on behalf of the Trust
and the related Serviced Companion Loan Holder(s)) pursuant to Section 3.09(a) of this Agreement or paid by the related
Mortgagor with respect to any transfer of an interest in such Mortgagor pursuant to Section 3.09(a) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


“BANK
2019-BNK21 PSA”: The Pooling and Servicing Agreement, dated a as of October 1, 2019, among Banc of America Merrill Lynch
Commercial Mortgage Inc., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations reviewer, as the same may be
amended from time to time in accordance


 






     - 19 -


     


    

 


with the terms thereof, pursuant to which the BANK 2019-BNK21, Commercial Mortgage Pass-Through
Certificates, Series 2019-BNK21 were issued.


 


“Benchmark
2019-B13 PSA”: The 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, as the same may be amended from time to time in accordance with the terms thereof, pursuant
to which the Benchmark 2019-B13 Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2019-B13 were issued.


 


“Benchmark
2019-B14 PSA”: The Pooling and Servicing Agreement, dated as of November 1, 2019, between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank, National Association,
as certificate administrator and as trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations
reviewer, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the Benchmark 2019-B14
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B14 were issued.


 


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


 


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


 


“Breach”:
As defined in Section 2.04(a) of this Agreement.


 


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


 


“Calculation
Rate”: A discount rate appropriate for the type of cash flows being discounted, namely (i) for principal and interest
payments on a Mortgage Loan or Companion Loan or proceeds from the sale of a Defaulted Mortgage Loan or Defaulted Companion Loan,
the highest of (1) the rate determined by the Master Servicer or the Special Servicer, as applicable, that approximates the
market rate that would be obtainable by the Mortgagors on similar debt of


 






     - 20 -


     


    

 


the Mortgagors as of such date of determination, (2) the
Mortgage Rate and (3) the yield on 10-year U.S. treasuries and (ii) for all other cash flows, including property cash
flow, the “discount rate” set forth in the most recent Appraisal (or update of such Appraisal).


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     - 21 -


     


    

 


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


 


“Certificateholder”:
With respect to any Certificate, the Person whose name is registered in the Certificate Register (including, solely for the purposes
of distributing reports, statements or other information pursuant to this Agreement, Certificate Owners or potential transferees
of Certificates to the extent the Person distributing such information has been provided with an appropriate Investor Certification
by or on behalf of such Certificate Owner or potential transferee); provided, however, that


 


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


 


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


 


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


 


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


 






     - 22 -


     


    

 


“Certificateholder
Quorum”: A quorum that: (a) for purposes of a vote to terminate and replace the Special Servicer or the Asset Representations
Reviewer at the request of the Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the
application of any Appraisal Reduction Amounts) pursuant to Section 6.08(a) or Section 11.05(b), as applicable,
of this Agreement, consists of the Holders of Certificates evidencing at least 50% of the Voting Rights (taking into account the
allocation of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the respective Classes of Principal
Balance Certificates) of all Certificates, on an aggregate basis, and (b) for purposes of a vote to terminate and replace the
Special Servicer based on a recommendation of the Operating Advisor pursuant to Section 6.08(b) of this Agreement,
consists of the Holders of Certificates evidencing at least 20% of the aggregate of the outstanding principal balances of all
Certificates, with such quorum including at least three (3) Holders (and/or, where Global Certificates are involved, Certificate
Owners) of Certificates that are not Risk Retention Affiliated with each other. 


 


“Certificateholder
Repurchase Request”: As defined in Section 2.04(f) of this Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Class A-1
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.0030%.


 


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


 


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


 


“Class A-2
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.9140%.


 






     - 23 -


     


    

 


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


 


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


 


“Class A-3
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.6670%.


 


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


 


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


 


“Class A-4
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.6730%.


 


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


 


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


 


“Class A-5
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.9280%.


 


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


 


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


 


“Class A-AB
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.8590%.


 


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


 


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


 


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


 


“Class A-S
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.2310% and (b) the
WAC Rate for such Distribution Date.


 






     - 24 -


     


    

 


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


 


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


 


“Class B
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to the lesser of (a) 3.5640% and (b) the
WAC Rate for such Distribution Date.


 


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


 


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


 


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


 


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


 


“Class D
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.7500%.


 


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


 


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


 


“Class E
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.7500%.


 


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


 


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


 


“Class F
Pass-Through Rate”: For any Distribution Date, a per annum rate equal to 2.7500%.


 


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


 






     - 25 -


     


    

 


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


 


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


 


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


 


“Class R
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-19 hereto. The Class R Certificates have no Pass-Through
Rate, Certificate Balance or Notional Amount.


 


“Class
S Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-21 hereto and evidencing an undivided beneficial interest in the
Class S Specific Grantor Trust Assets; provided that the Class S Certificate will not be issued unless the Trust Fund includes
ARD Mortgage Loans on the Closing Date. If issued, the Class S Certificates have no Pass-Through Rate, Certificate Balance or
Notional Amount. Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be no Class S Specific
Grantor Trust Assets and the Class S Certificates will not be issued. Accordingly, all references in this Agreement to “Class
S Certificate” and “Class S Certificates” shall be disregarded.


 


“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of the Non-Vertically Retained Percentage
of any Excess Interest collected on the ARD Mortgage Loans and the Non-Vertically Retained Percentage of amounts held from time
to time in the Excess Interest Distribution Account (if established). Because the Trust Fund will not include ARD Mortgage Loans
as of the Closing Date, there will be no Class S Specific Grantor Trust Assets. Accordingly, all references in this Agreement
to “Class S Specific Grantor Trust Assets” shall be disregarded.


 


“Class VRR
Certificate”: Any one of the Certificates executed and authenticated by the Certificate Administrator or the Authenticating
Agent in substantially the form set forth in Exhibit A-20 hereto. The Class VRR Certificates constitute a class of
“regular interests”, within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC. If there had been VRR
Specific Grantor Trust Assets, the Class VRR Certificates would have evidenced undivided beneficial interests in a portion of
such VRR Specific Grantor Trust Assets. For tax reporting purposes, the Class VRR Certificates will accrue interest at the WAC
Rate in effect from time to time.


 


“Class VRR
Upper-Tier Regular Interest”: A class of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Upper-Tier REMIC, with the designation “Class VRR”. The beneficial interest in the Class VRR Upper-Tier
Regular Interest is evidenced by the Class VRR Certificates and the Class VRR Upper-Tier Regular Interest will have
a Certificate Balance equal to the Certificate Balance of the Class VRR Certificates from time to


 






     - 26 -


     


    

 


time. For tax reporting
purposes, the Class VRR Upper-Tier Regular Interest and the Class VRR Certificates (insofar as they represent undivided
beneficial interests in the Class VRR Upper-Tier Regular Interest) will accrue interest at the WAC Rate in effect from time
to time.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






     - 27 -


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Closing
Date”: December 18, 2019.


 


“CMBS”:
Commercial mortgage-backed securities.


 






     - 28 -


     


    

 


“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.


 


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


 


“Collateral
Deficiency Amount”: With respect to any AB Modified Loan as of any date of determination, the excess of (i) the
Stated Principal Balance of such AB Modified Loan (taking into account the related junior note(s) included therein), over (ii) the
sum of (in the case of a Loan Combination, solely to the extent allocable to the subject Mortgage Loan) (x) the most recent
Appraised Value for the related Mortgaged Property or Mortgaged Properties, plus (y) solely to the extent not reflected or
taken into account in such Appraised Value and to the extent on deposit with, or otherwise under the control of, the lender as
of the date of such determination, any capital or additional collateral contributed by the related Mortgagor at the time the subject
Mortgage Loan became (and as part of the modification related to) such AB Modified Loan for the benefit of the related Mortgaged
Property or Mortgaged Properties (provided, that in the case of an Outside Serviced Mortgage Loan, the amounts set forth in this
clause (y) will be taken into account solely to the extent relevant information is received by the Master Servicer), plus
(z) any other escrows or reserves (in addition to any amounts set forth in the immediately preceding clause (y)) held
by the lender in respect of such AB Modified Loan as of the date of such determination. The Certificate Administrator, the Master
Servicer (in the case of calculations made by the Special Servicer), the Special Servicer (in the case of calculations made by
the Master Servicer) and the Operating Advisor (other than with respect to any Collateral Deficiency Amount calculations that
the Operating Advisor is required to review, recalculate and/or verify pursuant to Section 3.29) shall be entitled
to conclusively rely on the Master Servicer’s or the Special Servicer’s calculation or determination of any Collateral
Deficiency Amount.


 


“Collection
Account”: The account or accounts created and maintained by the Master Servicer pursuant to Section 3.05(a)
of this Agreement, which (subject to any changes in the identities of the Master Servicer and/or the Trustee) shall be entitled
“Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B15” and which must be an Eligible Account.


 


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


 






     - 29 -


     


    

 


been the Due Date if such Mortgage Loan or Companion Loan had a Due Date in such preceding
month)) and ending on and including the Determination Date occurring in the month in which that Distribution Date occurs.


 


“Commission”:
The Securities and Exchange Commission.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Component”:
With respect to the Class X-A Certificates, each of the Class A-1 Component, Class A-2 Component, Class A-3
Component, Class A-4 Component, Class A-5


 






     - 30 -


     


    

 


Component, Class A-AB Component and Class A-S Component; with respect
to the Class X-B Certificates, the Class B Component; with respect to the Class X-D Certificates, each of the Class D
Component and Class E Component; and with respect to the Class X-F Certificates, the Class F Component.


 


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


 


“COMM
2019-GC44 PSA”: The Pooling and Servicing Agreement, dated as of December 1, 2019, between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
Rialto Capital Advisors, 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, as the same may be amended from time to time in accordance with the terms thereof, pursuant
to which the COMM 2019-GC44 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-GC44 were issued.


 


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


 


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


 


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


 


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


 


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


 






     - 31 -


     


    

 


Amounts). With respect to Excluded Mortgage Loans as to which the Controlling Class Representative would otherwise
be a Consulting Party, a Consultation Termination Event shall be deemed to exist.


 


“Consulting
Party”: With respect to any Serviced Mortgage Loan or, if applicable, Serviced Loan Combination, each of:


 


(i)       except
with respect to a Serviced Outside Controlled Loan Combination, solely (a) after the occurrence and during the continuance
of a Control Termination Event, but prior to the occurrence and continuance of a Consultation Termination Event and (b) for
so long as the related Mortgage Loan is not an Excluded Mortgage Loan, the Controlling Class Representative;


 


(ii)       with
respect to any Serviced Outside Controlled Loan Combination (which may include a Servicing Shift Loan Combination or a Serviced
Loan Combination with a Controlling Subordinate Companion Loan held outside the Trust), (a) if and for so long as the holder
of the Mortgage Loan included in this securitization transaction is entitled under the related Co-Lender Agreement to exercise
consultation rights with respect to such Loan Combination, (b) solely prior to the occurrence and continuance of a Consultation
Termination Event, and (c) for so long as the related Mortgage Loan is not an Excluded Mortgage Loan, the Controlling Class Representative;


 


(iii)       with
respect to any Serviced Loan Combination that includes a Pari Passu Companion Loan, the holder of such Pari Passu Companion Loan
if and to the extent such holder (a) is not the applicable Directing Holder, and (b) is entitled to exercise consultation
rights under the related Co-Lender Agreement;


 


(iv)       solely
after the occurrence and during the continuance of an applicable Operating Advisor Consultation Trigger Event, the Operating Advisor;
and


 


(v)       except
with respect to any Excluded RRCP Mortgage Loan, (a) for so long as no Consultation Termination Event is continuing, with
respect to any Specially Serviced Loan, and (b) during the continuance of a Consultation Termination Event, with respect
to any Mortgage Loan, each Risk Retention Consultation Party.


 


provided,
that with respect to any Serviced Loan Combination, the rights of any Consulting Party set forth in clauses (i) through
(iii) above will be subject to and may be limited by the terms and provisions of any related Co-Lender Agreement.


 


For
the avoidance of doubt, (A) the Controlling Class Representative shall not be a Consulting Party if and for so long
as (1) a Consultation Termination Event is in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan and/or (3)
with respect to any Serviced Outside Controlled Loan Combination, it is not entitled under the related Co-Lender Agreement to
exercise consultation rights with respect to such Loan Combination, (B) the Operating Advisor shall not be a Consulting Party
if and for so long as no Operating Advisor Consultation Trigger Event has occurred and is continuing, (C) a Risk Retention Consultation
Party shall not be a Consulting Party with respect to any Mortgage Loan that is an Excluded RRCP Mortgage Loan with respect to
such party, or with respect to any Mortgage Loans other than as described in the


 






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immediately preceding clause (v), and (D)
the consultation rights of the holder of a Pari Passu Companion Loan with respect to any related Serviced Loan Combination shall
be subject to the terms of the related Co-Lender Agreement.


 


Further
for the avoidance of doubt, with respect to any Serviced Mortgage Loan or Serviced Loan Combination, if none of the Controlling
Class Representative, the Operating Advisor, a Risk Retention Consultation Party, or a holder of a Pari Passu Companion Loan
is a Consulting Party in accordance with the foregoing definition, then there will be no Consulting Party for that Serviced Mortgage
Loan or Serviced Loan Combination.


 


“Control
Appraisal Period”: With respect to any AB Loan Combination, the “control appraisal period” (or analogous
concept) under the related Co-Lender Agreement.


 


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


 


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


 


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


 


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


 






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


 


“Controlling
Subordinate Companion Loan”: A Subordinate Companion Loan that is evidenced by the “control note” (or analogous
concept) under the related Co-Lender Agreement, or the holder of which is the “directing holder” (or analogous concept)
under the related Co-Lender Agreement.


 


“Corporate
Trust Office”: The office of the Trustee or the Certificate Administrator, at which at any particular time its corporate
trust business shall be principally administered. At the date of this Agreement, the corporate trust office of (i) the Trustee
is located at 1100 North Market Street, Wilmington, Delaware 19890, Attention: CMBS Trustee Benchmark 2019-B15, and (ii) the Certificate
Administrator is located, for certificate transfer purposes, at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey
07310, Attention - Securities Window, and for all other purposes, except as specifically set forth herein, 388 Greenwich Street,
New York, New York 10013, Attention: Global Transaction Services, Benchmark 2019-B15.


 


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


 






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


 


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


 


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


 


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


 


“CPTS
2019-CPT TSA”: The Trust and Servicing Agreement, dated as of November 1, 2019, between Deutsche Mortgage & Asset
Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer, CWCapital Asset Management LLC,
as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank, National Association, as certificate
administrator, as paying agent and as custodian, as the same may be amended from time to time in accordance with the terms thereof,
pursuant to which the CPTS 2019-CPT Mortgage Trust, Commercial Mortgage Pass Through Certificates were issued.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“CREFC®
Historical Bond/Collateral Realized Loss Reconciliation Template”: A report substantially in the form of, and
containing the information called for in, the downloadable form of the “Historical Bond/Collateral Realized Loss Reconciliation
Template” available as of


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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(b)       the
following ten supplemental reports (and any other reports as may be, or have been, adopted and promulgated by CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (i) CREFC®
Delinquent Loan Status Report, (ii) CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage
Loan Report, (iii) CREFC® REO Status Report, (iv) CREFC® Operating Statement Analysis
Report, (v) CREFC® Comparative Financial Status Report, (vi) CREFC® Servicer Watchlist/Portfolio
Review Guidelines, (vii) CREFC® Loan Level Reserve/LOC Report, (viii) CREFC® NOI Adjustment
Worksheet, (ix) CREFC® Advance Recovery Report, and (x) CREFC® Total Loan Report;


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Cumulative
Appraisal Reduction Amount”: As of any date of determination by the Special Servicer, the sum of (i) all Appraisal
Reduction Amounts then in effect, and (ii) with


 






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respect to any AB Modified Loan, any Collateral Deficiency Amount then in
effect. The Certificate Administrator and the Master Servicer shall be entitled to conclusively rely on the Special Servicer’s
calculation or determination of any Cumulative Appraisal Reduction Amount. None of the Master Servicer (except if such Cumulative
Appraisal Reduction Amount consists solely of Collateral Deficiency Amounts calculated with respect to one or more Outside Serviced
Mortgage Loans), the Trustee nor the Certificate Administrator shall calculate or verify any Cumulative Appraisal Reduction Amount.
The Special Servicer shall be entitled to conclusively rely on the Master Servicer’s calculation or determination of any
Collateral Deficiency Amount with respect to an Outside Serviced Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Determination
Date”: The eleventh day of each calendar month (or, if the eleventh day of that month is not a Business Day, the
next Business Day), commencing in January 2020.


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(vii)      the
related Loan Agreement, if any;


 


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


 


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


 


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


 


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


 


(xii)       any
filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements in favor of the originator of
such Mortgage Loan (or the related Serviced Loan Combination, if applicable) or in favor of any assignee


 






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prior to the Trustee
and UCC-3 assignment financing statements in favor of the Trustee (or, in each case, a copy thereof certified to be the copy of
such assignment submitted or to be submitted for filing), if in the possession of the applicable Mortgage Loan Seller;


 


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


 


(xiv)       any
related environmental insurance policy;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


(k)           a
copy of all zoning reports;


 


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


 


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


 


(n)           a
copy of all UCC searches;


 


(o)           a
copy of all litigation searches;


 


(p)           a
copy of all bankruptcy searches;


 


(q)           a
copy of the origination settlement statement;


 


(r)            a
copy of any Insurance Summary Report;


 


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


 


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


 


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


 


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


 


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


 


in
each case, to the extent that the related originator received such documents in connection with the origination of such Mortgage
Loan. In the event any of the items identified above were not received in connection with the origination of such Mortgage Loan
(other than documents that would not be included in connection with the origination of the Mortgage Loan because such document
is inapplicable to the origination of a Mortgage Loan of that structure or type, taking into account whether or not such Mortgage
Loan has any additional debt), the Diligence File shall include a statement to that effect. No information that is proprietary
to the related originator or


 






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Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting
or due diligence analysis shall constitute part of the Diligence File. It is not required to include any of the same items identified
above again if such items have already been included under another clause of the definition of Diligence File, and the Diligence
File shall include a statement to that effect. The Mortgage Loan Seller may, without any obligation to do so, include such other
documents as part of the Diligence File that such Mortgage Loan Seller believes should be included to enable the Asset Representations
Reviewer to perform the Asset Review on such Mortgage Loan; provided that such documents are clearly labeled and identified.


 


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


 


“Directing
Holder”: With respect to any Serviced Mortgage Loan or, if applicable, Serviced Loan Combination:


 


(a)       except
(i) with respect to an Excluded Mortgage Loan, (ii) with respect to a Serviced Outside Controlled Loan Combination,
and (iii) during any period that a Control Termination Event has occurred and is continuing, the Controlling Class Representative;
and


 


(b)       with
respect to any Serviced Outside Controlled Loan Combination (which may include a Servicing Shift Loan Combination or a Serviced
Loan Combination with a Controlling Subordinate Companion Loan held outside the Trust), if and for so long as such holder is entitled
under the related Co-Lender Agreement to exercise consent rights similar to those entitled to be exercised by the Controlling
Class Representative under the circumstances described in clause (a) of this definition, the holder of the related Controlling
Note (during any such period, the “Outside Controlling Note Holder”);


 


provided,
that with respect to any Serviced Loan Combination, the rights of the Directing Holder will be subject to and may be limited by
the terms and provisions of any related Co-Lender Agreement.


 


For
the avoidance of doubt: (A) the Controlling Class Representative will not be the Directing Holder if and for so long as (1)
a Control Termination Event is in effect, (2) the related Mortgage Loan is an Excluded Mortgage Loan, and/or (3) the related Serviced
Loan Combination is a Serviced Outside Controlled Loan Combination; (B) there will be no Directing Holder with respect to an Excluded
Mortgage Loan; and (C) with respect to any Serviced Outside Controlled Loan Combination, the Outside Controlling Noteholder will
be the Directing Holder only if and for so long as such holder is entitled under the related Co-Lender Agreement to exercise consent
rights similar to those entitled to be exercised by the Controlling Class Representative under the circumstances described
in clause (a) of this definition.


 


Further
for the avoidance of doubt, with respect to any Mortgage Loan or Loan Combination, if none of the Controlling Class Representative
or an Outside Controlling Note Holder is a Directing Holder in accordance with the foregoing definition, then there will be no
Directing Holder for that Serviced Mortgage Loan or Serviced Loan Combination.


 


“Directly
Operate”: With respect to any REO Property, the furnishing or rendering of services to the tenants thereof that are
not customarily provided to tenants in connection with


 






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


 


“Disclosable
Special Servicer Fees”: With respect to any Serviced Loan or related REO Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees and rebates) received or retained by the Special Servicer
or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Mortgagor, any Manager, any
guarantor or indemnitor in respect of a Serviced Loan and any purchaser of any Serviced Loan or REO Property (or an interest in
an REO Property related to a Serviced Loan Combination, if applicable) in connection with the disposition, workout or foreclosure
of any Serviced Loan, the management or disposition of any REO Property, and the performance by the Special Servicer or any such
Affiliate of any other special servicing duties under this Agreement, other than (1) any compensation which is payable to the
Special Servicer under this Agreement and that is set forth in a report that is part of the CREFC® Investor Reporting Package
(IRP) for the applicable period, and (2) any Permitted Special Servicer/Affiliate Fees. For the avoidance of doubt, any compensation
or other remuneration that an entity acting in the capacities of both the Master Servicer and Special Servicer is entitled to
in its capacity as Master Servicer pursuant to this Agreement will not constitute Disclosable Special Servicer Fees.


 


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


 


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


 


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


 


“Disqualified
Organization”: Any of (a) the United States, a State or any political subdivision thereof, any possession of the
United States, or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if
all of its activities are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of


 






     - 49 -


     


    

 


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


 


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


 


“Distribution
Date”: The fourth Business Day following each Determination Date, commencing in January 2020. The first Distribution
Date shall be January 17, 2020.


 


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


 


“Document
Defect”: As defined in Section 2.04(a) of this Agreement.


 


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


 


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


 


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


 


“Due
Period”: With respect to any Distribution Date and any Mortgage Loan (including any successor REO Mortgage Loan with
respect thereto) or Companion Loan (including any successor REO Companion Loan with respect thereto), the period beginning on
the day immediately following the Due Date in the month preceding the month in which such Distribution Date occurs (or, in the
case of the Distribution Date occurring in January 2020, if such Mortgage Loan or Companion Loan does not have a Due Date
in such preceding month, beginning on the day after the date that would have been the Due Date if such Mortgage Loan or Companion
Loan


 






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had a Due Date in such preceding month) and ending on and including the Due Date in the month in which such Distribution
Date occurs.


 


“Early
Termination Notice Date”: Any date as of which (a) the aggregate Stated Principal Balance of the Mortgage Loans (including
successor REO Mortgage Loans with respect thereto) remaining in the Trust Fund is less than (b) 1.0% of the sum of the aggregate
Cut-Off Date Balance of the Mortgage Pool initially included in the Trust Fund.


 


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


 


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


 


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


 






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by S&P
and “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) or the short-term
deposit account or short-term unsecured debt rating of PNC Bank, National Association or Citibank, N.A., as applicable, shall
be at least “R-1(low)” by DBRS (if rated by DBRS, or if not rated by DBRS, an equivalent or higher rating by two other
NRSROs (which may include S&P, Fitch and/or Moody’s)), “F1” by Fitch, “A-2” by S&P and “P-1”
by Moody’s (if the deposits are to be held in the account for 30 days or less); (iii) a segregated trust account or
accounts maintained with the corporate trust department of a federal or state chartered depository institution or trust company
that, in either case, has corporate trust powers, acting in its fiduciary capacity, which institution or trust company has a combined
capital and surplus of at least $50,000,000, is (in the case of a state chartered depository institution or trust company) subject
to regulations substantially similar to 12 C.F.R. §9.10(b), and is subject to supervision or examination by federal and state
authority, 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 or Companion Loan
Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan Rating Agency for which
the minimum ratings set forth in the applicable clause is not satisfied with respect to such account; or (v) such other
account or accounts not listed in clauses (i) - (iii) above with respect to which a Rating Agency Confirmation or Companion
Loan Rating Agency Confirmation, as applicable, has been obtained from each Rating Agency and Companion Loan Rating Agency. Eligible
Accounts may bear interest. No Eligible Account shall be evidenced by a certificate of deposit, passbook or other similar instrument.


 


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


 






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“Eligible
Operating Advisor”: An entity (i) that is the special servicer or operating advisor on a transaction rated by any
of Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS but has not been the special servicer or operating advisor on
a transaction for which Moody’s, Fitch, KBRA, S&P, Morningstar and/or DBRS has qualified, downgraded or withdrawn its
rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer
or operating advisor, as applicable, as the sole or material factor in such rating action, (ii) that (x) has been regularly
engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five
years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial
real estate asset management and experience in the workout and management of distressed commercial real estate assets, (iii) that
can and will make the representations and warranties set forth in Section 2.10(a) of this Agreement, (iv) that
is not (and is not affiliated with (including Risk Retention Affiliated with)) the Depositor, the Trustee, the Certificate Administrator,
the Master Servicer, the Special Servicer, any Mortgage Loan Seller, any Directing Holder, the Third Party Purchaser, any Risk
Retention Consultation Party or a depositor, a trustee, a certificate administrator, a master servicer or special servicer with
respect to the securitization of a Companion Loan, or any of their respective Affiliates (including Risk Retention Affiliates),
(v) that has not been paid any fees, compensation or other remuneration by any Special Servicer or successor Special Servicer
(x) in respect of its obligations under this Agreement or (y) for the recommendation of the replacement of the Special
Servicer or the appointment of a successor special servicer to become the Special Servicer and (vi) that does not directly
or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion
Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to
which this Agreement relates, other than in fees from its role as Operating Advisor or any fees to which it is entitled as Asset
Representations Reviewer, if the Person acting as Operating Advisor is also acting as Asset Representations Reviewer.


 


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


 


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


 


“Enforcing
Servicer”: (a) With respect to a Specially Serviced Loan, the Special Servicer; and (b) with respect to a Non-Specially
Serviced Loan, (i) in the case of a Repurchase Request made by the Special Servicer, the 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 Directing Holder or a Controlling


 






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Class Certificateholder, (A) prior to a Resolution
Failure relating to such Non-Specially Serviced Loan, the Master Servicer, and (B) from and after a Resolution Failure relating
to such Non-Specially Serviced Loan, the Special Servicer.


 


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


 


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


 


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


 


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


 


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


 


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


 


“Excess
Interest”: With respect to each ARD Mortgage Loan, additional interest accrued on such ARD Mortgage Loan after the Anticipated
Repayment Date allocable to the difference between the Revised Rate and the Mortgage Rate, plus any compound interest thereon,
to the extent permitted by applicable law and the related Loan Documents. The Excess Interest on any ARD Mortgage Loan shall not
be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust. Because the Trust Fund will not include ARD
Mortgage Loans as of the Closing Date, there will be no Excess Interest. Accordingly, all references in this Agreement to “Excess
Interest” shall be disregarded.


 


“Excess
Interest Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that
are designated as evidencing an interest in the Excess Interest. The Class VRR Certificates shall be the only Classes of
Excess Interest Certificates issued under this Agreement. If there is Excess Interest, the Class S Certificates and the Class
VRR Certificates shall be the only Classes of Excess Interest Certificates issued under this Agreement. Because the Trust Fund
will not include ARD Mortgage Loans as of the Closing Date,


 






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there will be no Excess Interest. Accordingly, there will be no Excess
Interest Certificates and all references to “Excess Interest Certificate” and “Excess Interest Certificates”
shall be disregarded.


 


“Excess
Interest Distribution Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(e) of this Agreement in trust for the Holders of the Excess Interest Certificates, which
(subject to changes in the identities of the Certificate Administrator and/or the Trustee) shall be entitled “Citibank,
N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 and Class VRR
and Class S – Excess Interest Distribution Account.” Any such account shall be an Eligible Account. The Excess Interest
Distribution Account shall be held solely for the benefit of the Holders of the Excess Interest Certificates. The Excess Interest
Distribution Account shall not be an asset of the Lower-Tier REMIC or the Upper-Tier REMIC, but rather shall be an asset of the
Grantor Trust. Because the Trust Fund will not include ARD Mortgage Loans as of the Closing Date, there will be no Excess Interest.
Accordingly, there will be no Excess Interest Distribution Account and all references to “Excess Interest Distribution Account”
shall be disregarded.


 


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


 


“Excess
Liquidation Proceeds Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator
pursuant to Section 3.05(c) of this Agreement in trust for the Certificateholders, which (subject to any changes in
the identities of the Trustee and/or the Certificate Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator,
on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B15
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15, Excess Liquidation Proceeds Reserve Account.”
Any such account shall be an Eligible Account.


 


“Excess
Modification Fees”: With respect to any Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), the sum
of (A) the excess of (i) any and all Modification Fees with respect to any modification, waiver, extension or amendment
of any of the terms of a Serviced Mortgage Loan (or Serviced Loan Combination, if applicable), over (ii) all unpaid
or unreimbursed Advances and Additional Trust Fund Expenses (including, without limitation, interest on unreimbursed Advances
to the extent not otherwise paid or reimbursed by the related Mortgagor (including indirect reimbursement from Penalty Charges
or otherwise), but excluding (1) Special Servicing Fees, Workout Fees and Liquidation Fees and (2) Borrower Delayed
Reimbursements) outstanding or previously incurred hereunder with respect to the related


 






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


 


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


 


“Excess
Prepayment Interest Shortfall”: With respect to any Distribution Date the aggregate of any Prepayment Interest Shortfalls
resulting from any principal prepayments made on the Mortgage Loans to be included in the Aggregate Available Funds for any Distribution
Date


 






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that are not covered by the portion of the Master Servicer’s Compensating Interest Payment for the related Distribution
Date allocable to the Mortgage Loans or, in the case of an Outside Serviced Mortgage Loan, the portion of any compensating interest
payments allocable to such Outside Serviced Mortgage Loan to the extent received from the related Outside Servicer.


 


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


 


“Excess
Servicing Fee Rate”: With respect to each Mortgage Loan (including any successor REO Mortgage Loan with respect thereto),
a rate per annum equal to the Servicing Fee Rate minus (i) the applicable fee rate, if any, set forth under the column
labeled “Subservicing Fee Rate (%)” on the Mortgage Loan Schedule, minus (ii) the applicable fee rate, if any,
set forth under the column labeled “Outside Servicing Fee Rate (%)” on the Mortgage Loan Schedule, minus (iii) 0.00125%;
provided that such rate shall be subject to reduction at any time following any resignation of the Master Servicer pursuant
to Section 6.04 of this Agreement (if no successor is appointed in accordance with Section 6.04 of this
Agreement) or any termination of the Master Servicer pursuant to Section 7.01 of this Agreement, to the extent reasonably
necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer (which successor
may include the Trustee) that meets the requirements of Section 7.02 of this Agreement.


 


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


 


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


 


“Excluded
Controlling Class Holder”: With respect to any Excluded Controlling Class Mortgage Loan, the Controlling Class Representative
or any Controlling Class Certificateholder, as applicable, that is a Borrower Party with respect to such Excluded Controlling
Class Mortgage Loan. Promptly upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder”,
the Controlling Class Representative or Controlling Class Certificateholder, as the case may be, shall provide notice
in the form of Exhibit M-1F hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer, the Trustee and the Certificate Administrator, which such notice shall be physically delivered in accordance
with Section 12.04 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and
the subject Excluded Controlling Class Mortgage Loan. Additionally, any Excluded Controlling Class Holder shall also
send to the Certificate Administrator a notice substantially in the form of Exhibit M-1G hereto, which notice shall
provide the CitiDirect Login User ID associated with such Excluded Controlling Class Holder, and which notice shall direct
the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s
Website as and to the extent provided in this Agreement.


 






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


 


“Excluded
Information”: With respect to any Excluded Controlling Class Mortgage Loan, any information and reports solely
relating to such Excluded Controlling Class Mortgage Loan and/or the related Mortgaged Property or portfolio of Mortgaged
Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports (or summaries thereof), any Appraisals,
inspection reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer, as
applicable), any Officer’s Certificates delivered by the Master Servicer, the Special Servicer or the Trustee pursuant to
Section 3.20(c) or Section 4.06(b) supporting a non-recoverability determination, the Operating Advisor
Annual Reports, any determination of the Special Servicer’s net present value calculation, any Appraisal Reduction Amount
calculations, environmental assessments, seismic reports and property condition reports and such other information and reports
designated as Excluded Information (other than such information with respect to such Excluded Controlling Class Mortgage
Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer
or the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC®
Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File and CREFC®
Special Servicer Property File relating to any Excluded Controlling Class Mortgage Loan) and any Schedule AL Additional File
shall not be considered “Excluded Information.” Each of the Master Servicer, the Special Servicer or the Operating
Advisor shall deliver any Excluded Information for posting to the Certificate Administrator’s Website to the Certificate
Administrator in accordance with Section 3.32 hereof. For the avoidance of doubt, the Certificate Administrator’s
obligation to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s
Website shall be triggered solely by such information being delivered in the manner provided in Section 3.32 hereof.


 


“Excluded
Mortgage Loan”: A Mortgage Loan or Loan Combination with respect to which, as of any date of determination, the Controlling
Class Representative or the holder(s) of more than 50% of the Controlling Class (by Certificate Balance) is (or are)
a Borrower Party (or are Borrower Parties, as applicable). For the avoidance of doubt, any Excluded Mortgage Loan is also an Excluded
Controlling Class Mortgage Loan.


 


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


 


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


 






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


 


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


 


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


 


“Final
Asset Status Report”: With respect to any Specially Serviced Loan, each related Asset Status Report, together with such
other data or supporting information provided by the Special Servicer to any applicable Directing Holder or Consulting Party or,
if different, the Operating Advisor or any related Serviced Companion Loan Holder (or its Companion Loan Holder Representative),
in each case, which does not include any communications (other than the related Asset Status Report) between the Special Servicer,
on the one hand, and the related Directing Holder or Consulting Party, on the other hand, with respect to such Specially Serviced
Loan; provided that no Asset Status Report shall be considered to be a Final Asset Status Report unless any applicable
Directing Holder has either finally approved of and consented to the actions proposed to be taken in connection therewith, or
has exhausted all of its rights of approval and consent pursuant to this Agreement, or has been deemed to have approved or consented
to such action, or unless the Asset Status Report is otherwise being implemented by the Special Servicer in accordance with this
Agreement.


 


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


 


“Final
Recovery Determination”: With respect to any defaulted Mortgage Loan or Serviced Loan Combination that is a Specially
Serviced Loan (or, in the case of an Outside


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Grantor
Trust Certificates”: Any class of commercial mortgage pass-through certificates issued under this Agreement that is
designated as evidencing an interest in the Grantor Trust.


 






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


 


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


 


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


 


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


 


“HRR
Interest”: Collectively, the Class G-RR and Class J-RR Certificates, which are purchased for cash by a majority-owned-affiliate
of the Third Party Purchaser from the Initial Purchasers on the Closing Date


 


“HRR
Interest Transfer Restriction Period”: With respect to the HRR Interest, the period from the Closing Date to the earliest
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage
Loans has been reduced to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the aggregate
outstanding Certificate Balance of the Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate
Balance of the Principal Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date; (ii) the
date on which all of the Mortgage Loans have been defeased in accordance with the TPP Risk Retention Requirements set forth in
Rule 7(b)(8)(i) of Regulation RR; or (iii) the date on which Regulation RR has been officially abolished (and the securitization
transaction contemplated by this Agreement is not subject to any other applicable credit risk retention requirements under the
Dodd-Frank Act) or, based on a written opinion of counsel reasonably acceptable to the Depositor and the Retaining Sponsor, officially
determined by the Regulatory Agencies to be no longer applicable to the securitization transaction contemplated by this Agreement
or the HRR Interest.


 


“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.


 


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


 


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


 






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


 


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


 


“Initial
Purchasers”: Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Academy Securities,
Inc. and Drexel Hamilton, LLC.


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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Class for
such Interest Accrual Period. Calculations of interest for each Interest Accrual Period shall be made on 30/360 Basis.


 


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


 


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


 


“Interest
Reserve Account”: The trust account or subaccount created and maintained by the Certificate Administrator pursuant to
Section 3.23 of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B15, Interest Reserve Account” and which shall be an Eligible Account.


 


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


 


“Interested
Person”: As of any date of determination, any party to this Agreement, any Mortgage Loan Seller, any applicable Directing
Holder or Consulting Party, any Mortgagor, any holder of a related mezzanine loan, any manager of a Mortgaged Property, any Independent
Contractor engaged by the Special Servicer pursuant to Section 3.16 of this Agreement, or any Person actually known
to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of the preceding entities;
and, with respect to a Defaulted Serviced Loan Combination, the related Other Depositor, the master servicer, the special servicer
(or any independent contractor engaged by such special servicer), or the trustee for the related Other Securitization Trust, the
related Serviced Companion Loan Holder or its Companion Loan Holder Representative, any holder of a related mezzanine loan, or
any Person actually known to a Responsible Officer of the Trustee or the Certificate Administrator to be an Affiliate of any of
the preceding entities.


 


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


 






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


 


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


 


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


 


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


 


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


 






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Administrator’s Website or the Master Servicer’s website. The Certificate
Administrator may require that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.
For the avoidance of doubt if a Borrower Party is the Controlling Class Representative or a Controlling Class Certificateholder,
such Person (A) shall be prohibited from having access to the Excluded Information solely with respect to the related Excluded
Controlling Class Mortgage Loan and (B) shall not be permitted to exercise voting or control, consultation and/or special
servicer appointment rights as a member of the Controlling Class solely with respect to the related Excluded Controlling
Class Mortgage Loan.


 


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


 


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


 


“IRS”:
The Internal Revenue Service.


 


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


 


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


 


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


 


“JPMCC
2019-OSB TSA”: The Trust and Servicing Agreement, dated as of June 13, 2019, between J.P. Morgan Chase Commercial
Mortgage Securities Corp., as depositor, KeyBank National Association, as master servicer, Situs Holdings, LLC, as special servicer,
Wells Fargo Bank, National Association, as trustee and as certificate administrator, and Park Bridge Lender Services LLC, as operating
advisor, as the same may be amended from time to time in accordance with the terms thereof, pursuant to which the J.P. Morgan
Chase Commercial Mortgage Securities Trust 2019-OSB, Commercial Mortgage Pass-Through Certificates, Series 2019-OSB, were
issued.


 


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


 


“Liquidation
Event”: With respect to any Mortgage Loan (or Serviced Loan Combination), any of the following events: (i) such
Mortgage Loan (or Serviced Loan Combination) is paid in full; (ii) a Final Recovery Determination is made with respect to
such Mortgage Loan (or Serviced Loan Combination); (iii) such Mortgage Loan is repurchased or substituted for by the applicable
Mortgage Loan Seller pursuant to Section 6 of the related Mortgage Loan Purchase Agreement; (iv) such Mortgage Loan
is purchased or otherwise acquired


 






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


 


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


 


“Liquidation
Fee”: (i) With respect to each Specially Serviced Loan as to which the Special Servicer receives a full or discounted
payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as a condition to a workout) from
the related Mortgagor, (ii) except as otherwise described below, with respect to any Serviced Mortgage Loan (or Serviced Loan
Combination, if applicable) repurchased or substituted, or with respect to which a Loss of Value Payment is made, as contemplated
by Section 2.04 of this Agreement, and (iii) with respect to any Specially Serviced Loan or any REO Property (other
than an REO Property related to an Outside Serviced Mortgage Loan) as to which the Special Servicer receives Liquidation Proceeds,
Insurance Proceeds or Condemnation Proceeds, an amount calculated by the application of the applicable Liquidation Fee Rate to
the related payment or proceeds (exclusive of any portion of such payoff or proceeds that represents Penalty Charges); provided
that the Liquidation Fee with respect to such Specially Serviced Loan or REO Property shall be reduced by the amount of any
Excess Modification Fees paid by or on behalf of the related Mortgagor with respect to the Specially Serviced Loan or REO Property
as described in the definition of “Excess Modification Fees” in this Agreement, but only to the extent those
fees have not previously been deducted from a Workout Fee or Liquidation Fee; provided, however, that, except as
contemplated by the preceding proviso with respect to offset in connection with Excess Modification Fees and the next two (2)
provisos, no Liquidation Fee will be less than $25,000 with respect to any Serviced Mortgage Loan (or related Serviced Loan Combination,
if applicable);


 






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provided, further, that (a) the Liquidation Fee shall be zero with respect to any Serviced
Mortgage Loan or Serviced Loan Combination or any Mortgaged Property purchased, repurchased or substituted for pursuant to clauses (iii)
through (v) of the first sentence of the definition of Liquidation Event (unless with respect to (A) clause (iii), the
applicable Mortgage Loan Seller does not repurchase or substitute for such Mortgage Loan until after more than 120 days following
its receipt of notice or discovery of the Material Defect that gave rise to the particular repurchase or substitution obligation,
and (B) clause (v), the applicable mezzanine loan holder (based on a purchase option set forth under the related intercreditor
agreement) or the applicable Subordinate Companion Loan Holder (based on a purchase option set forth under the related Co-Lender
Agreement) does not purchase such Serviced Mortgage Loan or Serviced Loan Combination within 90 days of the date that the
first purchase option related to the subject Servicing Transfer Event first becomes exercisable under the related intercreditor
agreement or the related Co-Lender Agreement, as applicable) or pursuant to clauses (ii) or (iv) of the second sentence
of the definition of Liquidation Event (unless with respect to clause (iv), the applicable mezzanine loan holder (based on
a purchase option set forth under the related intercreditor agreement) or the applicable Subordinate Companion Loan Holder (based
on a purchase option set forth under the related Co-Lender Agreement) does not purchase such REO Property within 90 days
of the date that the first purchase option related to the subject Servicing Transfer Event first becomes exercisable under the
related intercreditor agreement or the related Co-Lender Agreement, as applicable), (b) the Liquidation Fee shall be zero
with respect to any Serviced Mortgage Loan or Serviced Loan Combination or any Mortgaged Property with respect to which a Loss
of Value Payment is made as contemplated by Section 2.03(a) of this Agreement unless the applicable Mortgage Loan
Seller does not make the particular Loss of Value Payment with respect to such Mortgage Loan until after more than 120 days
following its receipt of notice or discovery of the Material Defect that gave rise to the payment of the particular Loss of Value
Payment, and (c) the Liquidation Fee with respect to each Serviced Mortgage Loan or REO Mortgage Loan repurchased or substituted
for after more than 120 days following the Mortgage Loan Seller’s receipt of notice or discovery of a Material Defect
shall be in an amount equal to the Liquidation Fee Rate of the outstanding principal balance of such Serviced Mortgage Loan or
REO Mortgage Loan; provided, further that if a Serviced Mortgage Loan or Serviced Loan Combination becomes a Specially
Serviced Loan only because of an event described in clause (a)(ii) of the definition of Specially Serviced Loan as a result
of a payment default at maturity and the related Liquidation Proceeds or payment are received within 90 days following the
related default in connection with the full and final payoff or refinancing of the related Serviced Mortgage Loan or Serviced
Loan Combination, if applicable, the Special Servicer will not be entitled to collect a Liquidation Fee, but may collect and retain
appropriate fees from the related Mortgagor in connection with such liquidation. For the avoidance of doubt, no Liquidation Fee
is payable in connection with an optional termination of the Trust pursuant to Section 9.01.


 


“Liquidation
Fee Rate”: A rate equal to the lesser of (a) 1.0% or (b) with respect to any Serviced Mortgage Loan (or related Serviced
Loan Combination, if applicable), such lesser rate as would result in a Liquidation Fee of $1,000,000; provided, however,
that except as contemplated in the definition of “Liquidation Fee”, no Liquidation Fee will be less than $25,000.


 


“Liquidation
Proceeds”: The amount (other than Insurance Proceeds and Condemnation Proceeds) received in connection with (i) a full
or discounted payoff (or unscheduled partial payment to the extent such prepayment is required by the Special Servicer as


 






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a condition
to a workout) with respect to a Specially Serviced Loan, (ii) a Liquidation Event, (iii) the transfer of any Loss of Value
Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(c) of this
Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special
Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute
“Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment
is made by the applicable Mortgage Loan Seller) or (iv) the transfer of any Threshold Event Collateral to the related Loan Combination
Custodial Account pursuant to Section 3.28(e) of this Agreement.


 


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


 


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


 


“Loan
Combination Custodial Account”: With respect to any Serviced Loan Combination, the respective segregated account or
sub-account created and maintained by the Master Servicer pursuant to Section 3.05A of this Agreement on behalf of
the holders of such Serviced Loan Combination, which (subject to any changes in the identities of the Master Servicer and/or the
Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on
behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B15
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15, and the related Serviced Companion Loan Holder,
as their interests may appear.”


 


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


 


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


 


“Loan
Documents”: With respect to any Mortgage Loan, or Serviced Loan Combination, the documents executed or delivered in
connection with the origination or any subsequent modification of such Mortgage Loan or Serviced Loan Combination, as applicable,
or subsequently added to the related Mortgage File, and any related Co-Lender Agreement and/or intercreditor agreement.


 






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


 


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


 


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


 


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


 


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


 


“Loss
of Value Reserve Fund”: The “outside reserve fund” (within the meaning of Treasury Regulations Section 1.860G-2(h))
designated as such pursuant to Section 3.05(g) of this Agreement. The Loss of Value Reserve Fund will be part of the
Trust Fund but not part of the Grantor Trust or any Trust REMIC.


 


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


 


“Lower-Tier
Regular Interests”: The respective classes of “regular interests”, within the meaning of Code Section 860G(a)(1),
in the Lower-Tier REMIC, designated as the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5,
Class LA-AB, Class LA-S,


 






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Class LB, Class LC, Class LD, Class LE, Class LF, Class LG-RR,
Class LJ-RR and Class LVRR Lower-Tier Regular Interests.


 


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


 


“Lower-Tier
REMIC Distribution Account”: The account or accounts created and maintained as a separate account (or separate sub-account
within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant to Section 3.05(b)
of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate Administrator) shall
be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B15, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account. The Lower-Tier REMIC
Distribution Account shall be an asset of the Lower-Tier REMIC.


 


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


 


“MAI”:
Member of the Appraisal Institute.


 


“Major
Decision”: Collectively:


 


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


 


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


 






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applicable, of
any Serviced Loan or (ii) any modification, waiver, consent or amendment of the related Mortgage Loan or Loan Combination in connection
with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (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 related
Mortgagor or the existing collateral or material modifications of the existing collateral), (B) a modification of the type of
defeasance collateral required under the Mortgage Loan or Loan Combination documents such that defeasance collateral 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;


 


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


 


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


 


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


 


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


 


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


 


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


 


(i)         any
acceptance of an assumption agreement or any other agreement permitting transfers of interests in a Mortgagor or guarantor releasing
a Mortgagor or


 






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guarantor from liability under a Serviced Loan other than pursuant to the specific terms of such Serviced Loan
and for which there is no lender discretion;


 


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


 


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


 


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


 


(m)       any
determination of an Acceptable Insurance Default;


 


(n)       to
the extent not already set forth above, solely for purposes of compliance with Regulation RR and solely with respect to the Operating
Advisor’s non-binding consultation rights, (i) any material modification of, or waiver with respect to, any provision of
a loan agreement (including a Mortgage), (ii) foreclosure upon or comparable conversion of the ownership of a Mortgaged Property;
and (iii) any acquisition of a Mortgaged Property;


 


(o)       any
determination whether to permit any ground lease modification, amendment or subordination, non-disturbance and attornment agreement
or entry into a new ground lease other than pursuant to the specific terms of such Serviced Loan and for which there is no lender
discretion;


 


(p)       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 Loan Combination; and


 


(q)       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.


 


For
the avoidance of doubt, any modification, waiver, consent or amendment by the Master Servicer or the Special Servicer that is
set forth above as a Major Decision will constitute a Major Decision regardless of the fact that such action is being taken in
connection with a defeasance.


 


“Major
Decision Reporting Package”: With respect to any Major Decision, (a) a written report prepared by the Special Servicer
describing in reasonable detail (i) the background


 






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and circumstances requiring action of the Special Servicer, and (ii) the
proposed course of action recommended, and (b) all information in the Special Servicer’s possession that is reasonably
requested by the party receiving such Major Decision Reporting Package in order for such party to exercise any consultation or
consent rights available to such party under this Agreement.


 


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


 


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


 


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


 


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


 


“Material
Breach”: As defined in Section 2.04(a) of this Agreement.


 


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


 


“Material
Document Defect”: As defined in Section 2.04(a) of this Agreement.


 


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


 


“Mediation
Rules”: As defined in Section 2.04(h)(i).


 


“Mediation
Services Provider”: As defined in Section 2.04(h)(i)


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


“Morningstar”:
Morningstar Credit Ratings, LLC or its successors in interest. If neither Morningstar 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 Trustee, the Certificate Administrator,
the Master Servicer and the Special Servicer and specific ratings of Morningstar herein referenced shall be deemed to refer to
the equivalent ratings (as reasonably determined by the Depositor) 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 the Note(s) evidencing a Mortgage Loan or Loan Combination.


 






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


 


(a)        the
original executed Note for such Mortgage Loan, endorsed on its face or by allonge thereto (without recourse, representation or
warranty, express or implied) to the order of “Wilmington Trust, National Association, as Trustee, on behalf of the registered
Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15” or in
blank, and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable
Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity
with a copy of such Note), and (B) if such Mortgage Loan is part of a Serviced Loan Combination, a copy of the executed Note
for each related Serviced Companion Loan;


 


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


 


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


 


(d)       an
original executed assignment, in recordable form (except for missing recording information not yet available if the instrument
being assigned has not been returned from the applicable recording office), of (A) the Mortgage and (B) any related
Assignment of Leases (if such item is a document separate from the Mortgage), in favor of “Wilmington Trust, National Association,
as Trustee, on behalf of the registered Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B15 [and the holder of the related Serviced Companion Loan, as their interests may appear]” or in blank,
or a copy of such assignment if the related Mortgage Loan Seller or its designee, rather than the Trustee, is responsible for
recording such assignment; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall
be executed in blank until the earliest of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming
a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


(e)        the
original assignment of all unrecorded documents relating to the Mortgage Loan (or the related Serviced Loan Combination, if applicable),
in favor of “Wilmington Trust, National Association, as Trustee, on behalf of the registered Holders of Benchmark 2019-B15
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 [and the holder of the related Serviced Companion
Loan, as their interests may appear]”; provided, however, that with respect to a Servicing Shift Mortgage Loan, each such
assignment shall be executed in blank until the earliest of


 






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(A) the related Servicing Shift Date, (B) such Servicing Shift
Mortgage Loan becoming a Specially Serviced Mortgage Loan, and (C) 180 days after the Closing Date;


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(n)       an
original assignment of the related security agreement (if such item is a document separate from the Mortgage and if such item
is not included in the assignment described in clause (5)), in favor of “Wilmington Trust, National Association, as
Trustee, on behalf of the registered Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B15 [and the holder of the related Serviced Companion Loan, as their interests may appear]”; provided,
however, that with respect to a Servicing Shift Mortgage Loan, each such assignment shall be executed in blank until the earliest
of (A) the related Servicing Shift Date, (B) such Servicing Shift Mortgage Loan becoming a Specially Serviced Mortgage Loan, and
(C) 180 days after the Closing Date;


 






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


 


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


 


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


 


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


 


(s)        copies
of any related franchise agreement, property management agreement or hotel management agreement and related comfort letters (together
with (i) copies of any notices of transfer that are necessary to transfer or assign to the Trust or the Trustee the benefits of
such comfort letter or (ii) if the related comfort letter contemplates that a request be made of the related franchisor to issue
a replacement comfort letter for the benefit of the Trust or Trustee, a copy of the notice requesting the issuance of such replacement
comfort letter (the copy of such notice shall be delivered by the related Mortgage Loan Seller to the Custodian for inclusion
in the Mortgage File within the time period set forth in the penultimate paragraph of Section 2.01(b)), with the original
of any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer) and/or
estoppel letters relating to such Mortgage Loan or the related Serviced Loan Combination and any related assignment thereof; and


 


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


 


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


 


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


 






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


 


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


 


(i)       the
Loan Number;


 


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


 


(iii)     the
Cut-Off Date Balance;


 


(iv)     the
original Mortgage Rate;


 


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


 


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


 


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


 


(viii)   the
Mortgage Loan Seller(s);


 


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


 


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


 


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


 


(xii)     the
Revised Rate, if applicable;


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Net
Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the
related Mortgaged Property or released to the Mortgagor in accordance with the express requirements of the Mortgage or Note or
other Loan Documents included in the Mortgage File or in accordance with the Servicing Standard, or with respect to the


 






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environmental
insurance policy, applied to pay any costs, expenses, penalties, fines or similar items; provided that, in the case of
an Outside Serviced Mortgage Loan, “Net Insurance Proceeds” under this Agreement shall be limited to any related Insurance
Proceeds that are received by the Trust Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations
set forth in the related Co-Lender Agreement.


 


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


 


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


 


“Net
Mortgage Pass-Through Rate”: (a) With respect to any Mortgage Loan (including any successor REO Mortgage Loan with
respect thereto) that accrues interest on a 30/360 Basis, for any Distribution Date, the Net Mortgage Rate in effect for such
Mortgage Loan during the one-month accrual period applicable to the Due Date for such Mortgage Loan that occurs in the same month
as that Distribution Date; and (b) with respect to any Mortgage Loan (including any successor REO Mortgage Loan with respect
thereto) that accrues interest on an Actual/360 Basis, for any Distribution Date, the annualized rate at which interest would
have to accrue in respect of such Mortgage Loan on a 30/360 Basis in order to produce the aggregate amount of interest actually
accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise would have accrued)
in respect of such Mortgage Loan (adjusted to the related Net Mortgage Rate and, if applicable, exclusive of any Excess Interest)
during the one-month accrual period applicable to the Due Date for such Mortgage Loan that occurs in the same month as that Distribution
Date. However, with respect to each Mortgage Loan that accrues interest on an Actual/360 Basis, when determining: (i) the
related Net Mortgage Pass-Through Rate for the Distribution Date in January (except during a leap year) or February of any year,
beginning in 2020 (in any event unless that Distribution Date is the final Distribution Date), the “aggregate amount of
interest actually accrued (or, in the event of a voluntary or involuntary principal prepayment affecting same, that otherwise
would have accrued)”, as referred to in clause (b) of the preceding sentence, shall be deemed to exclude related Withheld
Amounts to be transferred to the Interest Reserve Account in such month; or (ii) the related Net Mortgage Pass-Through Rate for
the Distribution Date in March (or in February if the final Distribution Date occurs in such particular month of February) in
any year, beginning in 2020, the “aggregate amount of interest actually accrued (or, in the event of a voluntary or involuntary
principal prepayment affecting same, that otherwise would have accrued)”, as referred to in clause (b) of the preceding
sentence, shall be deemed to include related Withheld Amounts to be deposited in the Lower-Tier REMIC Distribution Account, for
distribution on such Distribution Date. In addition, the Net Mortgage Pass-Through Rate with respect to any Mortgage Loan for
any Distribution Date shall be determined without regard to: (i) any modification, waiver or amendment of the terms of such
Mortgage Loan, whether agreed to by the Master Servicer, the Special Servicer, an Outside Servicer or an Outside Special Servicer
or resulting from a bankruptcy, insolvency or similar proceeding involving the related borrower; (ii) the occurrence and
continuation of a default under such Mortgage Loan; (iii) the passage of the related maturity date or, in the case of an
ARD


 






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Mortgage Loan, the related Anticipated Repayment Date; and (iv) the related Mortgaged Property becoming an REO Property.


 


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


 


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


 


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


 


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


 


“Non-Conforming
Policy”: As defined in Section 3.08(a) of this Agreement.


 


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


 


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


 






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Liquidation Proceeds, or any other recovery on or in respect of such Mortgage Loan (or any successor REO Mortgage Loan with
respect thereto), as the case may be.


 


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


 


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


 


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


 


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


 


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


 


“Non-Vertically
Retained Percentage”: The difference between 100% and the Vertically Retained Percentage.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


“NRSRO
Certification”: A certification executed by an NRSRO (other than a Rating Agency) in favor of the Rule 17g-5 Information
Provider substantially in the form attached as Exhibit M-5 hereto that states that such NRSRO has provided the Depositor
with the appropriate certifications pursuant to paragraph (e) of Rule 17g-5 under the Exchange Act and that such NRSRO
will keep any information obtained from the Rule 17g-5 Information Provider’s Website confidential, except to the extent
such information has been made available to the general public. Each NRSRO shall be deemed to recertify to the foregoing each
time it accesses the Rule 17g-5 Information Provider’s Website.


 


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


 


“Offering
Circular”: The offering circular dated November 25, 2019 relating to the Private Certificates (other than the Class VRR
Certificates).


 


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


 






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


 


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


 


“Operating
Advisor Consultation Trigger Event”: With respect to any Serviced Loan, the event that occurs when the aggregate outstanding
Certificate Balance of the HRR Interest (as notionally reduced by any Cumulative Appraisal Reduction Amount then allocable to
the HRR Interest pursuant to Section 3.10(a) of this Agreement) is 25% or less of the initial aggregate Certificate Balance
of the HRR Interest. Furthermore, with respect to Excluded Mortgage Loans, an Operating Advisor Consultation Trigger Event shall
be deemed to exist.


 


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


 


“Operating
Advisor Fee”: With respect to any Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) and any Distribution
Date, an amount accrued during the related Interest Accrual Period at the applicable Operating Advisor Fee Rate on, in the case
of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent Distribution
Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the related Interest
Accrual Period; provided that such amounts shall be computed for the same period and on the same interest accrual basis
respecting which any related interest payment due or deemed due on the related Mortgage Loan is computed and shall be prorated
for partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating
Advisor under this Agreement. For the avoidance of doubt, the Operating Advisor Fee shall be payable from the Lower-Tier REMIC.


 


“Operating
Advisor Fee Rate”: With respect to each Interest Accrual Period, a rate equal to 0.00168% per annum with respect
to each Mortgage Loan (or any successor REO Mortgage Loan with respect thereto).


 


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


 






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


 


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


 


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


 


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


 


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


 


“Other
Crossed Loans”: As defined in Section 2.04(a) of this Agreement.


 


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


 


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


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Outside
Controlling Note Holder”: With respect to any Loan Combination that is, and only for so long as such Loan Combination
is, a Serviced Outside Controlled Loan Combination, at any time the holder of the related controlling note (regardless of whether
such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) or such holder’s designated representative;
provided that if, with respect to any Serviced Outside Controlled Loan Combination, the related controlling note is included
in a securitization trust, the Outside Controlling Note Holder shall be the party designated under the pooling and servicing agreement,
trust and servicing agreement or comparable agreement governing the securitization of the related controlling note as authorized
to exercise the rights of the holder of the related controlling note; and provided, further, that the right of any such designated
party to exercise some or all of such rights may terminate or shift to another designated party upon the occurrence of certain
trigger events if and to the extent set forth in the pooling and servicing agreement, trust and servicing agreement or comparable
agreement governing the securitization of the related controlling note. With respect to each Servicing Shift Loan Combination,
the holder of the related controlling note (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate
Companion Loan) will (i) be an Outside Controlling Note Holder prior to the related Servicing


 






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Shift Date and (ii) cease to be
an Outside Controlling Note Holder on and after the related Servicing Shift Date. With respect to each Serviced AB Loan Combination,
the holder of a related Subordinate Companion Loan will be an Outside Controlling Note Holder for so long as such Subordinate
Companion Loan (or, in the case of a Serviced AB Loan Combination with multiple Subordinate Companion Loans, at least one such
Subordinate Companion Loan) is not the subject of a “control appraisal period” (or analogous concept) and not held
by a “borrower-related party” (or analogous concept), in any event under the related Co-Lender Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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the
column heading “Servicing Type.” Each Servicing Shift Loan Combination shall be an Outside Serviced Loan Combination
on and after the related Servicing Shift Date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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column heading “Pari
Passu Companion Loan(s),” each of which Notes evidences a separate Pari Passu Companion Loan.


 


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


 


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


 


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


 


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


 


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


 


“Penalty
Charges”: With respect to any Serviced Loan (or successor REO Mortgage Loan or successor REO Companion Loan), any amounts
actually collected thereon from the Mortgagor that represent default charges, penalty charges, late fees and/or Default Interest
(in the case of any Split Mortgage Loan or Serviced Companion Loan, to the extent allocable thereto pursuant to the related Co-Lender
Agreement, and, in the case of a Serviced Companion Loan, to the extent not payable to the Serviced Companion Loan Holder, and,
in the case of an Outside Serviced Mortgage Loan, any such amounts remitted by the related Outside Servicer to the Master Servicer).


 


“Percentage
Allocation Entitlement”: (a) With respect to the VRR Interest, the Vertically Retained Percentage; and (b) with respect
to the Non-Vertically Retained Certificates, the Non-Vertically Retained Percentage.


 


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


 


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


 






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


 


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


 


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


 


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


 


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


 


(i)         direct
obligations of, or obligations fully guaranteed as to payment of principal and interest by, the U.S. Treasury; Small Business
Administration-guaranteed participation certificates and guaranteed pool certificates; U.S. Department of Housing and Urban
Development public housing agency bonds; Government National Mortgage Association (GNMA) guaranteed mortgage-backed securities
or participation certificates; and Resolution Funding Corp. debt obligations; provided, however, that the investments
described in this clause must (A) have a predetermined fixed dollar of principal due at maturity that cannot vary or change,
(B) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate index
plus a fixed spread (if any) and must move proportionately with that index, and (C) such investments must not be subject
to liquidation prior to their maturity;


 


(ii)        Federal
Housing Administration debentures;


 


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


 






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that
index, (C) such investments must not be subject to liquidation prior to their maturity, and (D) in each case, be rated no
less than the Applicable S&P Permitted Investment Rating by S&P (or, if not rated by S&P, otherwise acceptable to
S&P as confirmed by receipt of a Rating Agency Confirmation from S&P);


 


(iv)        federal
funds, unsecured certificates of deposit, time or similar deposits, bankers’ acceptances and repurchase agreements of any
bank, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are rated at least “F1”
by Fitch or the long-term obligations of which are rated at least “A” by Fitch, (2) the short-term obligations
or short-term deposit accounts of which are rated at least “R-1 (middle)” by DBRS or the long-term obligations or
long-term deposit accounts of which are rated at least “A” by DBRS and (3) the short- term obligations of which are
rated at least “A-1” by S&P, (B) if it has a term of more than thirty days and not in excess of three months,
(1) the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are
rated at least “AA-” by Fitch, (2) the short-term obligations or short-term deposit accounts of which are rated
at least “R-1 (middle)” by DBRS or the long-term obligations or long-term deposit accounts of which are rated at least
“AA(low)” by DBRS and (3) the short-term obligations or short-term deposit accounts of which are rated “A-1+”
by S&P (or “A-1” by S&P if the obligations mature within sixty (60) days), or the long-term obligations or
deposit accounts of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P),
(C) if it has a term of more than three months and not in excess of six months, (1) the short-term obligations of which are rated
at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch, (2) the
short-term obligations of which are rated in the highest short-term rating category by DBRS or the long-term obligations of which
are rated at least “AA” by DBRS and (3) the short-term obligations or deposit accounts of which are rated at least
“A-1+” by S&P or the long-term obligations or deposit accounts of which are rated at least “AA-” by
S&P (with a short-term rating of “A-1” by S&P), (D) if it has a term of more than six months, (1) the short-term
obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-”
by Fitch, (2)  the short-term obligations or short-term deposit accounts of which are rated in the highest short-term rating
category by DBRS or the long-term obligations of which are rated “AAA” by DBRS and (3) the short-term obligations
or short-term deposit accounts of which are rated in the highest short-term rating category by S&P or the long-term obligations
or deposit accounts of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by
S&P) and (E) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of
any such Rating Agency or Companion Loan Rating Agency as set forth in clauses (A) through (E) above, such lower rating as is
the subject of a Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency
or Companion Loan Rating Agency as applicable, relating to the Certificates and any Serviced Companion Loan Securities); provided,
however, that the investments described in this clause must (x) have a predetermined fixed dollar amount of principal due
at maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must be tied
to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments
must not be subject to liquidation prior to their maturity;


 






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(v)        demand
and time deposits in, or certificates of deposit of, or bankers’ acceptances issued by, any bank or trust company, savings
and loan association or savings bank, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are
rated at least “F1” by Fitch or the long-term obligations of which are rated at least “A” by Fitch, (2) the
short-term obligations or short-term deposit accounts of which are rated at least “R-1 (middle)” by DBRS or the long-term
obligations or long-term deposit accounts of which are rated at least “A” by DBRS and (3) the short term obligations
of which are rated at least “A-1” by S&P, (B) if it has a term of more than thirty days and not in excess
of three months, (1) the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations
of which are rated at least “AA-” by Fitch, (2) the short-term obligations or short-term deposit accounts of
which are rated at least “R-1 (middle)” by DBRS or the long-term obligations or long-term deposit accounts of which
are rated at least “AA(low)” by DBRS and (3) the short-term obligations or short-term deposit accounts of which are
rated “A-1+” by S&P (or “A-1” by S&P if the obligations mature within sixty (60) days), or the
long-term obligations or deposit accounts of which are rated at least “AA-” by S&P (with a short-term rating of
“A-1” by S&P), (C) if it has a term of more than three months and not in excess of six months, (1) the short-term
obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-”
by Fitch, (2) the short-term obligations of which are rated in the highest short-term rating category by DBRS or the long-term
obligations of which are rated at least “AA” by DBRS and (3) the short-term obligations of which are rated in the
highest short-term rating category by S&P or the long-term obligations or deposit accounts of which are rated at least “AA-”
by S&P (with a short-term rating of “A-1” by S&P), (D) if it has a term of more than six months, (1) the short-term
obligations of which are rated at least “F1+” by Fitch or the long-term obligations of which are rated at least “AA-”
by Fitch, (2) the short-term obligations or short-term deposit accounts of which are rated in the highest short-term rating
category by DBRS or the long-term obligations of which are rated “AAA” by DBRS and (3) the short-term obligations
or short-term deposit accounts of which are rated in the highest short-term rating category by S&P or the long-term obligations
or deposit accounts of which are rated at least “AA-” by S&P and (E) the obligations of which satisfy the Applicable
Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Companion Loan Rating Agency as set forth
in clauses (A) through (E) above, such lower rating as is the subject of a Rating Agency Confirmation or Companion Loan Rating
Agency Confirmation, as applicable, by such Rating Agency or Companion Loan Rating Agency, as applicable, relating to the Certificates
and any Serviced Companion Loan Securities); provided, however, that the investments described in this clause must
(x) have a predetermined fixed dollar amount of principal due at maturity that cannot vary or change, (y) if such investments
have a variable rate of interest, such interest rate must be tied to a single interest rate index plus a fixed spread (if any)
and must move proportionately with that index, and (z) such investments must not be subject to liquidation prior to their
maturity;


 


(vi)        debt
obligations, (A) if it has a term of thirty days or less, (1) the short-term obligations of which are rated at least “F1”
by Fitch or the long-term obligations of which are rated at least “A” by Fitch, (2) the short-term obligations
of which are rated at least “R-1 (middle)” by DBRS or the long-term obligations of which are rated at least “A”
by DBRS and (3) the short term obligations of which are rated at least “A-1” by S&P, (B) if it has a


 






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term
of more than thirty days and not in excess of three months, (1) the short-term obligations of which are rated at least “F1+”
by Fitch or the long-term obligations of which are rated at least “AA-” by Fitch, (2) the short-term obligations
of which are rated at least “R-1 (middle)” by DBRS or the long-term obligations of which are rated at least “AA(low)”
by DBRS and (3) the short term obligations of which are rated “A-1+” by S&P (or “A-1” by S&P if
the obligations mature within sixty (60) days), or the long-term obligations of which are rated at least “AA-” by
S&P (with a short-term rating of “A-1” by S&P), (C) if it has a term of more than three months and not in
excess of six months, (1) the short-term obligations of which are rated at least “F1+” by Fitch or the long-term obligations
of which are rated at least “AA-” by Fitch, (2) the short-term obligations of which are rated in the highest
short-term rating category by DBRS or the long-term obligations of which are rated at least “AA” by DBRS and (3) the
short-term obligations of which are rated in the highest short-term rating category by S&P or the long-term obligations of
which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P), (D) if it has
a term of more than six months, (1) the short-term obligations of which are rated at least “F1+” by Fitch or the long-term
obligations of which are rated at least “AA-” by Fitch, (2) the short-term obligations of which are rated in
the highest short-term rating category by DBRS or the long-term obligations of which are rated “AAA” by DBRS and (3)
the short-term obligations of which are rated in the highest short-term rating category by S&P or the long-term obligations
of which are rated at least “AA-” by S&P (with a short-term rating of “A-1” by S&P) and (E) the
obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency
or Companion Loan Rating Agency as set forth in clauses (A) through (E) above, such lower rating as is the subject of a Rating
Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Companion Loan Rating
Agency, as applicable, relating to the Certificates and any Serviced Companion Loan Securities); provided, however,
that the investments described in this clause must (x) have a predetermined fixed dollar amount of principal due at
maturity that cannot vary or change, (y) if such investments have a variable rate of interest, such interest rate must be
tied to a single interest rate index plus a fixed spread (if any) and must move proportionately with that index, and (z) such
investments must not be subject to liquidation prior to their maturity;


 


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


 






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“AA(low)”
by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be S&P
and/or Fitch)) and (3) the short-term obligations of which are rated at least “A-1+” by S&P (or “A-1”
by S&P if the obligations mature within sixty (60) days), or the long-term obligations of which are rated at least “AA-”
by S&P (with a short-term rating of “A-1” by S&P), (C) if it has a term of more than three months and
not in excess of six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch or
the long-term debt obligations of which are rated at least “AA-” by Fitch, (2) the short-term obligations of
which are rated in the highest short-term rating category by DBRS or the long-term obligations of which are rated at least “AA”
by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be S&P
and/or Fitch)) and (3) the short-term obligations of which are rated at least “A-1+” by S&P (or at least “A-1”
by S&P, if the long term obligations of which are rated at least “AA-” by S&P), (D) if it has a term
of more than six months, (1) the short-term debt obligations of which are rated at least “F1+” by Fitch or the
long-term debt obligations of which are rated at least “AA-” by Fitch, (2) the short-term obligations of which
are rated in the highest short-term rating category by DBRS or the long-term obligations of which are rated “AAA”
by DBRS (if then rated by DBRS and, if not so rated, an equivalent rating (or higher) by two other NRSROs (which may be S&P
and/or Fitch) and (3) the short-term debt obligations of which are rated at least “A-1+” by S&P (or at least “A-1”
by S&P, if the long term obligations of which are rated at least “AA-” by S&P) and (E) the obligations of
which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Companion
Loan Rating Agency as set forth in clauses (A) through (E) above, such lower rating as is the subject of a Rating Agency Confirmation
or Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Companion Loan Rating Agency, as applicable,
relating to the Certificates and any Serviced Companion Loan Securities); provided, however, that the investments
described in this clause must (x) have a predetermined fixed dollar of principal due at maturity that cannot vary or
change, (y) if such investments have a variable rate of interest, such interest rate must be tied to a single interest rate
index plus a fixed spread (if any) and must move proportionately with that index, and (z) such investments must not be subject
to liquidation prior to their maturity;


 


(viii)      units
of money market mutual funds, which funds are regulated investment companies and seek to maintain a constant net asset value per
share, so long as such funds are (A) rated by DBRS in its highest money market fund ratings category, (B) rated by Fitch in its
highest money market fund ratings category, (C) rated “AAAm” by S&P and (D) rated at least “Aaa-mf”
by Moody’s (or, if not rated by any such Rating Agency or Companion Loan Rating Agency, otherwise acceptable to such Rating
Agency or Companion Loan Rating Agency, as applicable, as confirmed in a Rating Agency Confirmation or Companion Loan Rating Agency
Confirmation, as applicable);


 


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


 






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


 


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


 


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


 


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


 


“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.


 






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


 


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


 


“Principal
Balance Certificates”: The Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class G-RR, Class J-RR and Class VRR
Certificates.


 


“Regular
Certificates”: The Non-Vertically Retained Regular Certificates and the VRR Interest, collectively.


 


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


 


“Preliminary
Prospectus”: The prospectus dated November 20, 2019, relating to the Public Certificates.


 


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


 


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


 


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


 


“Primary
Collateral”: With respect to any Cross-Collateralized Mortgage Loan, any Mortgaged Property (or portion thereof) designated
as directly securing such


 






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Cross-Collateralized
Mortgage Loan and excluding any Mortgaged Property (or portion thereof) as to which the related lien may only be foreclosed upon
by exercise of the cross-collateralization provisions of such Cross-Collateralized Mortgage Loan.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


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


 


“Property
Advance”: As to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan), any advance made by the Master Servicer or the Trustee in respect of Property


 






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Protection
Expenses, together with all other customary, reasonable and necessary “out-of-pocket” costs and expenses (including
attorneys’ fees and fees and expenses of real estate brokers) incurred by the Master Servicer, the Special Servicer
or the Trustee in connection with the servicing and administration of a Serviced Mortgage Loan or Serviced Loan Combination, if
a default is imminent thereunder or a default, delinquency or other unanticipated event has occurred with respect thereto, or
in connection with the administration of any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan), including, but not limited to, the cost of (a) compliance with the obligations of the Master Servicer, the Special
Servicer or the Trustee, if any, set forth in Sections 2.04, 3.04 and 3.07 of this Agreement, (b) the
preservation, insurance, restoration, protection and management of a related Mortgaged Property, (c) obtaining any Insurance
Proceeds, Condemnation Proceeds or Liquidation Proceeds, (d) any enforcement or judicial proceedings with respect to a related
Mortgaged Property, including foreclosures, (e) any Appraisal or any other appraisal or update thereof expressly permitted
or required to be obtained hereunder and (f) the operation, management, maintenance and liquidation of any such REO Property;
provided that, notwithstanding anything to the contrary, “Property Advances” shall not include allocable overhead
of the Master Servicer, the Special Servicer or the Trustee, such as costs for office space, office equipment, supplies and related
expenses, employee salaries and related expenses and similar internal costs and expenses, or costs and expenses incurred by any
such party in connection with its purchase of any Mortgage Loan or REO Property pursuant to any provision of this Agreement or
an intercreditor agreement; and provided, further, that, no Property Advances shall be made with regard to a Subordinate
Companion Loan if the related Mortgage Loan is no longer held by the Trust. Each reference to the payment or reimbursement of
a Property Advance shall be deemed to include, whether or not specifically referred to, payment or reimbursement of interest thereon
at the Advance Rate from and including the date of the making of such Advance to but excluding the date of payment or reimbursement.
If and when used with respect to an Outside Serviced Mortgage Loan or any related REO Property, the term “Property Advance”
shall have the meaning assigned thereto or to the term “Servicing Advance” in the applicable Outside Servicing Agreement.


 


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


 


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


 


“Prospectus”:
The prospectus dated November 25, 2019, relating to the Public Certificates.


 


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


 


“PTCE”:
Prohibited Transaction Class Exemption.


 


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


 






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


 


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


 


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


 


With
respect to any REO Property that relates to a Serviced Loan Combination, the Purchase Price for the Trust Fund’s interest
in such REO Property shall be the amount calculated in accordance with the first sentence of this definition in respect of the
related REO Mortgage Loan(s) and, solely for purposes of calculating fair prices under the final sentence of Section 3.17(k)
of this Agreement, such amount shall be calculated as if the REO Mortgage Loan consisted of the REO Mortgage Loan and all
the related REO Companion Loan(s), if applicable.


 


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


 






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


 


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


 


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


 


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


 






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


 


“Rated
Final Distribution Date”: With respect to the rated Certificates, the Distribution Date occurring in December 2072.


 


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


 






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


 


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


 


“Realized
Loss”: With respect to each Distribution Date:


 


(i)         with
respect to the Non-Vertically Retained Principal Balance Certificates, the amount, if any, by which (A) the product of (1) the
Non-Vertically Retained Percentage and (2) the aggregate Stated Principal Balance (for purposes of this calculation only, 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) of the Mortgage Loans, including any REO Mortgage Loans, expected to be outstanding immediately following that Distribution
Date, is less than (B) the then aggregate Certificate Balance of the Non-Vertically Retained Principal Balance Certificates after
giving effect to distributions of principal on that Distribution Date;


 


(ii)        with
respect to the VRR Interest, the amount, if any, by which (A) the product of (1) the Vertically Retained Percentage and (2) the
aggregate Stated Principal Balance (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) of the Mortgage Loans, including any REO
Mortgage Loans, expected to be outstanding immediately following that Distribution Date, is less than (B) the then aggregate Certificate
Balance of the VRR Interest after giving effect to distributions of principal on that Distribution Date;


 


The
allocation of Realized Losses may be reversed as provided in Section 4.01(g) of this Agreement.


 


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


 






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


 


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


 


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


 


“Regulation
RR”: The final credit risk retention rules issued by the Office of the Comptroller of the Currency (appearing at 12
C.F.R. § 43.1, et seq.), the Securities and Exchange Commission (appearing at 17 C.F.R. § 246.1, et seq.)
and the Board of Governors of the Federal Reserve System (appearing at 12 C.F.R. § 244.1, et seq.), in each case as
applicable to any particular matter arising hereunder, that adopted the joint final rule promulgated by the Regulatory Agencies
(appearing at 79 F.R. 77601; pages 77740-77766) to implement the credit risk retention requirements of Section 15G of the
Securities Exchange Act of 1934, as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act,
as such rule may be amended from time to time, and subject to such clarification and interpretation as have been provided by the
Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of any such agency, or as may be
provided by any such agency or its staff from time to time, in each case, as effective from time to time.


 


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


 


“Regulation S”:
Regulation S under the Act.


 


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


 


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


 


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


 


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


 


“Relevant
Distribution Date”: With respect to (a) any Significant Obligor with respect to the Trust, the Distribution Date, and
(b) any Significant Obligor with respect to an Other


 






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Securitization
Trust, the “Distribution Date” (or an analogous concept) under the related Other Pooling and Servicing Agreement.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 






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


 


“REO
Account”: A segregated custodial account or accounts created and maintained by with respect to each of the Mortgage
Loans (other than any Outside Serviced Mortgage Loan) and any Serviced Loan Combinations, Midland Loan Services, a Division of
PNC Bank, National Association, as the Special Servicer pursuant to Section 3.16 of this Agreement on behalf of the
Trustee in trust for the Certificateholders and the related Serviced Companion Loan Holders, which (subject to any change in the
identities of such Special Servicer and/or the Trustee) shall be entitled “Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of
the registered Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15
and the Companion Loan Holder, as their interests may appear--REO Account”. Any such account or accounts shall be an Eligible
Account.


 


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


 


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


 


“REO
Loan”: An REO Mortgage Loan, REO Companion Loan, REO Mortgage Loan or REO Loan Combination, as the context may require.


 


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


 


“REO
Mortgage Loan”: Any Mortgage Loan as to which the related Mortgaged Property has become an REO Property (including an
REO Property consisting of the Trust’s beneficial interest in a Mortgaged Property acquired upon a foreclosure or deed-in-lieu
of foreclosure of any of the Outside Serviced Mortgage Loans under the applicable Outside Servicing Agreement; for the avoidance
of doubt, any such beneficial interest will not be serviced by the Special Servicer under this Agreement).


 


“REO
Proceeds”: With respect to any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan)
and the related REO Mortgage Loan and REO Companion Loan, all revenues received by the Special Servicer with respect to such REO
Property, REO Mortgage Loan or REO Companion Loan which do not constitute Liquidation Proceeds. In the case of an Outside Serviced
Mortgage Loan that has become an REO Mortgage Loan and in the case of the related REO Property, “REO Proceeds” under
this Agreement shall be limited to any proceeds of the type described above in this definition that are received by the Trust
Fund in connection with such Outside Serviced Mortgage Loan, pursuant to the allocations set forth in the related Co-Lender Agreement.


 


“REO
Property”: A Mortgaged Property as to which title has been acquired on behalf of the Trust Fund and any related Serviced
Companion Loan Holder through foreclosure, deed-in-lieu of foreclosure or otherwise; provided that a Mortgaged Property
that secures an


 






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Outside
Serviced Mortgage Loan shall constitute an REO Property if and when it is acquired under the applicable Outside Servicing Agreement
on behalf of the Trustee for the benefit of the Trust Fund as the holder of such Outside Serviced Mortgage Loan and of the related
Companion Loan Holder(s) through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwise in accordance with applicable
law in connection with a default or imminent default of such Outside Serviced Mortgage Loan.


 


“Reportable
Event”: As defined in Section 10.07 of this Agreement.


 


“Reporting
Servicer”: As defined in Section 10.09(a) of this Agreement.


 


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


 


“Repurchase
Communication”: For purposes of Sections 2.04(a) and 3.01(c) of this Agreement only, any communication,
whether oral or written, which need not be in any specific form.


 


“Repurchase
Request”: A Certificateholder Repurchase Request, a PSA Party Repurchase Request or any other Repurchase Communication
of a request or demand for repurchase or replacement of any Mortgage Loan alleging a Document Defect or Breach with respect to
such Mortgage Loan.


 


“Repurchase
Request Rejection”: As defined in Section 2.04(a) of this Agreement.


 


“Repurchase
Request Withdrawal”: As defined in Section 2.04(a) of this Agreement.


 


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


 


“Requesting
Certificateholder”: (i) The Initial Requesting Certificateholder, if any, or (ii) any other Certificateholder or Certificate
Owner that, in each case, is exercising its rights under Section 2.03(g) of this Agreement to refer a matter involving
a Repurchase Request to either mediation or arbitration; provided that a Holder of a Class VRR Certificate may not
be a Requesting Certificateholder.


 


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


 


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


 


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


 


“Resolution
Failure”: As defined in Section 2.03(f) of this Agreement.


 


“Resolved”:
With respect to a Repurchase Request, means that (i) the related Material Defect has been cured, (ii) the related Mortgage
Loan has been repurchased in accordance with the related Mortgage Loan Purchase Agreement, (iii) a mortgage loan has been
substituted


 






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for
the related Mortgage Loan in accordance with the related Mortgage Loan Purchase Agreement, (iv) the applicable Mortgage Loan
Seller has made a Loss of Value Payment, (v) a contractually binding agreement has been entered into between the Enforcing
Servicer, on behalf of the Trust, and the related Mortgage Loan Seller that settles the related Mortgage Loan Seller’s obligations
under the related Mortgage Loan Purchase Agreement, or (vi) the related Mortgage Loan is no longer property of the Trust
as a result of a sale or other disposition in accordance with this Agreement.


 


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


 


“Restricted
Group”: Collectively, the following persons and entities: the Trustee; the Underwriters; the Depositor; the Master Servicer;
the Special Servicer; any Sub-Servicers; the Sponsors; each Mortgagor, if any, with respect to Mortgage Loans constituting more
than 5% of the total unamortized principal balance of all the Mortgage Loans in the Trust Fund as of the Closing Date; and any
and all Affiliates of any of the aforementioned Persons.


 


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


 


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


 


“Retained
Defeasance Rights and Obligations”: As defined in Section 3.09(d)(ii) of this Agreement.


 


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


 


“Retained
Interest Safekeeping Account”: An account maintained by the Certificate Administrator, which account shall be deemed
to be owned by the Holder(s) of the Risk Retention Certificates in proportion equal to their respective ownership interests in
the Risk Retention Certificates.


 


“Retaining
Party”: Each of CREFI as holder of the VRR1 Interest, DBNY as holder of the VRR2 Interest, JPMCB as holder of the VRR3
Interest, and the Third Party Purchaser, as holder of the HRR Interest, and any successor holder of all or part of the VRR1 Interest,
the VRR2 Interest, the VRR3 Interest or the HRR Interest.


 






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“Retaining
Sponsor”: GACC, acting as retaining sponsor as such term is defined under Rule 2 of Regulation RR.


 


“Review
Materials”: As defined in Section 11.01(b)(i).


 


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


 


“Revised
Rate”: With respect to any ARD Mortgage Loan, the increased interest rate after the Anticipated Repayment Date (in the
absence of a default) for such ARD Mortgage Loan, as calculated and as set forth in the related Loan Agreement.


 


“Risk
Retention Affiliate” or “Risk Retention Affiliated”: Means “affiliate” of or “affiliated”
with, as such terms are defined in Rule 2 of Regulation RR.


 


“Risk
Retention Certificate”: Any of the Certificates comprising the RR Interest.


 


“Risk
Retention Consultation Party”: Each of (i) the party selected by CREFI, (ii) the party selected by JPMCB, and (iii)
the party selected by DBNY. The Certificate Administrator shall promptly provide the name and contact information for the initial
Risk Retention Consultation Parties upon request of any party to this Agreement and any such requesting party may conclusively
rely on the name and contact information provided by the Certificate Administrator. The other parties hereto shall be entitled
to assume, without independent investigation or verification, that the identity of any Risk Retention Consultation Party has not
changed until such parties receive written notice of (including the identity of and contact information for) a replacement of
such Risk Retention Consultation Party from CREFI (in the case of the VRR1 Risk Retention Consultation Party), DBNY (in the case
of the VRR2 Risk Retention Consultation Party) or JPMCB (in the case of the VRR3 Risk Retention Consultation Party). Notwithstanding
the foregoing, no Risk Retention Consultation Party shall have any consultation rights with respect to any Excluded RRCP Mortgage
Loan with respect thereto. The initial VRR1 Risk Retention Consultation Party shall be CREFI, the initial VRR2 Risk Retention
Consultation Party shall be DBNY, and the initial VRR3 Risk Retention Consultation Party shall be JPMCB.


 


“RR
Interest”: The VRR Interest and the HRR Interest, collectively.


 


“RR
Interest Transfer Restriction Period”: With respect to: (a) the VRR Interest, the VRR Interest Transfer Restriction
Period; and (b) the HRR Interest, the HRR Interest Transfer Restriction Period.


 


“Rule 144A”:
Rule 144A under the Act.


 


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


 


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


 



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“Rule 15Ga-1
Notice”: As defined in Section 2.04(a) of this Agreement.


 


“Rule 15Ga-1
Notice Provider”: As defined in Section 2.04(a) of this Agreement.


 


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


 


“Rule 17g-5
Information Provider”: The Certificate Administrator acting in such capacity under this Agreement.


 


“Rule 17g-5
Information Provider’s Website”: The website established and maintained by the Rule 17g-5 Information Provider
pursuant to Section 12.06 and Section 12.13 of this Agreement, initially located at https://sf.citidirect.com,
under the “NRSRO” tab for the related transaction.


 


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


 


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


 


“Sarbanes-Oxley
Certification”: As defined in Section 10.05(a)(iv) of this Agreement.


 


“Schedule
AL Additional File”: With respect to each CREFC® Schedule AL File prepared by the Master Servicer pursuant
to Section 4.02(b), any data file containing additional information or schedules regarding data points in such CREFC®
Schedule AL File required by Items 1111(h)(4) and/or 1111(h)(5) of Regulation AB and Item 601(b)(103) of Regulation S-K.


 


“Scheduled
Principal Distribution Amount”: With respect to each Distribution Date, an amount equal to the aggregate of the principal
portions of:


 


(A)       all
Monthly Payments (which do not include Balloon Payments) with respect to the Mortgage Loans (including any REO Mortgage Loans)
due or deemed due during or, if and to the extent not previously received or advanced pursuant to Section 4.06 and
distributable to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, in each case to
the extent either (i) paid by the Mortgagor as of the Determination Date (or, in the case of an Outside Serviced Mortgage Loan,
received by the Master Servicer as of the Business Day immediately preceding the related Master Servicer Remittance Date) or (ii)
advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.06 in respect of such Distribution
Date); and


 






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(B)       all
Balloon Payments with respect to the Mortgage Loans (including any REO Mortgage Loans) to the extent received during the related
Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of the Business Day
immediately preceding the related Master Servicer Remittance Date), and to the extent not included in clause (A) above for
the subject Distribution Date and not previously received or advanced and distributable to Certificateholders on a preceding Distribution
Date.


 


For
purposes of clarification, the Scheduled Principal Distribution Amount from time to time shall include all late payments of principal
made by the Mortgagors with respect to the Mortgage Loans, including late payments in respect of a delinquent Balloon Payment,
received during the periods or by the times described above in this definition, except to the extent those late payments are otherwise
applied to reimburse the Master Servicer or the Trustee, as the case may be, for prior P&I Advances, pursuant to Section 3.06(a)
and Section 3.06A(a).


 


“Secure
Data Room”: The “Diligence Files” tab on the page relating to this transaction located within the Certificate
Administrator’s Website (initially “https://sf.citidirect.com”).


 


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


 


“Serviced
AB Loan Combination”: An AB Loan Combination that is serviced under this Agreement.


 


“Serviced
Companion Loan”: A Serviced Pari Passu Companion Loan or a Serviced Subordinate Companion Loan. With respect to each
Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Companion Loan will no longer be
a Serviced Companion Loan on and after the related Servicing Shift Date.


 


“Serviced
Companion Loan Holder”: A Serviced Pari Passu Companion Loan Holder or a Serviced Subordinate Companion Loan Holder,
as applicable.


 


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


 


“Serviced
Loan”: A Serviced Mortgage Loan or Serviced Companion Loan.


 


“Serviced
Loan Combination”: A Serviced Pari Passu Loan Combination or a Serviced AB Loan Combination, as applicable. The only
Serviced Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as to which “Serviced”
is set forth in the Loan Combination Table under the column heading “Servicing Type,” together with any


 






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Servicing
Shift Loan Combinations. A Servicing Shift Loan Combination will no longer be a Serviced Loan Combination on and after the related
Servicing Shift Date.


 


“Serviced
Loan Combination Remittance Date”: With respect to any Serviced Companion Loan: (i) the date specified as the applicable
“remittance date” (or analogous concept) in the related Co-Lender Agreement; or (ii) if no such applicable “remittance
date” (or analogous concept) is so specified in the related Co-Lender Agreement, then, if such Serviced Companion Loan is
not included in an Other Securitization Trust, the Master Servicer Remittance Date and, if such Serviced Companion Loan is included
in an Other Securitization Trust, the Business Day immediately following the “determination date” (or analogous concept)
set forth in the related Other Pooling and Servicing Agreement.


 


“Serviced
Mortgage Loan”: A Mortgage Loan that is not an Outside Serviced Mortgage Loan.


 


“Serviced
Outside Controlled Loan Combination”: A Serviced Loan Combination with respect to which the related “controlling
note” (regardless of whether such note evidences a Pari Passu Companion Loan or a Subordinate Companion Loan) is not an
asset of the Trust. Each Servicing Shift Loan Combination will be a Serviced Outside Controlled Loan Combination prior to the
related Servicing Shift Date. Each Servicing Shift Loan Combination will cease to be a Serviced Outside Controlled Loan Combination
from and after the related Servicing Shift Date. Each Serviced AB Loan Combination will be a Serviced Outside Controlled Loan
Combination for so long as a related Subordinate Companion Loan is evidenced by the “control note” (or analogous concept),
or the holder of a related Subordinate Companion Loan is the “directing holder” (or analogous concept), under the
related Co-Lender Agreement. As of the Closing Date, the Austin Landing Mixed-Use Loan Combination is the only Serviced Outside
Controlled Loan Combination.


 


“Serviced
Outside Controlled Mortgage Loan”: With respect to a Serviced Outside Controlled Loan Combination, the related Serviced
Mortgage Loan included in the Trust, which is evidenced by a non-controlling promissory note made by the related Mortgagor. Each
Servicing Shift Mortgage Loan will be a Serviced Outside Controlled Mortgage Loan prior to the related Servicing Shift Date. Each
Servicing Shift Mortgage Loan will cease to be a Serviced Outside Controlled Mortgage Loan on and after the related Servicing
Shift Date. The Mortgage Loan included in a Serviced AB Loan Combination will be a Serviced Outside Controlled Mortgage Loan for
so long as a related Subordinate Companion Loan is evidenced by the “control note” (or analogous concept), or the
holder of a related Subordinate Companion Loan is the “directing holder” (or analogous concept), under the related
Co-Lender Agreement. As of the Closing Date, the Austin Landing Mixed-Use Mortgage Loan is the only Serviced Outside Controlled
Mortgage Loan relating to the Trust.


 


“Serviced
Pari Passu Companion Loan”: A Pari Passu Companion Loan that is part of a Serviced Pari Passu Loan Combination. With
respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Loan Combination, each related Pari Passu Companion
Loan will cease to be a Serviced Pari Passu Companion Loan on and after the related Servicing Shift Date.


 






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


 


“Serviced
Pari Passu Loan Combination”: A Pari Passu Loan Combination that is a Serviced Loan Combination. Each Servicing Shift
Loan Combination will cease to be a Serviced Pari Passu Loan Combination on and after the related Servicing Shift Date.


 


“Serviced
Subordinate Companion Loan”: A Subordinate Companion Loan that is part of a Serviced AB Loan Combination.


 


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


 


“Serviced
Mortgage Loan”: Any Serviced Mortgage Loan.


 


“Servicer”:
As defined in Section 10.02(b) of this Agreement.


 


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


 


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


 


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


 


“Servicing
Fee”: With respect to each Mortgage Loan (including each Mortgage Loan that is a Specially Serviced Loan and each Outside
Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced Companion Loan (including each Serviced Companion Loan that is
a Specially Serviced Loan) and each REO Companion Loan that is included as part of a Serviced Loan Combination and for any Distribution
Date, the amount accrued during the related Interest Accrual Period at the related Servicing Fee Rate on, in the case of the initial
Distribution Date, the Cut-Off Date Balance and, in the case of any subsequent Distribution Date, the Stated Principal Balance
of such Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan or REO Companion Loan, as the case may be, as of the close of
business on the Distribution Date in the related Interest Accrual Period; provided that such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on
the related Mortgage Loan or Serviced Loan Combination is computed and shall be prorated for partial periods; and provided,
further, that, notwithstanding Section 3.05, Section 3.06 or Section 3.12 of this Agreement,
(1) the Servicing Fee shall be payable from the Lower-Tier REMIC and (2) the portion thereof payable with respect to
each Outside Serviced Mortgage Loan to the applicable Outside Servicer shall be calculated and paid under the applicable Outside
Servicing Agreement, shall not be payable to the Master Servicer, shall previously have been deducted by the applicable Outside
Servicer prior to remittance to the Trust and shall not be withdrawn from the Collection Account.


 


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


 






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Servicing
Fee Rate (%)” on the Mortgage Loan Schedule; with respect to each Companion Loan secured by the Mortgaged Property identified
on the Mortgaged Loan Schedule as Innovation Park or any successor REO Companion Loan with respect thereto), 0.00125% per annum;
and with respect to each Companion Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Austin Landing
Mixed-Use (or any successor REO Companion Loan with respect thereto), 0.00125% per annum.


 


“Servicing
File”: Any documents (other than documents required to be part of the related Mortgage File but including copies of
such documents required to be part of the related Mortgage File) related to the origination or the servicing of a Mortgage
Loan that are in the possession of or under the control of the applicable Mortgage Loan Seller, including but not limited to appraisals,
environmental reports, engineering reports, legal opinions, and the applicable Mortgage Loan Seller’s asset summary, delivered
to the Master Servicer or the Special Servicer; provided that no information that is proprietary to the related Mortgage
Loan Seller or any draft documents, privileged or other related Mortgage Loan Seller communications, credit underwriting, due
diligence analyses or data, or internal worksheets, memoranda, communications or evaluations shall be required to be delivered
as part of the Servicing File. Notwithstanding anything to the contrary contained herein, with respect to each Outside Serviced
Mortgage Loan, the Servicing File shall consist solely of any related documents or records generated by the Master Servicer or
Special Servicer hereunder or received by either of them from the applicable Outside Servicer or Outside Special Servicer.


 


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


 


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


 


“Servicing
Shift Date”: With respect to any Servicing Shift Loan Combination, the date on which the related Pari Passu Companion
Loan evidenced by the Servicing Shift Lead Note is included in an Outside Securitization Trust, and which is also the date on
which the pooling and servicing agreement or other comparable agreement governing the creation of such Outside Securitization
Trust becomes the Outside Servicing Agreement for such Servicing Shift Loan Combination. For the avoidance of doubt, there is
no Servicing Shift Loan Combination relating to the Trust and, therefore, all references in this Agreement to “Servicing
Shift Date” shall be disregarded.


 






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“Servicing
Shift Lead Note”: With respect to any Servicing Shift Loan Combination, the related Note, the securitization of which
shall cause the servicing of such Servicing Shift Loan Combination to shift to the applicable pooling and servicing agreement
or other comparable agreement governing that securitization. With respect to any Servicing Shift Loan Combination, the related
Servicing Shift Lead Note as of the Closing Date is identified in the footnotes to the Loan Combination Table. For the avoidance
of doubt, there is no Servicing Shift Loan Combination relating to the Trust and, therefore, all references in this Agreement
to “Servicing Shift Lead Note” shall be disregarded.


 


“Servicing
Shift Loan Combination”: Any Loan Combination that is initially serviced under this Agreement provided, that upon the
inclusion of a designated related Companion Loan in a future securitization, the servicing of such Loan Combination will shift
to the pooling and servicing agreement or other comparable agreement governing the securitization of such related Companion Loan
(whether by itself or with other mortgage assets). A Servicing Shift Loan Combination will be (i) a Serviced Loan Combination
prior to the related Servicing Shift Date servicing and (ii) an Outside Serviced Loan Combination on and after the related Servicing
Shift Date. The only Servicing Shift Loan Combinations related to the Trust as of the Closing Date are the Loan Combinations as
to which “Servicing Shift” is set forth in the Loan Combination Table under the column heading “Servicing Type.”
For the avoidance of doubt, there is no Servicing Shift Loan Combination relating to the Trust and, therefore, all references
in this Agreement to “Servicing Shift Loan Combination” shall be disregarded.


 


“Servicing
Shift Mortgage Loan”: Any Mortgage Loan that is part of a Servicing Shift Loan Combination. For the avoidance of doubt,
there is no Servicing Shift Mortgage Loan relating to the Trust and, therefore, all references in this Agreement to “Servicing
Shift Mortgage Loan” shall be disregarded.


 


“Servicing
Shift Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing
Shift Loan Combination, on and after the related Servicing Shift Date, the related pooling and servicing agreement or other comparable
agreement governing the creation of the Outside Securitization Trust that holds the related Pari Passu Companion Loan evidenced
by the related Servicing Shift Lead Note.


 


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


 






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


 


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


 


“Significant
Obligor”: Any “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) (i) with
respect to the Trust, or (ii) with respect to a Serviced Companion Loan and an Other Securitization Trust, as to which the applicable
Other Depositor has notified the Master Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) as to such Other Securitization Trust. There is no Significant Obligor with respect to the Trust.


 






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“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year) and each Significant Obligor, the date that is fifteen (15) days after the Relevant Distribution Date
occurring on or immediately following the date by which the related Mortgagor is required to deliver quarterly financial statements
to the lender under the related Loan Agreement in connection with such calendar quarter (which date is set forth in Section 10.11(a)
for any Significant Obligor with respect to the Trust).


 


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


 


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


 


“Special
Notice”: As defined in Section 5.07(b).


 


“Special
Servicer”: Midland Loan Services, a Division of PNC Bank, National Association, a national banking association, or its
successor in interest, or any successor Special Servicer appointed as provided herein, which successor Special Servicer shall,
with respect to any Excluded Special Servicer Mortgage Loan, include the related Excluded Mortgage Loan Special Servicer appointed
pursuant to Section 6.08(j) of this Agreement, as applicable and as the context may require.


 


“Special
Servicer Decision”: With respect to any Serviced Loan or Serviced Loan Combination, any of the following (to the extent
it is not a Major Decision):


 


(a)           approving
leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other
similar agreements for (i) all ground leases, including any determination whether to cure any borrower defaults relating to any
ground lease, and (ii) all other leases in excess of the lesser of (y) 30,000 square feet and (z) 30% of the net rentable
square footage at the related Mortgaged Property so long as it is reviewable by the lender under the related Loan Documents;


 


(b)          approving
any waiver regarding the receipt of financial statements (other than an immaterial timing waiver including late financial statements);


 


(c)           approving
annual budgets for the related Mortgaged Property (to the extent lender approval is required under the related Loan Documents)
that provide for (i) operating expenses equal to more than 110% of the amount that was budgeted therefor in the prior year
or (ii) payments to Persons or entities known by the Master Servicer to be affiliates of the related Mortgagor (excluding
affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan or Loan Combination);


 


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


 






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(e)           in
circumstances where no lender discretion is permitted other than confirming that the conditions in the related Loan Documents
have been satisfied (including determining whether any applicable terms or tests are satisfied), approving any request to incur
additional debt in accordance with the terms of the related Loan Documents;


 


(f)           approving
any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit held as “performance-based”,
“earn-out” or “holdback” escrows or reserves with respect to (i) any Mortgage Loan as to which such escrows
or reserves exceeded, as at the time of origination, 10% of the original principal balance of such Mortgage Loan, regardless of
whether such funding or disbursements may be characterized as routine and/or customary escrow and reserve fundings or disbursements
for which the satisfaction of performance-related criteria is not required pursuant to the terms of the related Loan Documents,
(ii) any Mortgage Loan as to which such escrows or reserves may not be characterized as routine and/or customary escrows, and
(iii) any Specified Mortgage Loans (for the avoidance of doubt with respect to sub-clauses (i) and (ii) above, any request
for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating
expenses, and tenant improvements pursuant to an approved lease, each in accordance with the related Loan Documents or any other
funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, shall not constitute a Special
Servicer Decision);


 


(g)          in
circumstances where no lender discretion is required other than confirming satisfaction of the applicable terms of the related
Loan Documents (including determining whether any applicable terms or tests are satisfied), approving requests for any release
of collateral or any acceptance of substitute or additional collateral for a Mortgage Loan; provided that, in any case, Special
Servicer Decisions will not include (i) grants of easements or rights of way that do not materially affect the use or value of
the Mortgaged Property or the Mortgagor’s ability to make any payments with respect to the Mortgage Loan; or (ii) the release,
substitution or addition of collateral securing any Serviced Mortgage Loan or Serviced Loan Combination in connection with a defeasance
of such collateral;


 


(h)          any
modification, consent to a modification or waiver of any material term of any intercreditor or similar agreement related to a
Serviced Mortgage Loan or Serviced Loan Combination, or any action to enforce rights with respect thereto, except that, if any
such modification or amendment would adversely impact the Master Servicer, such modification or amendment will additionally require
the consent of the Master Servicer as a condition to its effectiveness;


 


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


 






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


 


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


 


“Special
Servicing Compensation”: With respect to any Serviced Mortgage Loan, Serviced Loan Combination or REO Property (other
than an REO Property related to an Outside Serviced Mortgage Loan), any of the Special Servicing Fee, the Workout Fee, and the
Liquidation Fee which shall be due to the Special Servicer.


 


“Special
Servicing Fee”: With respect to each Specially Serviced Loan and REO Property (other than an REO Property related to
an Outside Serviced Mortgage Loan) and any Distribution Date, an amount accrued during the related Interest Accrual Period at
the applicable Special Servicing Fee Rate on the Stated Principal Balance of the related Specially Serviced Loan as of the
close of business on the Distribution Date in such Interest Accrual Period; provided that (a) such amounts shall be computed
for the same period and on the same interest accrual basis respecting which any related interest payment due or deemed due on
the related Specially Serviced Loan is computed and shall be prorated for partial periods and (b) such fee shall be payable monthly
(i) in the case of a Serviced Loan Combination, from collections on such Serviced Loan Combination; and (ii) in the case of a
Mortgage Loan (including a Mortgage Loan that is part of a Serviced Loan Combination, if the fee remains unpaid as described in
the immediately preceding clause (i)), from general collections on all the Mortgage Loans and any REO Properties. For the
avoidance of doubt, the Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 


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


 


“Specially
Serviced Loan”: Any Serviced Loan (including a related REO Mortgage Loan or REO Companion Loan) as to which any of the
following events has occurred (taking into account any cure rights of any related Serviced Subordinate Companion Loan Holder under
the related Co-Lender Agreement.):


 


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


 






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


 


(ii)       solely
in the case of a delinquent Balloon Payment, (A) 30 days after the date on which that Balloon Payment was due (except as
described in clause B below) or (B) if (1) the related Mortgagor has delivered to the Master Servicer or the Special Servicer
(each of whom shall promptly deliver a copy to the other and any applicable Directing Holder and Consulting Party), on or before
the date on which that Balloon Payment was due, a refinancing commitment, letter of intent or otherwise binding application or
other similar binding document for refinancing from an acceptable lender or signed purchase agreement reasonably acceptable to
the Special Servicer, (2) the related Mortgagor continued to make its Monthly Payments on each Due Date, and (3) no other Servicing
Transfer Event has occurred with respect to the Serviced Loan, then a Servicing Transfer Event will not occur until the earlier
of (x) 120 days after the date on which the Balloon Payment was due and (y) the termination of the refinancing commitment
or purchase agreement; or


 


(b)          there
shall have occurred a default (other than as set forth in clause (a) above and other than an Acceptable Insurance Default)
that (i) the Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable
Directing Holder) determines materially impairs the value of the related Mortgaged Property as security for the Serviced Loan
or otherwise materially adversely affects the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of
a Serviced Loan Combination, the interests of the Certificateholders and the related Serviced Companion Loan Holder(s) in such
Serviced Loan Combination), and (ii) continues unremedied for the applicable grace period under the terms of the Serviced
Loan (or, if no grace period is specified and the default is capable of being cured, for 60 days); provided, that
any default requiring a Property Advance will be deemed to materially and adversely affect the interests of the Certificateholders
in the subject Serviced Mortgage Loan (or, in the case of a Serviced Loan Combination, the interests of the Certificateholders
and the related Serviced Companion Loan Holder(s) in such Serviced Loan Combination); or


 


(c)           a
decree or order of a court or agency or supervisory authority having jurisdiction in the premises in any involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law, or the appointment of a conservator, receiver or
liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up
or liquidation of its affairs, shall have been entered into against the related Mortgagor; or


 


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


 






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


 


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


 


(g)           the
Master Servicer or the Special Servicer (and, in the case of the Special Servicer, with the consent of any applicable Directing
Holder) determines that (i) a default (other than an Acceptable Insurance Default) under the Serviced Loan is reasonably foreseeable,
(ii) such default would materially impair the value of the corresponding Mortgaged Property as security for the Serviced Loan
or otherwise materially adversely affect the interests of Certificateholders in the Serviced Mortgage Loan (or, in the case of
a Serviced Loan Combination, the interests of the Certificateholders or the related Serviced Companion Loan Holder(s) in the Serviced
Loan Combination), and (iii) the default is likely to continue unremedied for the applicable cure period under the terms of the
Serviced Loan or, if no cure period is specified and the default is capable of being cured, for 60 days;


 


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


 


(w)          with
respect to the circumstances described in clause (a) of this definition, the related Mortgagor has made three consecutive
full and timely Monthly Payments under the terms of such Serviced Loan (as such terms may be changed or modified in connection
with a bankruptcy or similar proceeding involving the related Mortgagor or by reason of a modification, extension, waiver or amendment
granted or agreed to by the Master Servicer or the Special Servicer pursuant to Section 3.24 of this Agreement);


 


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


 


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


 


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


 






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


 


“Specially
Serviced Mortgage Loan”: A Mortgage Loan that is, or is part of, a Specially Serviced Loan.


 


“Specified
Mortgage Loans”: The Mortgage Loans identified on Exhibit GG to this Agreement.


 


“Split
Mortgage Loan”: Any Mortgage Loan that is part of a Loan Combination. The only Split Mortgage Loans that are assets
of the Trust as of the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule)
listed on the Loan Combination Table under the column heading “Loan No. for related Mortgage Loan.”


 


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


 


“Startup
Day”: The day designated as such pursuant to Section 2.13(c) of this Agreement.


 


“Stated
Principal Balance”: With respect to any Mortgage Loan (other than an REO Mortgage Loan), as of any date of determination,
an amount equal to (a) the Cut-Off Date Balance of such Mortgage Loan (or, in the case of a Qualified Substitute Mortgage
Loan, the unpaid principal balance of such Mortgage Loan (as of the date of substitution) after application of all scheduled payments
of principal and interest due during or prior to the month of substitution, whether or not received), minus (b) the sum of
(i) any and all amounts (without duplication) attributable to such Mortgage Loan that are part of the Scheduled Principal
Distribution Amount for each and every Distribution Date coinciding with or preceding such date of determination and (ii) any
adjustment to the principal balance of such Mortgage Loan as a result of a reduction of principal by a bankruptcy court or as
a result of a modification reducing the principal balance of such Mortgage Loan as of the Determination Date for the most recent
Distribution Date coinciding with or preceding such date of determination. The Stated Principal Balance of a Mortgage Loan with
respect to which title to the related Mortgaged Property has been acquired on behalf of the Trust Fund and, if such Mortgage Loan
is part of a Loan Combination, the related Companion Loan Holder(s), is equal to the Stated Principal Balance thereof outstanding
on the date on which such title is acquired less any and all amounts attributable to the related REO Mortgage Loan that are part
of the Unscheduled Principal Distribution Amount and the principal portion of any P&I Advances with respect to such REO Mortgage
Loan for each and every Distribution Date coinciding with or preceding such date of determination but after the date on which
such title is acquired. With respect to any Serviced Companion Loan (including any successor REO


 






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Companion Loan with respect to
such Serviced Companion Loan), as of any date of determination, the Stated Principal Balance shall equal the unpaid principal
balance of such Serviced Companion Loan as of the Cut-off Date, minus (i) all amounts remitted to the related Serviced Companion
Loan Holder on or prior to the most recent Distribution Date coinciding with or preceding such date of determination that are
allocable to principal of such Serviced Companion Loan and (ii) any adjustment to the principal balance of such Serviced
Companion Loan as a result of a reduction of principal by a bankruptcy court or as a result of a modification reducing the principal
amount due on such Serviced Companion Loan as of the Determination Date for the most recent Distribution Date coinciding with
or preceding such date of determination. Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage Loan or other
Serviced Companion Loan that has been paid in full or a Specially Serviced Loan with respect to which the Special Servicer has
made a Final Recovery Determination (or, in the case of an Outside Serviced Mortgage Loan, with respect to which the Outside Special
Servicer has made an equivalent determination) shall be zero from and after the Distribution Date related to the Collection Period
in which such payment or determination is made. The Stated Principal Balance of a Serviced Loan Combination (including an REO
Loan Combination), as of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage
Loan (including an REO Mortgage Loan) and the related Serviced Companion Loan(s) (including any related REO Companion Loan(s)).


 


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


 


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


 


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


 


“Subordinate
YM Certificates”: As defined in Section 4.01(d) of this Agreement.


 


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


 






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


 


“Substitution
Shortfall Amount”: With respect to a substitution pursuant to Section 2.04(a) of this Agreement, an amount
equal to the excess, if any, of the Purchase Price of the Mortgage Loan being replaced calculated as of the date of substitution
over the Stated Principal Balance of the related Qualified Substitute Mortgage Loan after application of all scheduled payments
of principal and interest due during or prior to the month of substitution. In the event that one or more Qualified Substitute
Mortgage Loans are substituted (at the same time by the same Mortgage Loan Seller) for one or more deleted Mortgage Loans, the
Substitution Shortfall Amount shall be determined as provided in the preceding sentence on the basis of the aggregate Purchase
Prices of the Mortgage Loan or Mortgage Loans being replaced and the aggregate Stated Principal Balances of the related Qualified
Substitute Mortgage Loans.


 


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


 


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


 


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


 


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


 


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


 


“Termination
Purchase Amount”: As of any time of determination, an amount equal to the sum of (A) the aggregate Purchase Price
(excluding the amount described in clause (g) of the definition of “Purchase Price”) of all the Mortgage Loans
(exclusive of any successor REO Mortgage Loans with respect thereto) then included in the Trust and (B) the Appraised Value
of the Trust’s portion of each REO Property, if any, then included in the Trust, as determined by the Special Servicer (the
relevant appraisals for purposes of this clause (B) shall be obtained by the Special Servicer and prepared by an Appraiser
in accordance with MAI standards).


 


“Test”:
As defined in Section 11.01(b)(iv).


 


“Third
Party Purchaser”: Any “third-party purchaser” or “subsequent third-party purchaser” (each within
the meaning of Regulation RR) that holds, or a “majority-owned affiliate”


 






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(under Regulation RR) of which holds, some
or all of the HRR Interest in accordance with this Agreement and applicable laws and regulations; provided that if there
are multiple such parties with respect to the HRR Interest then “Third Party Purchaser” shall mean, individually and
collectively, those multiple parties. Commencing on the Closing Date, Eightfold Real Estate Capital Fund V, L.P. shall be the
initial Third Party Purchaser.


 


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


 


“Threshold
Event Collateral”: As defined in Section 3.28(f).


 


“TPP
Risk Retention Requirements” means all of the requirements and obligations set forth in Rule 7 and/or Rule 12
of Regulation RR that are applicable to a third-party purchaser who purchases an eligible horizontal residual interest or to its
Affiliates, as such requirements or obligations may be amended from time to time, and subject to such clarification and interpretation
as have been provided by the Regulatory Agencies in the adopting release (79 FR 77601 et seq.) or by the staff of
any such agency, or as may be provided by any such agency or its staff from time to time, in each case, as effective from time
to time as of the applicable date compliance is required.


 


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


 


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


 


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


 


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


 


“Trust”:
The trust created by this Agreement.


 


“Trust
Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of: (i) such Mortgage
Loans as from time to time are subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified
Substitute Mortgage Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due
after, the Cut-Off Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only
to the extent of the Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any
REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Mortgage Loans required to be maintained pursuant to this Agreement and any proceeds thereof; (vi) the
Trustee’s rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s
rights under any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s
and the Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage
Loans deposited in the Collection Account, the


 






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Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the
Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01
of this Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold
Event Collateral.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


“Trustee/Certificate
Administrator Fee Rate”: With respect to each Mortgage Loan, a rate equal to 0.00840% per annum.


 


“UBSCM
2019-C17 PSA”: The Pooling and Servicing Agreement, dated as of October 1, 2019, between UBS Commercial Mortgage Securitization
Corp., as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC, as special servicer,
Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association, as trustee, and
Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, as the same may be amended from time to
time in accordance with the terms thereof, pursuant to which the UBS Commercial Mortgage Trust 2019-C17, Commercial Mortgage Pass-Through
Certificates, Series 2019-C17 were issued.


 






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“Underwriter
Exemption”: Collectively, (a) Prohibited Transaction Exemption 91-23, granted to a predecessor of Citigroup Global Markets
Inc., (b) the prohibited transaction exemption granted to Deutsche Bank Securities Inc., Department Final Authorization Number 97-03E,
and (c) the Prohibited Transaction Exemption 2002-19 granted to J.P. Morgan Securities LLC, each as most recently amended by Prohibited
Transaction Exemption 2013-08 and as further amended by the Department of Labor from time to time.


 


“Underwriters”:
Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Academy Securities, Inc. and Drexel
Hamilton, LLC.


 


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


 


“Unscheduled
Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the aggregate of: (a) all
Principal Prepayments received on the Mortgage Loans during the related Collection Period (or, in the case of the Outside Serviced
Mortgage Loans, all Principal Prepayments received during the period that renders them includable in the Aggregate Available Funds
for such Distribution Date); and (b) any other collections (exclusive of payments by Mortgagors) received on the Mortgage Loans
and, to the extent of the Trust’s interest therein, any REO Properties during the related Collection Period (or, in the
case of an Outside Serviced Mortgage Loan or any interest in REO Property acquired with respect thereto, all such proceeds received
during the period that renders them includable in the Aggregate Available Funds for such Distribution Date), whether in the form
of Liquidation Proceeds, Insurance Proceeds, Condemnation proceeds, net income, rents, and REO Proceeds or otherwise, that were
identified and applied by the Master Servicer (and/or, in the case of an Outside Serviced Mortgage Loan, the related Outside Servicer)
as recoveries of previously unadvanced principal of the related Mortgage Loan.


 


“Unsolicited
Information”: As defined in Section 11.01(b)(iii).


 


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


 


“Upper-Tier
REMIC Distribution Account”: The trust account or accounts created and maintained as a separate trust account (or separate
sub-account within the same account as another Distribution Account) or accounts by the Certificate Administrator pursuant
to Section 3.05(b) of this Agreement, which (subject to any changes in the identities of the Trustee and/or the Certificate
Administrator) shall be entitled “Citibank, N.A., as Certificate Administrator, on behalf of Wilmington Trust, National
Association, as Trustee, for the benefit of the registered Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B15, Upper-Tier REMIC Distribution Account” and


 






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which must be an Eligible Account. The Upper-Tier
REMIC Distribution Account shall be an asset of the Upper-Tier REMIC.


 


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


 


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


 


“Vertical
Risk Retention Allocation Percentage”: The Vertically Retained Percentage divided by the Non-Vertically Retained Percentage.


 


“Vertically
Retained Certificates”: All of the Class VRR Certificates collectively.


 


“Vertically
Retained Percentage”: A fraction, expressed as a percentage, the numerator of which is the initial Certificate Balance
of the Class VRR Interest, and the denominator of which is the aggregate initial Certificate Balance of all Classes of Principal
Balance Certificates.


 


“Voting
Rights”: The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of
Certificates. At all times during the term of this Agreement, the Voting Rights shall be allocated among the respective Classes
of Certificateholders as follows: (a) 1% in the aggregate in the case of the respective Classes of the Interest-Only Certificates,
allocated pro rata based upon their respective Notional Amounts as of the date of determination (but only for so long as
the Notional Amount of at least one Class of Interest-Only Certificates is greater than zero), and (b) in the case of any
Class of Principal Balance Certificates, a percentage equal to the product of 99% (or, if the Notional Amounts of all Classes
of Interest-Only Certificates have been reduced to zero, 100%) and a fraction, the numerator of which is equal to the Certificate
Balance of such Class of Principal Balance Certificates as of the date of determination, and the denominator of which is equal
to the aggregate of the Certificate Balances of all Classes of the Principal Balance Certificates, in each case as of the date
of determination (provided that, if, but only if, expressly so provided herein in any circumstance, the allocation or exercise
of Voting Rights for any particular purpose shall take into account the allocation of Appraisal Reduction Amounts to notionally
reduce Certificate Balances). The Voting Rights of any Class of Certificates shall be allocated among Holders of Certificates
of such Class in proportion to their respective Percentage Interests. The Class R Certificates shall not be entitled to any Voting
Rights.


 


“VRR
Allocation Percentage”: A percentage equal to the Vertically Retained Percentage divided by the Non-Vertically Retained
Percentage.


 






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


 


“VRR
Interest”: All of the Class VRR Certificates collectively.


 


“VRR
Interest Distribution Amount”: With respect to the VRR Interest for any Distribution Date, an amount equal to the product
of (A) the Vertical Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed to the Holders
of the Non-Vertically Retained Regular Certificates pursuant to Sections 4.01(b)(i), (iv), (vii), (x),
(xiii), (xvi), (xix), (xxii) and (xxv) on such Distribution Date.


 


“VRR
Interest Transfer Restriction Period”: With respect to the VRR Interest, the period from the Closing Date to the earlier
of: (i) the date that is latest of (A) the date on which the aggregate unpaid principal balance of all outstanding Mortgage Loans
has been reduced to 33% of the aggregate Cut-off Date Balance of the Mortgage Loans, (B) the date on which the aggregate outstanding
Certificate Balance of all Classes of Principal Balance Certificates has been reduced to 33% of the aggregate outstanding Certificate
Balance of all Classes of Principal Balance Certificates as of the Closing Date, or (C) two (2) years after the Closing Date;
or (ii) in the sole discretion of the Retaining Sponsor and the Depositor, the date on which the provisions of Regulation RR applicable
to the Retaining Sponsor, the Retaining Parties and the securitization transaction contemplated by this Agreement are repealed
in their entirety or are otherwise eliminated and the Retaining Sponsor and the Depositor have determined that such repeal or
elimination renders Regulation RR in its entirety inapplicable (and that there are no other risk retention requirements under
the Dodd-Frank Act that would be applicable) to the securitization transaction contemplated by this Agreement.


 


“VRR
Principal Distribution Amount”: With respect to the VRR Interest for any Distribution Date, an amount equal to the product
of (A) the Vertical Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed to the Holders
of the Non-Vertically Retained Principal Balance Certificates pursuant to Sections 4.01(b)(ii), (v), (viii),
(xi), (xiv), (xvii), (xx), (xxiii) and (xxvi) and the penultimate paragraph of Section 4.01(b)
on such Distribution Date.


 


“VRR
Realized Loss Interest Distribution Amount”: With respect to any Distribution Date, an amount equal to the product of
(A) the Vertical Risk Retention Allocation Percentage and (B) the aggregate amount of interest on reimbursed Realized Losses
distributed to the Holders of the Non-Vertically Retained Principal Balance Certificates pursuant to Sections 4.01(b)(iii),
(vi), (ix), (xii), (xv), (xviii), (xxi), (xxiv) and (xxvii) on such Distribution
Date.


 


“VRR
Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Vertically Retained Percentage of
any Excess Interest collected on the ARD Mortgage Loans, and (ii) the Vertically Retained Percentage of amounts held from
time to time in the Excess Interest Distribution Account (if established).


 


“VRR1
Interest”: As defined in the Preliminary Statement.


 






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“VRR1
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by CREFI.


 


“VRR2
Interest”: As defined in the Preliminary Statement.


 


“VRR2
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by DBNY.


 


“VRR3
Interest”: As defined in the Preliminary Statement.


 


“VRR3
Risk Retention Consultation Party”: The Risk Retention Consultation Party selected by JPMCB.


 


“WAC
Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average of the applicable
Net Mortgage Pass-Through Rates of the Mortgage Loans (including the REO Mortgage Loans) for such Distribution Date, weighted
on the basis of their respective Stated Principal Balances immediately prior to such Distribution Date.


 


“WHFIT”:
A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22)
or successor provisions.


 


“WHFIT
Regulations”: Treasury Regulations section 1.671-5, as amended.


 


“WHMT”:
A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(23) or successor
provisions.


 


“Withheld
Amounts”: As defined in Section 3.23 of this Agreement.


 


“Workout-Delayed
Reimbursement Amounts”: With respect to any Mortgage Loan or Serviced Loan Combination, the amount of any Advance made
with respect to such Mortgage Loan or Serviced Loan Combination on or before the date such Mortgage Loan or Serviced Loan Combination
becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan,
together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not
reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan or Serviced Loan Combination
becomes a Corrected Loan and (ii) the amount of such Advance becomes a future obligation of the Mortgagor to pay under the
terms of modified Loan Documents. That any amount constitutes all or a portion of any Workout-Delayed Reimbursement Amount shall
not in any manner limit the right of any Person hereunder to determine in the future that such amount instead constitutes a Nonrecoverable
Advance.


 


“Workout
Fee”: The fee paid to the Special Servicer with respect to each Corrected Loan equal to the applicable Workout Fee Rate
applied to each collection of interest (excluding Default Interest and Excess Interest) and principal (other than any amount for
which a Liquidation Fee is paid) received on such Corrected Loan for so long as it remains a Corrected Loan; provided that
no Workout Fee shall be payable by the Trust with respect to such Corrected Loan if and to the extent that the Corrected Loan
became a Specially Serviced Loan under clause (c) of the definition of Specially Serviced Loan (and no other clause thereof)
and no mortgage loan event of


 






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default actually occurs, unless the Serviced Mortgage Loan (or Serviced Loan Combination, if applicable)
is modified by the Special Servicer in accordance with the terms hereof; provided, further, that if a Serviced Mortgage
Loan (or Serviced Loan Combination, if applicable) becomes a Specially Serviced Loan under this Agreement only because of an event
described in clause (a)(ii) of the definition of Specially Serviced Loan as a result of a payment default at maturity and
the related collection of interest and principal is received within 90 days following the related Maturity Date in connection
with the full and final payoff or refinancing of the related Serviced Mortgage Loan (or Serviced Loan Combination, if applicable),
the Special Servicer will not be entitled to collect a Workout Fee, but may collect and retain appropriate fees from the related
Mortgagor in connection with such workout; provided, further, that the Workout Fee with respect to any Specially
Serviced Loan that becomes a Corrected Loan under this Agreement shall be reduced by any Excess Modification Fees paid by or on
behalf of the related Mortgagor with respect to such Serviced Mortgage Loan (or Serviced Loan Combination, if applicable) as described
in the definition of Excess Modification Fees in this Agreement, but only to the extent those fees have not previously been deducted
from a Workout Fee or Liquidation Fee.


 


“Workout
Fee Rate”: A rate equal to the lesser of (a) 1.0% and (b) such lower rate as would result in a Workout Fee
of $1,000,000 when applied to each expected payment of principal and interest (other than Default Interest and Excess Interest)
on the subject Serviced Mortgage Loan (or related Serviced Loan Combination, if applicable) from the date such Mortgage Loan (or
related Serviced Loan Combination, if applicable) becomes a Corrected Loan, through and including the then-related maturity date;
provided that, if the rate in clause (a) above would result in a Workout Fee that would be less than $25,000 when
applied to each expected payment of principal and interest (other than Default Interest and Excess Interest) on the subject Serviced
Mortgage Loan (or related Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or related Serviced
Loan Combination, if applicable) becomes a Corrected Loan through and including the then-related maturity date, then the Workout
Fee Rate shall be a rate equal to such higher rate as would result in a Workout Fee equal to $25,000 when applied to each expected
payment of principal and interest (other than Default Interest and Excess Interest) on such Serviced Mortgage Loan (or related
Serviced Loan Combination, if applicable) from the date such Serviced Mortgage Loan (or related Serviced Loan Combination, if
applicable) becomes a Corrected Loan through and including the then-related maturity date.


 


“XML
Format”: Extensible markup language electronic format.


 


“Yield
Maintenance Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge or prepayment
premium, if any, payable under the related Note in connection with certain prepayments.


 


Section 1.02       
Certain Calculations. Unless otherwise specified herein, the following provisions shall apply:


 


(a)          
All calculations of interest with respect to the Mortgage Loans shall be made in accordance with the terms of the related Note
and Mortgage.


 


(b)          
For purposes of distribution of Yield Maintenance Charges to the Certificateholders pursuant to Section 4.01(d) of
this Agreement on any Distribution Date,


 






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the Class of Non-Vertically Retained Principal Balance Certificates as to which
the Non-Vertically Retained Percentage of any prepayment shall be deemed to be distributed shall be determined on the assumption
that the portion of the Principal Distribution Amount paid to the Non-Vertically Retained Principal Balance Certificates on such
Distribution Date in respect of principal shall consist first of the Non-Vertically Retained Percentage of scheduled payments
included in the definition of Principal Distribution Amount and second of the Non-Vertically Retained Percentage of prepayments
included in such definition.


 


(c)          
Any Mortgage Loan payment is deemed to be received by the Trust Fund on the date such payment is actually received by the Master
Servicer, the Special Servicer or the Certificate Administrator; provided, however, that for purposes of calculating
distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan are deemed to be received on the date
they are applied in accordance with Section 3.01(b) of this Agreement to reduce the outstanding principal balance
of such Mortgage Loan on which interest accrues.


 


(d)          
For purposes of calculating distributions on the Certificates and, in the absence of express provisions in the related Loan Documents
(and/or, with respect to each Outside Serviced Mortgage Loan, the related Outside Servicing Agreement) to the contrary, for purposes
of otherwise collecting amounts due under a Mortgage Loan, all amounts collected by or on behalf of the Trust in respect of any
Mortgage Loan in the form of payments from the related Mortgagor, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds
(excluding, if applicable, in the case of each Serviced Loan Combination, any amounts payable to the holder(s) of the related
Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated in the following order of priority:


 


(i)          as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage
Loan, and unpaid interest at the Advance Rate on such Advances and, if applicable, unreimbursed and unpaid expenses of the Trust;


 


(ii)        
as a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances
at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Pool (as described
in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 


(iii)        to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all unpaid interest
(exclusive of Default Interest and Excess Interest) accrued on such Mortgage Loan at the related Mortgage Rate in effect from
time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after taking into account
any allocations pursuant to clause (v) below on earlier dates, the aggregate portion of the accrued and unpaid interest described
in subclause (A) of this clause (iii) that either (1) was not advanced because of the


 






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reductions (if any) in the
amount of related P&I Advances for such Mortgage Loan that have theretofore occurred under Section 4.06(a) of
this Agreement in connection with the related Appraisal Reduction Amounts or (2) accrued at the related Net Mortgage Rate
on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency Amount in effect
from time to time and as to which no P&I Advance was made;


 


(iv)        to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage
Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if the
Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);


 


(v)        
as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the
extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such
Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related Appraisal
Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at the related
Net Mortgage Rate on the portion of the Stated Principal Balance of such Mortgage Loan equal to any related Collateral Deficiency
Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections have not been allocated
as recovery of such accrued and unpaid interest pursuant to this clause (v) on earlier dates);


 


(vi)       
as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes,
assessments and insurance premiums and similar items relating to such Mortgage Loan;


 


(vii)      
as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;


 


(viii)     
as a recovery of any Yield Maintenance Charge then due and owing under such Mortgage Loan;


 


(ix)       
as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;


 


(x)         
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under such Mortgage
Loan;


 


(xi)        
as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other
than, if applicable, accrued and unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due
and owing, first, allocated to Consent Fees and, then, allocated to Operating Advisor Consulting Fees);


 






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(xii)      
as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance;
and


 


(xiii)      
in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest;


 


provided
that, to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the
lender’s rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property
(including following a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Loan
Combination, as applicable, exceeds 125%, or would exceed 125% following any partial release (based solely on the value of
the real property and excluding personal property and going concern value, if any) must be collected and allocated to reduce
the principal balance of the Mortgage Loan or the related Serviced Loan Combination in the manner permitted by the REMIC
Provisions.


 


(e)          
Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of
the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of each
Serviced Loan Combination, exclusive of any amounts payable to the holder(s) of the related Companion Loan(s) pursuant to the
related Co-Lender Agreement) shall be deemed to be allocated for purposes of calculating distributions on the Certificates and
(subject to any related Co-Lender Agreement and/or Outside Servicing Agreement) for purposes of otherwise collecting amounts due
under the Mortgage Loan in the following order of priority:


 


(i)         
as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related REO
Mortgage Loan and interest at the Advance Rate on all Advances and, if applicable, unreimbursed and unpaid expenses of the Trust
with respect to the related REO Mortgage Loan;


 


(ii)         as a recovery of any Nonrecoverable Advances with respect to the related REO Mortgage Loan and any interest on those Nonrecoverable
Advances at the Advance Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as
described in the first proviso in the definition of “Aggregate Principal Distribution Amount”);


 


(iii)        
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest
on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) all
unpaid interest (exclusive of Default Interest and Excess Interest) accrued on such REO Mortgage Loan at the applicable Mortgage
Rate in effect from time to time through the end of the applicable Mortgage Loan interest accrual period, over (B) after
taking into account any allocations pursuant to clause (v) below or clause (v) of Section 1.02(d) above
on earlier dates, the aggregate portion of the accrued and unpaid interest described in subclause (A) of this clause (iii)
that either (1) was not advanced because of the reductions (if any) in the amount of related


 






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P&I Advances for the related
REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with Appraisal
Reduction Amounts or (2) accrued at the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such
REO Mortgage Loan equal to any related Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance
was made;


 


(iv)        
to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related
REO Mortgage Loan to the extent of its entire unpaid principal balance;


 


(v)        
as a recovery of accrued and unpaid interest on the related REO Mortgage Loan (exclusive of Default Interest and Excess Interest)
to the extent of the sum of (A) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for
such REO Mortgage Loan that have theretofore occurred under Section 4.06(a) of this Agreement in connection with related
Appraisal Reduction Amounts, plus (B) any unpaid interest (exclusive of Default Interest and Excess Interest) that accrued at
the applicable Net Mortgage Rate on the portion of the Stated Principal Balance of such REO Mortgage Loan equal to any related
Collateral Deficiency Amount in effect from time to time and as to which no P&I Advance was made (to the extent that collections
have not theretofore been allocated as a recovery of such accrued and unpaid interest on earlier dates pursuant to this clause (v)
or clause (v) of Section 1.02(d) above);


 


(vi)       
as a recovery of any Yield Maintenance Charge then due and owing under the related REO Mortgage Loan;


 


(vii)      
as a recovery of any late payment charges and Default Interest then due and owing under the related REO Mortgage Loan;


 


(viii)     
as a recovery of any Assumption Fees, assumption application fees and Modification Fees then due and owing under the related REO
Mortgage Loan;


 


(ix)        
as a recovery of any other amounts then due and owing under the related REO Mortgage Loan other than, if applicable, accrued and
unpaid Excess Interest (and, if both Consent Fees and Operating Advisor Consulting Fees are due and owing, first, allocated
to Consent Fees and, then, allocated to Operating Advisor Consulting Fees); and


 


(x)         
in the case of an ARD Mortgage Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess
Interest.


 


(f)           
The applications of amounts received in respect of any Mortgage Loan pursuant to paragraph (d) of this Section 1.02
shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received
in respect of any Mortgage Loan or any REO Property pursuant to paragraph (e) of this Section 1.02 shall be determined
by the Special Servicer (unless such Mortgage Loan is, or such REO


 






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Property relates to, an Outside Serviced Mortgage Loan, in
which case such applications shall be determined by the Master Servicer) in accordance with the Servicing Standard.


 


(g)          
All net present value calculations and determinations made hereunder with respect to the Mortgage Loans, the Serviced Companion
Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”, and
including, if and when applicable, with respect to an Outside Serviced Mortgage Loan or the related Mortgaged Property or any
related REO Property) shall be made using the Calculation Rate.


 


(h)          
For purposes of calculating Pass-Through Rates and distributions on, and allocations of applicable Realized Losses to, the Certificates,
as well as for purposes of calculating the Servicing Fee, the Trustee/Certificate Administrator Fee, the Operating Advisor Fee
and the Asset Representations Reviewer Ongoing Fee payable each month, each REO Property (including any REO Property with respect
to an Outside Serviced Mortgage Loan held pursuant to an Outside Servicing Agreement) will be treated as if the related Mortgage
Loan and any related Companion Loan(s) had remained outstanding and the related Loan Documents continued in full force and effect;
and all references to “Mortgage Loan,” “Mortgage Loans” or “Mortgage Pool” (or any other capitalized
terms of which such terms are a part) in this Agreement, when used in that context, will be deemed to also be references to or
to also include, as the case may be, any related REO Mortgage Loan, and all references to “Companion Loan,” “Companion
Loans” (or any other capitalized terms of which such terms are a part) in this Agreement, when used in that context, will
be deemed to also be references to or to also include, as the case may be, any related REO Companion Loan. Each REO Loan will
generally be deemed to have the same characteristics as its actual predecessor Mortgage Loan or Companion Loan, as applicable,
including the same fixed Mortgage Rate (and, accordingly, the same Net Mortgage Rate) and the same unpaid principal balance and
Stated Principal Balance. Amounts due on the predecessor Mortgage Loan or Companion Loan, as applicable, including any portion
of those amounts payable or reimbursable to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator or the Trustee, as applicable, will continue to be “due” in respect of the
REO Loan; and amounts received in respect of the related REO Property, net of payments to be made, or reimbursements to the Master
Servicer or Special Servicer for payments previously advanced, in connection with the operation and management of that property,
generally will be applied by the Master Servicer as if received on the predecessor Mortgage Loan or Companion Loan, as applicable.


 


Section 1.03       
Certain Constructions. (a) For purposes of this Agreement, references to the most or next most subordinate Class of
Non-Vertically Retained Regular Certificates outstanding at any time shall mean the most or next most subordinate Class of
Non-Vertically Retained Regular Certificates then outstanding as among the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D, Class X-F, Class A-S, Class B,
Class C, Class D, Class E, Class F, Class G-RR and Class J-RR Certificates; provided, however,
that for purposes of determining the most subordinate Class of Non-Vertically Retained Regular Certificates, in the event
that the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5 and Class A-AB Certificates are the
only Classes of Non-Vertically Retained Principal


 






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Balance Certificates outstanding, the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-AB and Class X-A Certificates together will be treated as the most subordinate
Class of Non-Vertically Retained Regular Certificates. For purposes of this Agreement, each Class of Certificates (other
than the Class R Certificates) shall be deemed to be outstanding only to the extent its respective Certificate Balance or
Notional Amount has not been reduced to zero. For purposes of this Agreement, the Class R Certificates shall be deemed to
be outstanding so long as the Trust REMICs have not been terminated pursuant to Section 9.01 of this Agreement.


 


(b)          
For purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:


 


(i)          
the terms defined in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed
to include the other gender;


 


(ii)         
references herein to “Articles”, “Sections”, “Subsections”, “Paragraphs” and other
subdivisions without reference to a document are to designated Articles, Sections, Subsections, Paragraphs and other subdivisions
of this Agreement;


 


(iii)        
a reference to a Subsection without further reference to a Section is a reference to such Subsection as contained in the
same Section in which the reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


 


(iv)       
the words “herein”, “hereof”, “hereunder”, “hereto”, “hereby” and
other words of similar import refer to this Agreement as a whole and not to any particular provision; and


 


(v)        
the terms “include” or “including” shall mean without limitation by reason of enumeration.


 


Article
II



CONVEYANCE OF MORTGAGE LOANS; ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01       
Conveyance of Mortgage Loans .


 


(a)          
The Depositor, concurrently with the execution and delivery hereof, does hereby establish a trust to be designated as Benchmark
2019-B15 Mortgage Trust, appoint the Trustee to serve as trustee of such trust and assign, sell, transfer, set over and otherwise
convey to the Trustee (as holder of the Lower-Tier Regular Interests) in trust without recourse for the benefit of the Certificateholders
all the right, title and interest of the Depositor, including any security interest therein for the benefit of the Depositor,
in, to and under (i) the Mortgage Loans identified on the Mortgage Loan Schedule, (ii) Sections 2, 3, 4, 5 (other
than Section 5(e), 5(f), 5(g), 5(h) (insofar as it relates to the delivery of the subject certification to the Depositor)
and 5(m) (insofar as the indemnity relates to the


 






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failure in clause (ii) of such section 5(m)), 6 (other than Sections 6(i),
6(j) and 6(k)) and (to the extent related to the foregoing) 7, 11, 12, 13, 14, 16, 17, 18 and 23 of each Mortgage Loan Purchase
Agreement, (iii) each Co-Lender Agreement, if any, and (iv) all Escrow Accounts, Lock-Box Accounts and all other assets
included or to be included in the Trust Fund for the benefit of the Certificateholders. Such assignment includes all interest
and principal received or receivable on or with respect to the Mortgage Loans (other than payments of principal and interest and
other amounts due and payable on the Mortgage Loans on or before the Cut-Off Date and excluding any Retained Defeasance Rights
and Obligations with respect to the Mortgage Loans). Such assignment of any Outside Serviced Mortgage Loan is further subject
to the terms and conditions of the applicable Outside Servicing Agreement and the related Co-Lender Agreement. The transfer of
the Mortgage Loans and the related rights and property accomplished hereby is absolute and, notwithstanding Section 12.08
of this Agreement, is intended by the parties to constitute a sale.


 


(b)              
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, the Depositor shall
direct each Mortgage Loan Seller (pursuant to the related Mortgage Loan Purchase Agreement) to deliver to and deposit with (or
to cause to be delivered to and deposited with) the Custodian (on behalf of the Trustee), on or before the Closing Date, the Mortgage
File for each Mortgage Loan, with copies (other than with respect to an Outside Serviced Mortgage Loan) to be delivered, within
five (5) Business Days after the Closing Date, to the Master Servicer. Notwithstanding anything to the contrary contained herein,
(A) with respect to an Outside Serviced Mortgage Loan as of the Closing Date, the preceding document delivery requirements shall
be deemed satisfied by the delivery by the applicable Mortgage Loan Seller to the Custodian (on behalf of the Trustee) of (i) with
respect to the documents and/or instruments referred to in clause (1) of the definition of “Mortgage File”, executed
originals of the related documents, and (ii) with respect to the documents and/or instruments referred to in clauses (2)
through (20) of the definition of “Mortgage File”, a copy of such documents (with the actual such documents to be
delivered to the applicable Outside Custodian under the applicable Outside Servicing Agreement) and (B) with respect to a Servicing
Shift Mortgage Loan, the related Mortgage File delivered to and deposited with the Custodian (on behalf of the Trustee) as contemplated
by the first sentence of this Section 2.01(b) shall, on or after the related Servicing Shift Date, be transferred
to the Outside Custodian related to the securitization of the related Pari Passu Companion Loan evidenced by the related Servicing
Shift Lead Note in accordance with the second paragraph of Section 2.01(c) and with the expectation that the assignments
referred to in clauses (4), (5) and (14) of the definition of “Mortgage File” (to the extent that recordation
of such item would have otherwise been required) will be recorded in the name of the trustee for that securitization. None of
the Certificate Administrator, the Trustee, the Custodian, the Master Servicer or the Special Servicer shall be liable for any
failure by any Mortgage Loan Seller or the Depositor to comply with the document delivery requirements of the related Mortgage
Loan Purchase Agreement and this Section 2.01(b). Notwithstanding anything herein to the contrary, with respect to
letters of credit (exclusive of those relating to an Outside Serviced Mortgage Loan), the applicable Mortgage Loan Seller shall
deliver, on or before the Closing Date, to the Master Servicer and the Master Servicer shall hold the original (or copy, if such
original has been submitted by the applicable Mortgage Loan Seller to the issuing bank to effect an


 






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assignment or amendment of
such letter of credit (changing the beneficiary thereof to the Trustee (in care of the Master Servicer) for the benefit of Certificateholders
and, if applicable, the related Serviced Companion Loan Holder, to the extent required in order for the Master Servicer to draw
on such letter of credit on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced
Companion Loan Holder in accordance with the applicable terms thereof and/or of the related Loan Documents)) and the applicable
Mortgage Loan Seller shall be deemed to have satisfied any delivery requirements of the related Mortgage Loan Purchase Agreement
and this Section 2.01(b) by delivering, on or before the Closing Date, with respect to any letter(s) of credit a copy
thereof to the Custodian together with an Officer’s Certificate of the applicable Mortgage Loan Seller certifying that such
document has been delivered to the Master Servicer or an Officer’s Certificate from the Master Servicer certifying that
it holds the letter(s) of credit pursuant to this Section 2.01(b). If a letter of credit referred to in the previous
sentence is not in a form that would allow the Master Servicer to draw on such letter of credit on behalf of the Trustee for the
benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) in accordance with the applicable
terms thereof and/or of the related Loan Documents, the applicable Mortgage Loan Seller shall deliver the appropriate assignment
or amendment documents (or copies of such assignment or amendment documents if the related Mortgage Loan Seller has submitted
the originals to the related issuer of such letter of credit for processing) to the Master Servicer within 90 days of the
Closing Date; provided that with respect to a Servicing Shift Mortgage Loan, no such assignments shall be made until the earlier
of (i) the related Servicing Shift Date, in which case such assignments shall be made in accordance with the related Servicing
Shift Mortgage Loan Pooling and Servicing Agreement, and (ii) the earlier of (A) 180 days after the Closing Date and (B)
such time as any such letter of credit is required to be drawn upon by the Master Servicer, in which case such assignments shall
be made in favor of the Trustee for the benefit of the Certificateholders and for the benefit of the holder(s) of the related
Companion Loan(s), until the occurrence of the related Servicing Shift Date. Contemporaneous with the securitization of the related
Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note, any such letter of credit shall be assigned to the
related Outside Servicer or related Outside Trustee, as applicable, as provided in the related Servicing Shift Mortgage Loan Pooling
and Servicing Agreement. The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter(s)
of credit required in order for the Master Servicer to draw on such letter(s) of credit on behalf of the Trustee for the benefit
of Certificateholders and, if applicable, the related Serviced Companion Loan Holder, and shall cooperate with the reasonable
requests of the Master Servicer or the Special Servicer, as applicable, in connection with effectuating a draw under any such
letter of credit prior to the date such letter of credit is assigned or amended in order that it may be drawn by the Master Servicer
on behalf of the Trustee for the benefit of Certificateholders and, if applicable, the related Serviced Companion Loan Holder.


 


With
respect to any Serviced Mortgage Loan secured by a Mortgaged Property that is subject to a franchise agreement with a related
comfort letter in favor of the related Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer
or assign any such related comfort letter to the Trustee for the benefit of the Certificateholders (and, if applicable, the related
Serviced Companion Loan Holder(s)) or have a new comfort letter (or any such new


 






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document or acknowledgement as may be contemplated
under the existing comfort letter) issued in the name of the Trustee for the benefit of the Certificateholders (and, if applicable,
the related Serviced Companion Loan Holder(s)), the related Mortgage Loan Seller or its designee shall, within 45 days of
the Closing Date (or any shorter period if required by the applicable comfort letter), provide any such required notice or make
any such required request to the related franchisor for the transfer or assignment of such comfort letter or issuance of a new
comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), with a
copy of such notice or request to the Custodian (who shall include such document in the related Mortgage File) and the Master
Servicer, and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement
comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing
comfort letter), and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original
of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage
File.


 


After
the Depositor’s transfer of the Mortgage Loans to the Trustee pursuant to this Section 2.01(b), the Depositor
shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.


 


(c)          
The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the applicable Mortgage Loan Purchase
Agreement that it shall record and file, or cause a third party on its behalf to record and file, at the related Mortgage Loan
Seller’s expense, in the appropriate public recording office for real property records or UCC financing statements, as appropriate,
each related assignment of Mortgage and assignment of Assignment of Leases referred to in clause (4) of the definition of
“Mortgage File” and each related UCC-3 assignment referred to in clause (15) of the definition of “Mortgage
File”, in each case in favor of the Trustee. This subsection (c) shall not apply to any Outside Serviced
Mortgage Loan because the documents referred to herein have been assigned to the related Outside Trustee. Notwithstanding the
foregoing, with respect to a Servicing Shift Mortgage Loan: (A) the instruments of assignment referred to in clauses (4),
(5) and (14) in the definition of “Mortgage File” may be in blank and need not be recorded pursuant to this Agreement
(to the extent recordation would have otherwise been required) until the earliest of (i) the related Servicing Shift Date,
in which case such instruments shall be completed and, if applicable, recorded in accordance with the related Servicing Shift
Mortgage Loan Pooling and Servicing Agreement, and the related Mortgage Loan Seller shall deliver or cause the delivery of photocopies
of any such instruments of assignment so completed and recorded to the Custodian, (ii) such Servicing Shift Mortgage Loan
becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, in which case such assignments shall be
completed and, if applicable, recorded in accordance with this Agreement upon such occurrence, and (iii) the expiration of
180 days following the Closing Date, in which case assignments shall be completed and, if applicable, recordations shall
be effected in accordance with this Agreement upon such occurrence; and (B) on or promptly following the related Servicing
Shift Date and upon the transfer of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement
in accordance with the related Co-Lender Agreement, the Custodian shall deliver the originals of all documents constituting the
related Mortgage File and any other related Loan Documents (if not a part of the related Mortgage File) in its possession


 






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(other
than the documents described in clause (1) of the definition of “Mortgage File”) to the related Outside Trustee
or the Outside Custodian; provided that, prior to the delivery of any such original documents to the related Outside Trustee
or Outside Custodian, the Custodian shall make and retain photocopies of any and all documents so delivered to the related Outside
Trustee or the Outside Custodian; and provided, further, that, to the extent any instruments of assignment that are part of the
Mortgage File have been recorded or filed pursuant to this Agreement prior to the related Servicing Shift Date, the Trustee shall
execute and deliver assignments to the Outside Trustee.


 


The
Depositor hereby represents and warrants that the applicable Mortgage Loan Seller has covenanted in the related Mortgage Loan
Purchase Agreement as to each Mortgage Loan (exclusive of any Outside Serviced Mortgage Loan), that if it cannot deliver or cause
to be delivered the documents and/or instruments referred to in clauses (2), (3) and (6) (if recorded) and (15) of the
definition of “Mortgage File” solely because of a delay caused by the public recording or filing office where such
document or instrument has been delivered for recordation or filing, as applicable, a copy of the original certified by the applicable
Mortgage Loan Seller or the title agent to be a true and complete copy of the original thereof submitted for recording, shall
be forwarded to the Custodian. Each assignment referred to in the prior paragraph that is recorded and the file copy of each UCC-3
assignment referred to in the previous paragraph shall reflect that it should be returned by the public recording or filing office
to the Custodian or its agent following recording (or, alternatively, to the applicable Mortgage Loan Seller or its designee,
in which case the applicable Mortgage Loan Seller shall deliver or cause the delivery of the recorded/filed original to the Custodian
promptly following receipt); provided that, in those instances where the public recording office retains the original assignment
of Mortgage or assignment of Assignment of Leases, the applicable Mortgage Loan Seller or its designee shall obtain and provide
to the Custodian a certified copy of the recorded original. On a monthly basis, at the expense of the applicable Mortgage Loan
Seller, the Custodian shall forward to the Master Servicer a copy of each of the aforementioned assignments following the Custodian’s
receipt thereof.


 


If
the Custodian has received written notice that any of the aforementioned assignments is lost or returned unrecorded or unfiled,
as the case may be, because of a defect therein, then the Custodian shall direct the applicable Mortgage Loan Seller (pursuant
to the Mortgage Loan Purchase Agreement) promptly to prepare or cause the preparation of a substitute therefor or cure such defect
or cause such defect to be cured, as the case may be, and to record or file, or with respect to any assignments that a third party
on the Mortgage Loan Seller’s behalf has agreed to record or file as described above, to deliver to such third party the
substitute or corrected document.


 


(d)          
In connection with the Depositor’s assignment pursuant to Section 2.01(a) of this Agreement, except with respect
to any Outside Serviced Mortgage Loan, the Depositor shall direct the applicable Mortgage Loan Seller (pursuant to the related
Mortgage Loan Purchase Agreement) to deliver to and deposit with (or cause to be delivered to and deposited with) the Master
Servicer within five (5) Business Days after the Closing Date: (i) a copy of the Mortgage File; (ii) all documents and
records not otherwise required to be contained in the Mortgage File that (A) relate to the origination and/or servicing and
administration of the Mortgage Loans and any related Serviced Companion Loan(s), (B) are reasonably necessary for the ongoing
administration and/or


 






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servicing of the Mortgage Loans (including any asset summaries related to the Mortgage Loans that were delivered
to the Rating Agencies in connection with the rating of the Certificates) or any related Serviced Companion Loans or for evidencing
or enforcing any of the rights of the holder of the Mortgage Loans or any related Serviced Companion Loans or holders of interests
therein, and (C) are in possession or under control of the applicable Mortgage Loan Seller; and (iii) all unapplied
Escrow Payments and reserve funds in the possession or under control of the applicable Mortgage Loan Seller that relate to such
Mortgage Loans and any related Serviced Companion Loans, together with a statement indicating which Escrow Payments and reserve
funds are allocable to each Mortgage Loan or any related Serviced Companion Loan; provided that the applicable Mortgage
Loan Seller shall not be required to deliver any draft documents, privileged or other related Mortgage Loan Seller communications,
credit underwriting, due diligence analyses or data, or internal worksheets, memoranda, communications or evaluations. The Master
Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders
(and, insofar as they also relate to a Serviced Companion Loan, on behalf of and for the benefit of the applicable Serviced Companion
Loan Holder). Notwithstanding anything to the contrary, the foregoing provisions of this Section 2.01(d) shall not
apply to the Outside Serviced Mortgage Loans. In addition, each Mortgage Loan Seller is required, pursuant to the related Mortgage
Loan Purchase Agreement, to provide to the Master Servicer the initial data with respect to its Mortgage Loans for the CREFC®
Financial File and the CREFC® Loan Periodic Update File that are required to be prepared by the Master Servicer pursuant to
this Agreement.


 


(e)          
In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall deliver,
and hereby represents and warrants that it has delivered, to the Custodian and the Master Servicer, on or before the Closing Date,
a fully executed original counterpart of each Mortgage Loan Purchase Agreement, as in full force and effect, without amendment
or modification, on the Closing Date.


 


(f)           
With respect to a Serviced Loan Combination, the Custodian shall also hold the related Mortgage File for the use and benefit of
the related Serviced Companion Loan Holder(s).


 


(g)          
The parties to this Agreement acknowledge and agree, with respect to the Outside Serviced Mortgage Loans, that the Trust assumes
the obligations and rights of the holder of each Outside Serviced Mortgage Loan under the respective Co-Lender Agreement and/or
Outside Servicing Agreement.


 


(h)          
It is not intended that this Agreement create a partnership or a joint-stock association.


 


(i)           
The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that: (1) within sixty (60) days
after the Closing Date, the related Mortgage Loan Seller is required to deliver or cause to be delivered the Diligence File for
each of its Mortgage Loans to the Depositor by uploading such Diligence Files to the Designated Site; and (2) promptly upon completion
of such delivery of the Diligence Files (but in no event later than sixty (60) days after the Closing Date), the applicable


 






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Mortgage Loan Seller is required to provide to the Depositor (with a copy (which may be sent by email if and to the extent provided
for in Section 12.04 of this Agreement) to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, the Custodian, the Controlling Class Representative, the Asset Representations Reviewer and the Operating
Advisor) an officer’s certificate signed by such Mortgage Loan Seller certifying that the electronic copies of the documents
uploaded to the Designated Site constitute all documents required under the definition of “Diligence File” and such
Diligence Files are organized and categorized in accordance with the electronic file structure reasonably requested by the Depositor
(the “Diligence File Certification”).The Depositor shall have no responsibility for determining whether any
Diligence Files delivered to it are complete and shall have no liability to the Trust or the Certificateholders for the failure
of any Mortgage Loan Seller to deliver a Diligence File (or a complete Diligence File) to the Depositor.


 


(j)           
Within one (1) Business Day after 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 at the following email address: NoticeAdmin@midlandls.com.


 


(k)          
The parties to this Agreement acknowledge that each Mortgage Loan Purchase Agreement provides that, contemporaneously with the
execution of such Mortgage Loan Purchase Agreement by the Depositor and the related Mortgage Loan Seller, the related Mortgage
Loan Seller is required to deliver to the Special Servicer a power of attorney (substantially in the form of Exhibit G
to such Mortgage Loan Purchase Agreement) that permits the Special Servicer to take such other action as is necessary to effect
the delivery, assignment and/or recordation of any documents and/or instruments relating to any related Mortgage Loan which have
not been delivered, assigned or recorded at the time required for enforcement actions by the Special Servicer on behalf of the
Trust Fund.


 


Section 2.03        
Acceptance by the Trustee, the Custodian and the Certificate Administrator.


 


(a)          
The Trustee, by its execution and delivery of this Agreement, hereby accepts receipt, directly or through the Custodian on its
behalf, of (i) the Mortgage Loans and all documents delivered to it that constitute portions of the related Mortgage Files
and (ii) all other assets delivered to it and included in the Trust Fund, in good faith and without notice of any adverse
claim, and declares that it or the Custodian on its behalf holds and will hold such documents and any other documents subsequently
received by it that constitute portions of the Mortgage Files, and that the Custodian on behalf of the Trustee holds and will
hold the Mortgage Loans and such other assets, together with any other assets subsequently delivered to it that are to be included
in the Trust Fund, in trust for the exclusive use and benefit of all present and future Certificateholders and, if applicable,
the Serviced Companion Loan Holders pursuant to Section 2.02(f) of this Agreement. With respect to each Serviced Loan
Combination, the Custodian shall also hold the portion of such Mortgage File that relates to any Serviced Companion Loan in such
Loan Combination in trust for the use and benefit of the related Serviced Companion Loan


 






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Holder. In connection with the foregoing,
the Certificate Administrator, as the initial Custodian, hereby certifies to each of the other parties hereto, the applicable
Mortgage Loan Seller, each Underwriter and each Initial Purchaser that, as to each Mortgage Loan, (i) all documents specified
in clause (1) of the definition of “Mortgage File” are in its possession, and (ii) the original Note (or,
if accompanied by a lost note affidavit, the copy of such Note) received by it with respect to such Mortgage Loan has been
reviewed by it and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Mortgagor), (B) appears to have been executed (where appropriate) and (C) purports to relate to
such Mortgage Loan.


 


(b)          
On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following
the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the
day on which all exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased
or substituted for the last affected Mortgage Loan), the Custodian shall review the documents delivered to it with respect to
each Mortgage Loan, and the Custodian shall, subject to Sections 2.02(c), 2.03(c) and 2.03(d) of this
Agreement and the terms of the respective Mortgage Loan Purchase Agreements, certify in writing (substantially in the form of
Exhibit N to this Agreement) to each of the other parties hereto, the applicable Mortgage Loan Seller, each Underwriter
and each Initial Purchaser (and upon request, in the case of a Serviced Loan Combination, to the related Serviced Companion Loan
Holder) that, as to each Mortgage Loan then subject to this Agreement (except as specifically identified in any exception report
annexed to such certification, which exception report shall also be available in electronic format (including Excel-compatible
format) upon request): (i) all documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside
Serviced Mortgage Loan), (5), (6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20)
(for each Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File” are in its possession;
(ii) the recordation/filing contemplated by Section 2.02(c) of this Agreement has been completed (based
solely on receipt by the Custodian (whether that is the Certificate Administrator or any other Custodian appointed by it) of the
particular recorded/filed documents); (iii) all documents received by the Custodian with respect to such Mortgage Loan have
been reviewed by the Custodian and (A) appear regular on their face (handwritten additions, changes or corrections shall
not constitute irregularities if initialed by the Mortgagor), (B) appear to have been executed (where appropriate) and (C) purport
to relate to such Mortgage Loan; and (iv) based on the examinations referred to in Section 2.03(a) of this Agreement
and this Section 2.03(b) and only as to the foregoing documents (together with any Loan Agreement that has been delivered
by the related Mortgage Loan Seller), the information set forth in the Mortgage Loan Schedule with respect to the items specified
in clauses (iv) and (v)(B) of the definition of “Mortgage Loan Schedule” accurately reflects the information
set forth in the Mortgage File. With respect to the items listed in clauses (2), (3), (4) and (6) of the definition of “Mortgage
File” if the original of such document is not in the Custodian’s possession because it has not been returned from
the applicable recording office, then the Custodian’s certification prepared pursuant to this Section 2.03(b)
should indicate the absence of such original. In addition, as it relates to the Outside Serviced Mortgage Loans, with respect
to the items listed in clauses (1), (2), (3), (4), (5), (6), (7), (15) and (20) of the definition of “Mortgage


 






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File”,
the Custodian’s certification prepared pursuant to this Section 2.03(b) should indicate the absence of such
document: (i) in the case of the item listed in clause (1) of the definition of “Mortgage File”, unless the Custodian
is in possession of the original of such document; and (ii) in the case of the items listed in clauses (2), (3), (4), (5),
(6), (7), (15) and (20) of the definition of “Mortgage File”, unless the Custodian is in possession of a copy of such
document. If the Custodian’s obligation to deliver the certifications contemplated in this subsection terminates because
two years have elapsed since the Closing Date, the Certificate Administrator shall deliver (or cause any other Custodian appointed
by it to deliver) a comparable certification to any party hereto, the Serviced Companion Loan Holder and any Underwriter and any
Initial Purchaser on request.


 


(c)          
It is acknowledged that none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian
is under any duty or obligation to inspect, review or examine any of the documents, instruments, certificates or other papers
relating to the Mortgage Loans delivered to it to determine that the same are valid, legal, effective, genuine, binding, enforceable,
sufficient or appropriate for the represented purpose or that they are other than what they purport to be on their face. Furthermore,
none of the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator or the Custodian shall have any
responsibility for determining whether the text of any assignment or endorsement is in proper or recordable form, whether the
requisite recording of any document is in accordance with the requirements of any applicable jurisdiction, or whether a blanket
assignment is permitted in any applicable jurisdiction.


 


(d)          
The parties hereto hereby agree that the scope of the Custodian’s review of the Mortgage Files is limited solely to confirming
that the documents specified in clauses (1), (2), (3), (4) (other than with respect to an Outside Serviced Mortgage Loan),
(5), (6) (provided that the Custodian has been notified of any related modification), (7), (15) and (20) (for each Mortgage Loan
that is part of a Loan Combination) of the definition of “Mortgage File” have been received, appear regular on their
face and such additional information as will be necessary for delivering the certifications required by Sections 2.03(a)
and 2.03(b) of this Agreement, and such review is in no way intended to, nor shall it be used to, verify the content
of any collateral descriptions included in any data tapes and shall not otherwise directly or indirectly be reflected in any offering
document. Any review of the Mortgage Files by the Custodian and any certification with respect thereto is not intended to, and
shall not be deemed by the parties to this Agreement to, constitute “due diligence services” or a “third party
due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively, under the Exchange Act. Any
recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree, and each party to
this Agreement hereby agrees, that it shall not share such certification with any NRSRO or any party not addressed on such certification.
Notwithstanding the foregoing, nothing in this Section 2.02(d) shall relieve any party to this Agreement from its
obligation to deliver information to the Rating Agencies as required under and in accordance with the terms of this Agreement.


 


(e)          
If, after the Closing Date, the Depositor comes into possession of any documents or records that constitute part of the Mortgage
File or Servicing File for any


 






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Mortgage Loan, the Depositor shall promptly deliver such document to the Custodian with a copy
to the Master Servicer (if it constitutes part of the Servicing File).


 


Section 2.04       
Mortgage Loan Sellers’ Repurchase, Substitution or Cures of Mortgage Loans for Document Defects in Mortgage Files and
Breaches of Representations and Warranties.


 


(a)          
If (i) any party hereto (other than the Asset Representations Reviewer) (A) discovers or receives notice alleging that
any document constituting a part of a Mortgage File has not been properly executed, is missing, contains information that does
not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule, or does not appear
to be regular on its face (each, a “Document Defect”) or (B) discovers or receives notice alleging a breach
of any representation or warranty of the applicable Mortgage Loan Seller made pursuant to Section 6(c) of the related Mortgage
Loan Purchase Agreement with respect to any Mortgage Loan (a “Breach”) or (ii) the Special Servicer or
the Depositor receives a Repurchase Request, then such Person shall give prompt written notice thereof to the applicable Mortgage
Loan Seller, the Controlling Class Representative (prior to the occurrence and continuance of a Consultation Termination
Event), the other parties hereto, any related Serviced Companion Loan Holder (if applicable) and, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information
Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If any such Document
Defect or Breach materially and adversely affects, or any such Document Defect is deemed in accordance with Section 2.04(b)
of this Agreement to materially and adversely affect, the value of the related Mortgage Loan, the value of the related Mortgaged
Property (or any related REO Property) or the interests of the Trustee or any Certificateholder in the related Mortgage Loan or
the related Mortgaged Property (or any related REO Property) or causes any Mortgage Loan to fail to be a Qualified Mortgage, then
such Document Defect shall, subject to Section 2.04(b), constitute a “Material Document Defect”
or such Breach shall constitute a “Material Breach”, as the case may be. The Enforcing Servicer shall determine,
with respect to any affected Mortgage Loan (including any successor REO Mortgage Loan with respect thereto), whether a Document
Defect is a Material Document Defect or a Breach is a Material Breach. If such Document Defect or Breach has been determined to
be a Material Defect, then the Enforcing Servicer shall give prompt written notice to the other parties hereto, the Controlling
Class Representative (prior to the occurrence and continuance of a Consultation Termination Event), and the applicable Mortgage
Loan Seller (a) notifying such parties of the existence of such Material Defect and (b) demanding that the applicable Mortgage
Loan Seller, not later than 90 days from the earlier of the applicable Mortgage Loan Seller’s (x) discovery of, and
(y) receipt of notice of, and receipt of a demand to take action with respect to, such Material Defect (or, in the case of a Material
Defect relating to a Mortgage Loan not being a Qualified Mortgage, not later than 90 days from any party discovering such
Material Defect), cure the same in all material respects (which cure shall include payment of losses and any Additional Trust
Fund Expenses associated therewith (including, if applicable, the amount of any fees of the Asset Representations Reviewer payable
pursuant to the related Mortgage Loan Purchase Agreement attributable to the Asset Review of such Mortgage Loan)) or, if
such Material Defect cannot be cured within


 






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such 90 day period, either (before the end of such 90-day period) (i) repurchase
the affected Mortgage Loan or any related REO Property (or the Trust’s interest therein with respect to any Outside Serviced
Mortgage Loan) at the applicable Purchase Price by wire transfer of immediately available funds to the Collection Account or (ii) solely
in the case of an affected Mortgage Loan, substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan (provided
that in no event shall any such substitution occur on or after the second anniversary of the Closing Date) and pay the Master
Servicer for deposit into the Collection Account, any Substitution Shortfall Amount in connection therewith, all in conformity
with the applicable Mortgage Loan Purchase Agreement and this Agreement; provided, however, that if (i) such
Material Defect is capable of being cured but not within such 90 day period, (ii) such Material Defect is not related
to any Mortgage Loan not being a Qualified Mortgage and (iii) the applicable Mortgage Loan Seller has commenced and is diligently
proceeding with the cure of such Material Defect within such 90 day period, then such Mortgage Loan Seller shall have an
additional 90 days to complete such cure or, in the event of a failure to so cure, to complete such repurchase or substitution
(it being understood and agreed that, in connection with such Mortgage Loan Seller’s receiving such additional 90 day
period, such Mortgage Loan Seller shall deliver an Officer’s Certificate to the Trustee, the Master Servicer, the Special
Servicer and the Certificate Administrator setting forth the reasons such Material Defect is not capable of being cured within
the initial 90 day period and what actions such Mortgage Loan Seller is pursuing in connection with the cure thereof and
stating that such Mortgage Loan Seller anticipates that such Material Defect will be cured within such additional 90 day
period); and provided, further, that, if any such Material Defect is still not cured after the initial 90 day
period and any such additional 90 day period solely due to the failure of such Mortgage Loan Seller to have received the
recorded document, then such Mortgage Loan Seller shall be entitled to continue to defer its cure, repurchase and/or substitution
obligations in respect of such Material Defect so long as such Mortgage Loan Seller certifies to the Trustee, the Master Servicer,
the Special Servicer and the Certificate Administrator every 30 days thereafter that the Material Defect is still in effect
solely because of its failure to have received the recorded document and that such Mortgage Loan Seller is diligently pursuing
the cure of such defect (specifying the actions being taken), except that no such deferral of cure, repurchase or substitution
may continue beyond the date that is 18 months following the Closing Date. If the affected Mortgage Loan is to be repurchased,
the Master Servicer shall designate the Collection Account as the account to which funds in the amount of the Purchase Price are
to be wired. If the affected Mortgage Loan is to be substituted for, the Master Servicer shall designate the Collection Account
as the account to which funds in the amount of the Substitution Shortfall Amount are to be wired. Any such repurchase or substitution
of a Mortgage Loan shall be on a whole loan, servicing released basis. Monthly Payments due with respect to each Qualified Substitute
Mortgage Loan (if any) after the related Due Date in the month of substitution, and Monthly Payments due with respect to each
Mortgage Loan being repurchased or replaced after the related Cut-Off Date and received by the Master Servicer or the Special
Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, shall be part of the Trust Fund.
Monthly Payments due with respect to each Qualified Substitute Mortgage Loan (if any) on or prior to the related Due Date in the
month of substitution, and Monthly Payments due with respect to each Mortgage Loan being repurchased or replaced and received
by the


 






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Master Servicer or the Special Servicer on behalf of the Trust after the related date of repurchase or substitution, shall
not be part of the Trust Fund and are to be remitted by the Master Servicer to the Mortgage Loan Seller effecting the related
repurchase or substitution promptly following receipt. From and after the date of substitution, each Qualified Substitute Mortgage
Loan, if any, that has been substituted shall be deemed to constitute a “Mortgage Loan” hereunder for all purposes.
No mortgage loan may be substituted for a Defective Mortgage Loan as contemplated by this Section 2.03(a) if the Mortgage
Loan to be replaced was itself a Qualified Substitute Mortgage Loan that had replaced a prior Mortgage Loan, in which case, absent
a cure (including by the making of a Loss of Value Payment pursuant to the following paragraph) of the relevant Material Defect,
the affected Mortgage Loan will be required to be repurchased.


 


Notwithstanding
the foregoing provisions of this Section 2.03(a), in lieu of the related Mortgage Loan Seller performing its obligations
with respect to any Material Defect as set forth in the preceding paragraph, to the extent that such Mortgage Loan Seller and
the Enforcing Servicer (subject to the consent of the Controlling Class Representative if and for so long as no Control Termination
Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan), are able to agree upon a cash
payment payable by such Mortgage Loan Seller to the Trust that would be deemed sufficient to compensate the Trust for such Material
Defect (a “Loss of Value Payment”), such Mortgage Loan Seller may elect, in its sole discretion, to pay such
Loss of Value Payment to the Trust, and the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve
Fund to be applied in accordance with Section 3.06(c) of this Agreement; provided that a Material Defect as
a result of a Mortgage Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment. If the Enforcing
Servicer is the Special Servicer, then in connection with the Special Servicer’s reaching an agreement with a Mortgage Loan
Seller as to a Loss of Value Payment, the Master Servicer shall, upon the Special Servicer’s request, promptly provide the
Special Servicer with a copy of the Servicing File for such Mortgage Loan and any other information relating to such Mortgage
Loan and reasonably requested by the Special Servicer. Any agreement by the Enforcing Servicer with a Mortgage Loan Seller as
to any Loss of Value Payment with respect to a Specially Serviced Loan shall be subject to the consent of the Controlling Class Representative
(so long as no Control Termination Event has occurred and is continuing and other than with respect to an Excluded Mortgage Loan).
The Loss of Value Payment shall include the portion of any Liquidation Fees payable to the Special Servicer in respect of such
Loss of Value Payment and, in the case of a Mortgage Loan, the portion of fees of the Asset Representations Reviewer attributable
to any Asset Review of such Mortgage Loan. Upon its making a Loss of Value Payment, the related Mortgage Loan Seller shall be
deemed to have cured the subject Material Defect in all respects. Provided that such Loss of Value Payment is made, this paragraph
describes the sole remedy available to the Certificateholders or the Trust regarding any such Material Defect in respect of which
such Loss of Value Payment is accepted, and the related Mortgage Loan Seller shall not be obligated to repurchase or replace the
affected Mortgage Loan or otherwise cure such Material Defect. This paragraph is intended to apply only to a mutual agreement
or settlement between the applicable Mortgage Loan Seller and the Enforcing Servicer, provided that, prior to any such
agreement or settlement, nothing in this paragraph shall preclude the Mortgage Loan Seller or the Enforcing Servicer, as applicable,
from exercising any of its rights related to a Material Defect in the manner and within the time frames set forth in the related
Mortgage Loan Purchase Agreement or this


 






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Section 2.03 (excluding this paragraph) (including any right to cure, repurchase
or substitute for such Mortgage Loan).


 


If
(x) a Mortgage Loan is to be repurchased or replaced as described above (a “Defective Mortgage Loan”), (y)
such Defective Mortgage Loan is part of a Cross-Collateralized Group and (z) the applicable Document Defect or Breach does not
constitute a Material Defect as to the other Mortgage Loan(s) that are a part of such Cross-Collateralized Group (the “Other
Crossed Loans”) (without regard to this paragraph), then the applicable Document Defect or Breach (as the case may be)
shall be deemed to constitute a Material Defect as to each such Other Crossed Loan for purposes of the above provisions, and the
related Mortgage Loan Seller shall be obligated to repurchase or replace each such Other Crossed Loan in accordance with the provisions
above unless, in the case of such Breach or Document Defect, as applicable:


 


(A)         
the related Mortgage Loan Seller (at its expense) delivers or causes to be delivered to the Trustee, the Master Servicer and the
Special Servicer an Opinion of Counsel to the effect that such Mortgage Loan Seller’s repurchase or replacement of only
the Mortgage Loan(s) as to which a Material Defect has actually occurred without regard to the provisions of this paragraph (the
“Affected Loan(s)”) and the operation of the remaining provisions of this Section 2.03(a) (i) will
not cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust under
subpart E, part I of subchapter J of the Code for federal income tax purposes at any time that any Certificate is outstanding
and (ii) will not result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax
on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the tax on contributions to a REMIC
set forth in Section 860G(d) of the Code); and


 


(B)         
each of the following conditions would be satisfied if the related Mortgage Loan Seller were to repurchase or replace only the
Affected Loans and not the Other Crossed Loans:


 


(1)              
the debt service coverage ratio for such Other Crossed Loan(s) (excluding the Affected Loan(s)) for the four calendar quarters
immediately preceding the repurchase or replacement is not less than the lesser of (A) 0.10x below the debt service coverage ratio
for the Cross-Collateralized Group (including the Affected Loan(s)) set forth in Annex A to the Prospectus and (B) the
debt service coverage ratio for the Cross-Collateralized Group (including the Affected Loan(s)) for the four preceding calendar
quarters preceding the repurchase or replacement;


 


(2)              
the loan-to-value ratio for the Other Crossed Loans (excluding the Affected Loan(s)) is not greater than the greatest of (A) the
loan-to-value ratio, expressed as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group


 






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(including
the Affected Loan(s)) set forth in Annex A to the Prospectus plus 10%, (B) the loan-to-value ratio, expressed
as a whole number percentage (taken to one decimal place), for the Cross-Collateralized Group (including the Affected Loan(s))
at the time of repurchase or replacement and (C) 75%; and


 


(3)              
either (x) the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group
will not impair the ability to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized
Group or (y) the Loan Documents evidencing and securing the relevant Mortgage Loans have been modified in a manner that complies
with the related Mortgage Loan Purchase Agreement and this Agreement and that removes any threat of impairment of the ability
to exercise remedies against the Primary Collateral of the other Mortgage Loans in the Cross-Collateralized Group as a result
of the exercise of remedies against the Primary Collateral of any Mortgage Loan in the Cross-Collateralized Group.


 


The
determination of the Enforcing Servicer as to whether the conditions set forth above have been satisfied shall be conclusive and
binding in the absence of manifest error on the Certificateholders, other parties to this Agreement and the related Mortgage Loan
Seller. The Enforcing Servicer will be entitled to cause to be delivered, or direct the related Mortgage Loan Seller to cause
to be delivered, to the Enforcing Servicer an Appraisal of any or all of the related Mortgaged Properties for purposes of determining
whether the condition set forth in clause (B)(2) above has been satisfied, in each case at the expense of the related Mortgage
Loan Seller if the scope and cost of the Appraisal is approved by the related Mortgage Loan Seller and, so long as a Consultation
Termination Event has not occurred and is not continuing, by the Controlling Class Representative (such approval not to be
unreasonably withheld in each case).


 


With
respect to any Defective Mortgage Loan that forms a part of a Cross-Collateralized Group and as to which the conditions described
in the second preceding paragraph are satisfied, such that the Trust Fund will continue to hold the Other Crossed Loans, the related
Mortgage Loan Seller and the Trustee, as successor to the Depositor, are bound by an agreement (set forth in the related Mortgage
Loan Purchase Agreement) to forbear from enforcing any remedies against the other’s Primary Collateral but each is permitted
to exercise remedies against the Primary Collateral securing its respective Mortgage Loans, including with respect to the Trustee,
the Primary Collateral securing the Affected Loan(s) still held by the Trust Fund. If the exercise of remedies by one such party
would impair the ability of the other such party to exercise its remedies with respect to the Primary Collateral securing the
Affected Loan or the Other Crossed Loans, as the case may be, held by the other such party, then both parties have agreed to forbear
from exercising such remedies unless and until the Loan Documents evidencing and securing the relevant Mortgage Loans can be modified
in a manner that complies with the related Mortgage Loan Purchase Agreement to remove the threat of impairment as a result of
the exercise of remedies. Any reserve or other cash collateral or letters of credit securing any of the Mortgage Loans that form
a Cross-Collateralized Group shall be allocated between such Mortgage Loans in


 






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accordance with the related Loan Documents, or
otherwise on a pro rata basis based upon their outstanding Stated Principal Balances. All other terms of the related Mortgage
Loans shall remain in full force and effect, without any modification thereof. The provisions of this paragraph shall be binding
on all future holders of each Mortgage Loan that forms part of a Cross-Collateralized Group.


 


To
the extent necessary and appropriate, the Master Servicer or Special Servicer, as applicable, shall execute (pursuant to a
limited power of attorney provided by the Trustee that enables the Master Servicer or Special Servicer, as applicable, to
execute) the modification of the Loan Documents that complies with the applicable Mortgage Loan Purchase Agreement to remove
the threat of impairment of the ability of the Mortgage Loan Seller or the Trust Fund to exercise its remedies with respect
to the Primary Collateral securing the Mortgage Loan(s) held by such party resulting from the exercise of remedies by the
other such party; provided that the Trustee shall not be liable for any misuse of any such power of attorney by the
Master Servicer or Special Servicer, as applicable, or any of its agents or subcontractors. The Master Servicer shall advance
all costs and expenses incurred by the Trustee, the Special Servicer and the Master Servicer with respect to any
Cross-Collateralized Group pursuant to this paragraph and the first, second and third preceding paragraphs, and such advances
and interest thereon shall (i) constitute and be reimbursable as Property Advances and (ii) be included in the
calculation of Purchase Price for the Affected Loan(s) to be repurchased or replaced. Neither the Master Servicer nor the
Special Servicer shall be liable to any Certificateholder or any other party hereto if a modification of the Loan Documents
described above cannot be effected for any reason beyond the control of the Master Servicer or the Special Servicer or should
not be effected as determined by the Master Servicer or Special Servicer, as applicable, in accordance with the Servicing
Standard.


 


Pursuant
to each Mortgage Loan Purchase Agreement, if there is a Material Defect with respect to one or more Mortgaged Properties securing
a Mortgage Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the affected Mortgaged
Property(ies) may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such
Mortgaged Property(ies) is, in fact, released), (ii) the remaining Mortgaged Property(ies) satisfy the requirements, if any, set
forth in the related Loan Documents and the related Mortgage Loan Seller provides an opinion of counsel to the effect that such
release would not (A) cause any Trust REMIC to fail to qualify as a REMIC or (B) result in the imposition of a tax upon any
Trust REMIC or the Trust and (iii) each Rating Agency has provided a Rating Agency Confirmation.


 


If
the Master Servicer, the Special Servicer or the Depositor receives a Repurchase Communication of a withdrawal of a Repurchase
Request of which notice has been previously received or given and which withdrawal is by the Person making such Repurchase Request
(a “Repurchase Request Withdrawal”), such party shall give written notice of such Repurchase Request Withdrawal
to the applicable Mortgage Loan Seller, the other parties hereto, the Controlling Class Representative (prior to the occurrence
and continuance of a Consultation Termination Event), any Serviced Companion Loan Holder (if applicable) and, for posting to the
Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5
Information Provider (to the extent notice has not previously been delivered to such Persons pursuant to this sentence). If the
Master Servicer or the Special Servicer receives a Repurchase Communication that any Mortgage Loan that was subject of a Repurchase
Request


 






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has been repurchased or replaced (a “Repurchase”), or that such Repurchase Request has been rejected
(a “Repurchase Request Rejection”), then the Master Servicer or the Special Servicer, as applicable, shall
(in accordance with the following paragraph) give written notice of such Repurchase or Repurchase Request Rejection to the other
such party, the Depositor, the applicable Mortgage Loan Seller (unless it is the entity that has repurchased or replaced the subject
Mortgage Loan or rejected such Repurchase Request), and the Certificate Administrator (in each case unless the proposed recipient
is the party that notified the Master Servicer or the Special Servicer, as applicable, thereof).


 


Each
notice of a Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection required to be given
by a party pursuant to this Section 2.04(a) (each, a “Rule 15Ga-1 Notice”) shall be given
no later than ten (10) Business Days after receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request
Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, and shall include (i) the identity of the related
Mortgage Loan and the Person making the Repurchase Request, (ii) the date that the Repurchase Communication regarding the
Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection was received, as applicable, (iii) if
known, the basis for the Repurchase Request (as asserted in the Repurchase Request) and (iv) in the case of Rule 15Ga-1
Notices provided by the Special Servicer with respect to a Repurchase Request, a statement as to whether the Special Servicer
currently plans to pursue such Repurchase Request.


 


If
the Trustee, the Master Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or
the Custodian receives a Repurchase Communication of a Repurchase Request, a Repurchase Request Withdrawal, a Repurchase or a
Repurchase Request Rejection, then such party shall promptly forward such Repurchase Communication of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection to the Special Servicer and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative, and include the following statement
in the related correspondence: “This is a Repurchase Communication regarding [a “Repurchase Request”] [a “Repurchase
Request Withdrawal”] [a “Repurchase”] [a “Repurchase Request Rejection”] under Section 2.03(a)
of the Pooling and Servicing Agreement relating to the Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B15, requiring action by you as the recipient of such [Repurchase Request] [Repurchase Request Withdrawal] [Repurchase]
[Repurchase Request Rejection] thereunder”. Upon receipt of any Repurchase Communication of a Repurchase Request, Repurchase
Request Withdrawal, Repurchase or Repurchase Request Rejection by the Special Servicer pursuant to the foregoing provisions of
this paragraph, the Special Servicer shall be deemed to be the recipient of such Repurchase Communication of such Repurchase Request,
Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, and the Special Servicer shall comply with the notice
procedures set forth in the preceding paragraphs of this Section 2.04(a) with respect to such Repurchase Communication
of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection.


 


No
Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.04(a) (a “Rule 15Ga-1
Notice Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client
privilege or attorney work product doctrines.


 






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Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1
Notice provided pursuant to this Section 2.04(a) is so provided only to assist the related Mortgage Loan Seller, the
Depositor and their respective Affiliates to comply with Rule 15Ga-1, Items 1104 and 1121 of Regulation AB and any other
requirement of law or regulation and (ii)(A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no
information provided pursuant to this Section 2.04(a) by a Rule 15Ga-1 Notice Provider in a Rule 15Ga-1
Notice shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider
may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is
the subject of a Rule 15Ga-1 Notice.


 


On
or before the Closing Date, the Depositor shall deliver to the Master Servicer a copy of each Mortgage Loan Purchase Agreement,
which the Master Servicer shall provide to each Sub-Servicer.


 


(b)              
Subject to the applicable Mortgage Loan Seller’s right to cure as contemplated in this Section 2.04, and further subject
to Section 2.01(b) and Section 2.02(c) of this Agreement, failure of such Mortgage Loan Seller to deliver
the documents referred to in clauses (1), (2), (7), (8) and (18) in the definition of “Mortgage File” in accordance
with this Agreement and the applicable Mortgage Loan Purchase Agreement for any Mortgage Loan shall be deemed a Material Document
Defect; provided, however, that no Document Defect (except a deemed Material Document Defect described above) shall
be considered to be a Material Document Defect unless the document with respect to which the Document Defect exists is required
in connection with an imminent enforcement of the lender’s rights or remedies under the related Mortgage Loan, defending
any claim asserted by any Mortgagor or third party with respect to the related Mortgage Loan, establishing the validity or priority
of any lien on any collateral securing the related Mortgage Loan or for any immediate significant servicing obligation.


 


Notwithstanding
any provision of this Agreement, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel,
restaurant (operated by a Mortgagor), healthcare facility, nursing home, assisted living facility, self-storage facility, theater
or fitness center (operated by a Mortgagor), then the failure to deliver copies of the UCC financing statements with respect to
such Mortgage Loan shall not be a Material Defect.


 


(c)               
In connection with any repurchase of, or substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan pursuant to
this Section 2.04, the Trustee, the Certificate Administrator, the Custodian, the Master Servicer and the Special
Servicer shall each tender to the applicable repurchasing entity, upon delivery to each of them of a receipt executed by the applicable
repurchasing entity evidencing such repurchase or substitution, all portions of the Mortgage File and other documents (including,
without limitation, the Servicing File), and all Escrow Payments and reserve funds, pertaining to such Mortgage Loan possessed
by it, and each document that constitutes a part of the Mortgage File shall be endorsed or assigned to the extent necessary or
appropriate to the applicable Mortgage Loan Seller or its designee in the same manner, but only if the respective documents have
been previously assigned or endorsed to the Trustee, and pursuant to appropriate forms of assignment, substantially similar to
the manner and forms pursuant to which such documents were previously assigned to the Trustee or as otherwise


 






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reasonably requested
to effect the retransfer and reconveyance of the Mortgage Loan and the security thereof to the Mortgage Loan Seller or its designee;
provided that such tender by the Trustee, the Certificate Administrator and/or and the Custodian shall be conditioned upon
its receipt from the Master Servicer of a Request for Release and an Officer’s Certificate to the effect that the requirements
for repurchase or substitution have been satisfied. The Master Servicer shall, and is hereby authorized and empowered by the Trustee
to, prepare, execute and deliver in its own name, on behalf of the Certificateholders and the Trustee or any of them, the endorsements
and assignments contemplated by this Section 2.04(c), and such other instruments as may be necessary or appropriate
to transfer title to an REO Property (including with respect to an Outside Serviced Mortgage Loan) in connection with the repurchase
of, or substitution for, an REO Mortgage Loan and the Trustee shall execute and deliver any powers of attorney necessary to permit
the Master Servicer to do so; provided, however, that the Trustee shall not be held liable for any misuse of any
such power of attorney by the Master Servicer or any of its agents or subcontractors. The parties to this Agreement acknowledge
that the related Mortgage Loan Purchase Agreement provides that in the event a Qualified Substitute Mortgage Loan is substituted
for a Defective Mortgage Loan by the related Mortgage Loan Seller as contemplated by this Section 2.03, the related
Mortgage Loan Seller will be required to deliver to the Custodian the related Mortgage File and to the Master Servicer all Escrow
Payments and reserve funds pertaining to such Qualified Substitute Mortgage Loan possessed by it and a certification to the effect
that such Qualified Substitute Mortgage Loan satisfies all of the requirements of the definition of “Qualified Substitute
Mortgage Loan” in this Agreement.


 


The
parties to this Agreement acknowledge that the related Mortgage Loan Purchase Agreement provides that if any Mortgage Loan is
to be repurchased or replaced as contemplated by this Section 2.03, the related Mortgage Loan Seller will be required
to amend the Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement) to reflect the removal
of any deleted Mortgage Loan and, if applicable, the substitution of the related Qualified Substitute Mortgage Loan(s) and deliver
or cause the delivery of such amended Mortgage Loan Schedule (as such term is defined in the related Mortgage Loan Purchase Agreement)
to the parties to this Agreement. Upon any substitution of a Qualified Substitute Mortgage Loan for a deleted Mortgage Loan, such
Qualified Substitute Mortgage Loan shall become part of the Trust Fund and be subject to the terms of this Agreement in all respects.


 


(d)          
The related Mortgage Loan Purchase Agreement provides the sole remedies available to the Certificateholders, or the Trustee on
behalf of the Certificateholders, respecting any Document Defect or Breach with respect to any Mortgage Loan.


 


(e)           
[RESERVED]


 


(f)           
(i)            In the event an Initial Requesting Certificateholder delivers a written request to a party to this Agreement that a Mortgage
Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Defect with respect to such Mortgage
Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party
shall promptly forward that Certificateholder Repurchase Request to the Enforcing Servicer, and the Enforcing Servicer shall promptly


 






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forward that Certificateholder Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.


 


(ii)          
In the event that any of the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or the Operating Advisor (solely in its capacity as operating advisor) determines that a Mortgage Loan should be repurchased or
replaced due to a Material Defect, or has knowledge of a Material Defect with respect to a Mortgage Loan, then such party shall
deliver prompt written notice of such Material Defect to the Enforcing Servicer identifying the applicable Mortgage Loan and setting
forth the basis for such allegation (a “PSA Party Repurchase Request”). Notwithstanding anything to the contrary
in the first sentence of this clause (ii) or any other provision of this Agreement, the Trustee may, but is not obligated
to, make a determination that a Mortgage Loan should be repurchased or replaced due to a Material Defect. The Enforcing Servicer
shall promptly forward such PSA Party Repurchase Request to the applicable Mortgage Loan Seller and each other party to this Agreement.
Subject to subsections (g), (h), (i), (j) and (k) of this Section 2.03, the Enforcing
Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect
to each Repurchase Request. The Enforcing Servicer shall enforce the obligations of the Mortgage Loan Sellers under the Mortgage
Loan Purchase Agreements (including, without limitation, obligations resulting from a Material Defect) pursuant to the terms of
this Agreement and the Mortgage Loan Purchase Agreements. Subject to the provisions of the applicable Mortgage Loan Purchase Agreement
and this Agreement, such enforcement, including, without limitation, the legal prosecution of claims, if any, shall be carried
out in such form, to such extent and at such time as the Enforcing Servicer would require were it, in its individual capacity,
the owner of the affected Mortgage Loan, and in accordance with the Servicing Standard. Any costs incurred by the Enforcing Servicer
with respect to the enforcement of the obligations of a Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement
shall be deemed to be Property Advances, to the extent not recovered from the Mortgage Loan Seller or the applicable Requesting
Certificateholder and/or Consultation Requesting Certificateholder.


 


(iii)            
In the event a Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase
Request (a “Resolution Failure”), then the provisions described in Section 2.03(g) below shall
apply. Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request
is sent to the related Mortgage Loan Seller in a commercially reasonable manner. The fact that a Repurchase Request has been Resolved
pursuant to clause (vi) of the definition of “Resolved” shall not preclude the Enforcing Servicer from exercising
any of its rights related to a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related
Mortgage Loan Purchase Agreement or as provided by law.


 


(g)           (i)            After a Resolution Failure occurs with respect to a Repurchase Request regarding a Mortgage Loan (whether the Repurchase
Request was initiated by an


 






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Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer shall
send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to
the address specified in the Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator
who shall make such notice available to all other Certificateholders and Certificate Owners by posting such notice on the Certificate
Administrator’s Website indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase
Request. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not
involve pursuing further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase
Request, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against
the related Mortgage Loan Seller with respect to the Repurchase Request but a Requesting Certificateholder does not agree with
the course of action selected by the Enforcing Servicer and, in the case of clause (a) or (b), a Requesting Certificateholder
wishes to exercise its right to refer the matter to mediation (including non-binding arbitration) or arbitration, if any, then
a Requesting Certificateholder may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution
Election Notice”) within 30 days from the date the Proposed Course of Action Notice was posted on the Certificate
Administrator’s Website (the 30th day following the date of posting, the “Dispute Resolution Cut-off Date”)
indicating its intent to exercise its right to refer the matter to either mediation (including non-binding arbitration) or arbitration.
In addition, any Certificateholder or Certificate Owner may deliver, prior to the Dispute Resolution Cut-off Date, a written notice
(a “Consultation Election Notice”) requesting the right to participate in any Dispute Resolution Consultation
(as defined in clause (iii) below) that is conducted by the Enforcing Servicer following the Enforcing Servicer’s receipt
of a Preliminary Dispute Resolution Election Notice as provided in clause (iii) below.


 


(ii)          
If no Requesting Certificateholder delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off
Date, then no Certificateholder or Certificate Owner shall have the right to refer the Repurchase Request to mediation or arbitration,
and the Enforcing Servicer shall be the sole party obligated and entitled to determine a course of action, including, but not
limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject to any consent or consultation
rights of the Controlling Class Representative if and for so long as it is the applicable Directing Holder or applicable
Consulting Party.


 


(iii)         
Promptly and in any event within ten (10) Business Days following receipt of a Preliminary Dispute Resolution Election Notice
from a Requesting Certificateholder, the Enforcing Servicer shall consult with each Requesting Certificateholder regarding such
Requesting Certificateholder’s intention to elect either mediation (including non-binding arbitration) or arbitration as
the dispute resolution method with respect to the Repurchase Request, and with any Consultation Requesting Certificateholder (the
“Dispute Resolution Consultation”) so that such Requesting Certificateholder and such Consultation Requesting
Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible
dispute resolution methods, such


 






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discussions to occur and be completed no later than ten (10) Business Days following the
Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems
to be in accordance with the Servicing Standard relating to the timing and extent of such consultations. No later than five (5)
Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder or a Consultation Requesting
Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer
the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).


 


(iv)         
If, following the Dispute Resolution Consultation, no Requesting Certificateholder or Consultation Requesting Certificateholder
timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then no Certificateholder or Certificate
Owner shall have any further right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall
be the sole party obligated and entitled to determine a course of action including, but not limited to, enforcing the Trust’s
rights against the related Mortgage Loan Seller, subject to any consent or consultation rights of the applicable Directing Holder.


 


(v)         
If a Requesting Certificateholder or Consultation Requesting Certificateholder timely delivers a Final Dispute Resolution Election
Notice to the Enforcing Servicer, then such Requesting Certificateholder or Consultation Requesting Certificateholder shall become
the Enforcing Party and must promptly submit the matter to mediation (including non-binding arbitration) or arbitration. If more
than one Requesting Certificateholder or Consultation Requesting Certificateholder timely deliver a Final Dispute Resolution Election
Notice, then such Requesting Certificateholders and/or Consultation Requesting Certificateholders shall collectively become the
Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders and/or
Consultation Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration (including
whether to refer the matter to mediation (including non-binding arbitration) or arbitration). If, however, no Requesting Certificateholder
or Consultation Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within
thirty (30) days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the
rights of any Requesting Certificateholder or Consultation Requesting Certificateholder to act as the Enforcing Party shall terminate
and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration,
(ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer will take no further action with respect
to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the
related Mortgage Loan Purchase Agreement, provided, however, that such Material Defect will not be deemed waived with respect
to the Enforcing Servicer to the extent there is a material change from the facts and circumstances known to it at the time when
the Proposed Course of Action Notice was delivered by the


 






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Enforcing Servicer, and (iii) if the Proposed Course of Action
Notice had indicated a course of action other than the course of action under clause (ii), then the Enforcing Servicer shall
be the sole party obligated and entitled to determine a course of action including, but not limited to, enforcing the Trust’s
rights against the related Mortgage Loan Seller.


 


(vi)         
Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.03(g) shall
not apply, and the Enforcing Servicer shall be the sole party entitled to enforce the Trust’s rights against the related
Mortgage Loan Seller, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines
in accordance with the Servicing Standard that it is in the best interest of Certificateholders to commence litigation with respect
to the Repurchase Request to avoid the running of any applicable statute of limitations.


 


(vii)       
In the event a Requesting Certificateholder or Consultation Requesting Certificateholder becomes the Enforcing Party, the Enforcing
Servicer, on behalf of the Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller as further
described herein.


 


(viii)       
For the avoidance of doubt, none of the Depositor, any Mortgage Loan Seller nor any of their respective affiliates shall be entitled
to be a Requesting Certificateholder or Consultation Requesting Certificateholder.


 


(ix)         
The Requesting Certificateholders or Consultation Requesting Certificateholders are entitled to elect either mediation or arbitration
with respect to a Repurchase Request in their sole discretion; provided, however, no Requesting Certificateholder or Consultation
Requesting Certificateholder shall be entitled to then utilize the alternative method in the event that the initial method is
unsuccessful, and no other Certificateholder or Certificate Owner shall be entitled to elect either arbitration or mediation in
the event a mediation or arbitration is undertaken with respect to such Repurchase Request.


 


(h)         
If the Enforcing Party selects mediation (including non-binding arbitration), the following provisions shall apply:


 


(i)           
The mediation shall be administered by a nationally recognized mediation organization selected by the applicable Mortgage Loan
Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of mediation (such provider,
the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation
Rules”) promulgated by the Mediation Services Provider.


 


(ii)          
The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least fifteen (15) years
of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization
matters and who will be appointed


 






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from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a
list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise
two peremptory challenges within fourteen (14) days and to rank the remaining potential mediators in order of preference.
The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices
of the parties to the extent possible.


 


(iii)         
Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference
of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.


 


(iv)         
The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10
Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.


 


(v)         
The expenses of any mediation shall be allocated among the parties to the mediation including, if applicable, between the Enforcing
Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation (any such expenses allocated to the
Enforcing Servicer shall be reimbursed as provided in clause (vi) below).


 


(vi)        
Out-of-pocket costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by
the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case
of arbitration), shall be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a)
of this Agreement.


 


(i)           
If the Enforcing Party selects third-party arbitration, the following provisions will apply:


 


(i)          
The arbitration shall be administered by a nationally recognized arbitration organization selected by the related Mortgage Loan
Seller within 30 days of receipt of written notice of the Enforcing Party’s selection of third-party arbitration (such
provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration
Rules”) promulgated by the Arbitration Services Provider.


 


(ii)          
The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience
in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters
and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list
of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory
challenges within 14 days and


 






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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


 






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determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination
permitted under federal or state law, and may be enforced in any court of competent jurisdiction.


 


(vii)        
By selecting arbitration, the Enforcing Party is waiving its right to sue in court, including the right to a trial by jury.


 


(viii)       
No person may bring a putative or certified class action to arbitration.


 


(j)           
The following provisions will apply to both mediation and third-party arbitration:


 


(i)           
Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;


 


(ii)          
If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating
to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then
any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the
final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject
matter jurisdiction, or if the Southern District of New York has no jurisdiction, then the Supreme Court of the State of New York
for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.


 


(iii)        
The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted
under this Section 2.03, including all offers, promises, conduct and statements, whether oral or written, made in
the course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible
for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding
under this Section 2.03). Such information will be kept strictly confidential and shall not be disclosed or shared
with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably
required in connection with any resolution procedure under this Section 2.03), except as otherwise required by law,
regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information
from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly
notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to
the production of its confidential information.


 


(iv)         
In the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the agreement
with the arbitrator or mediator, as the case may be, shall be required to contain an


 






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acknowledgment that the Trust, or the Enforcing
Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary
of any award in favor of the Enforcing Party; provided that the degree and extent to which the Enforcing Servicer actively
prepares for and participates in such proceeding shall be determined by such Enforcing Servicer in consultation with the Controlling
Class Representative (provided that no Consultation Termination Event has occurred and is continuing and an Excluded Mortgage
Loan is not involved), and in accordance with the Servicing Standard. All amounts recovered by the Enforcing Party shall be paid
to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator
or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder or Consultation Requesting Certificateholder
is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached
in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses
allocated to the Requesting Certificateholder or Consultation Requesting Certificateholder.


 


(v)          
In the event a Requesting Certificateholder or Consultation Requesting Certificateholder is the Enforcing Party, the Requesting
Certificateholder or Consultation Requesting Certificateholder is required to pay any expenses allocated to the Enforcing Party
in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.


 


(vi)         
The Trust (or the Enforcing Servicer or a trustee, acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted
to redact any personally identifiable customer information included in any information provided for purposes of any mediation
or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase
Request and the dispute resolution identified in connection with such procedures; provided, however, that (1) the
Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided
in Section 5.07, (2) to the extent that the Enforcing Servicer is required under Section 2.03(a) to
provide any Rule 15Ga-1 Notice in connection with such Repurchase Request, the Enforcing Servicer shall be permitted to include
in such Rule 15Ga-1 Notice the information required pursuant to Section 2.03(a) and (3) the applicable Mortgage
Loan Seller shall be permitted to disclose information related to the Repurchase Request to the extent necessary to comply with
its obligations under Rule 15Ga-1 or Item 1104 of Regulation AB.


 


(vii)       
For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder or Consultation Requesting
Certificateholder to refer a Repurchase Request to mediation or arbitration or to participate in such mediation or arbitration
affect in any manner the ability of the Special Servicer to perform its obligations with respect to a Specially Serviced Loan
(including without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted
pay off or deed-in-lieu, or bankruptcy or other litigation)


 






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or the exercise of any rights of the Controlling Class Representative
if and for so long as it is the applicable Directing Holder.


 


(viii)        
Any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall
be reimbursable as expenses of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of
this Agreement.


 


Section 2.05          
Representations and Warranties of the Depositor.


 


(a)          
The Depositor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders and
the Serviced Companion Loan Holders, and to the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           
The Depositor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware,
and is duly qualified as a foreign corporation in good standing in all jurisdictions in which the ownership or lease of its property
or the conduct of its business requires such qualification (except where the failure to qualify would not have a materially adverse
effect on the consummation of any transactions contemplated by this Agreement); the Depositor has taken all necessary corporate
action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute,
deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and
authority to sell, assign and transfer the Mortgage Loans in accordance with this Agreement; the Depositor has duly authorized
the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(ii)          
Assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of
the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable against
the Depositor in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors’ rights generally, and by general principles
of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law) and, as to any rights
of indemnification hereunder, by considerations of public policy;


 


(iii)         
Neither the execution and delivery by the Depositor of this Agreement nor the compliance by the Depositor with the provisions
hereof, nor the consummation by the Depositor of the transactions contemplated by this Agreement, will (A) conflict with
or result in a breach of, or constitute a default under, the organizational documents of the Depositor or, after giving effect
to the consents or taking of the actions contemplated by clause (B) of this paragraph (iii), any of the provisions of
any law, governmental rule, regulation, judgment, decree or order binding on the Depositor or its properties, or any of the provisions
of any


 






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indenture or agreement or other instrument to which the Depositor is a party or by which it is bound or result in the creation
or imposition of any lien, charge or encumbrance upon any of its properties pursuant to the terms of any such indenture, agreement
or other instrument or (B) require any consent of, notice to, or filing with any person, entity or governmental body, which
has not been obtained or made by the Depositor, except where, in any of the instances contemplated by clause (A) above or
this clause (B), the failure to do so will not have a material and adverse effect on the consummation of any transactions
contemplated by this Agreement;


 


(iv)        
There is no litigation, charge, investigation, action, suit or proceeding pending or, to the Depositor’s knowledge, threatened
against the Depositor in any court or by or before any other governmental agency or instrumentality the outcome of which could
be reasonably expected to materially and adversely affect the validity of the Mortgage Loans or the ability of the Depositor to
carry out the transactions contemplated by this Agreement;


 


(v)          
The Depositor is not transferring the Mortgage Loans to the Trustee with any intent to hinder, delay or defraud its present or
future creditors;


 


(vi)         
No proceedings looking toward merger, liquidation, dissolution or bankruptcy of the Depositor are pending or contemplated;


 


(vii)        
Immediately prior to the transfer of the Mortgage Loans to the Trustee for the benefit of the Certificateholders pursuant to this
Agreement, the Depositor had such right, title and interest in and to each Mortgage Loan as was transferred to it by the related
Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement;


 


(viii)       
The Depositor has not transferred any of its right, title and interest in and to the Mortgage Loans (as such was transferred to
it by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to any Person other than the Trustee; and


 


(ix)          
The Depositor is transferring all of its right, title and interest in and to the Mortgage Loans (as such was transferred to it
by the Mortgage Loan Sellers pursuant to the Mortgage Loan Purchase Agreements) to the Trustee for the benefit of the Certificateholders
free and clear of any and all liens, pledges, charges, security interests and other encumbrances created by or through the Depositor.


 


(b)         
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan


 






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or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.06         
Representations, Warranties and Covenants of the Master Servicer.


 


(a)          
The Master Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of
the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           
The Master Servicer is a Division of PNC Bank, National Association, a national banking association, duly organized, validly existing
and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of
each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this
Agreement by the Master Servicer, do not violate the Master Servicer’s organizational documents or constitute a default
(or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other material instrument to which it is a party or that is applicable to it or any of its assets, in each case,
which does or is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations
under this Agreement or the financial condition of the Master Servicer;


 


(iii)         
The Master Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject
to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium and
other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public policy considerations
regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to
violations of securities laws;


 






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(v)          
The Master Servicer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Master
Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Master Servicer
to perform its obligations under this Agreement or the financial condition of the Master Servicer;


 


(vi)        
No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer that
would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under
this Agreement or the financial condition of the Master Servicer;


 


(vii)       
Each officer or employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage
Loans and the Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage required
by Section 3.08(c) of this Agreement or the Master Servicer self-insures for such errors and omissions coverage in
compliance with the requirements of Section 3.08(c) of this Agreement;


 


(viii)       
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Master Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Master Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Master Servicer’s subsequent performance of this Agreement; and


 


(ix)          
To its actual knowledge, the Master Servicer is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)          
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced


 






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Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.07         
Representations, Warranties and Covenants of the Special Servicer.


 


(a)          
The Special Servicer hereby represents and warrants to, and covenants with, the Trustee, for its own benefit and the benefit of
the Certificateholders and the Serviced Companion Loan Holders, and to and with the Depositor, the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer and the Certificate Administrator, as of the Closing Date, that:


 


(i)           
The Special Servicer is a Division of PNC Bank, National Association, a national banking association, duly organized, validly
existing and in good standing under the laws of the United States of America, and the Special Servicer is in compliance with the
laws of each jurisdiction in which a Mortgaged Property is located to the extent necessary to perform its obligations under this
Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Special Servicer do not, and the performance and compliance with the terms
of this Agreement by the Special Servicer will not, (A) violate the Special Servicer’s organizational documents or
by-laws or (B) constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default)
under, or result in the breach of, any material agreement or other material instrument to which it is a party or that is applicable
to it or any of its assets, in each case, which does or is likely to materially and adversely affect either the ability of the
Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(iii)        
The Special Servicer has the full power and authority to enter into and consummate all transactions to be performed by it as contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)            
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ (including bank creditors’) rights generally, (B) general
principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law and (C) public
policy considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution
with respect to violations of securities laws;


 


(v)          
The Special Servicer is not in violation of, and its execution and delivery of this Agreement do not, and its performance and
compliance with the terms of this Agreement will not, constitute a violation of, any law, any order or


 






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decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Special Servicer’s good faith and reasonable judgment, is likely to affect materially and adversely either the ability
of the Special Servicer to perform its obligations under this Agreement or the financial condition of the Special Servicer;


 


(vi)        
No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer that
would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable
judgment, is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under
this Agreement or the financial condition of the Special Servicer;


 


(vii)        
Each officer or employee of the Special Servicer that has or, following a transfer of servicing responsibilities to the Special
Servicer pursuant to Section 3.22of this Agreement, would have, responsibilities concerning the servicing and administration
of Mortgage Loans and Serviced Companion Loans is covered by errors and omissions insurance in the amounts and with the coverage
required by Section 3.08(c) of this Agreement or the Special Servicer self-insures for such errors and omissions coverage
in compliance with the requirements of Section 3.08(c) of this Agreement; and


 


(viii)       
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Special Servicer of the transactions contemplated by this Agreement, except for
those consents, approvals, authorizations and orders that previously have been obtained and those filings and registrations that
previously have been completed and except for consents, approvals, authorizations, orders, filings or registrations which are
not required in order for the Special Servicer to enter into this Agreement but may be required (and if so required, will be obtained)
in connection with the Special Servicer’s subsequent performance of this Agreement.


 


(b)          
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan, the party discovering such breach shall give prompt written notice to
the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders and, prior to the occurrence
and continuance of a Consultation Termination Event, the Controlling Class Representative.


 






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Section 2.08         
Representations and Warranties of the Trustee.


 


(a)          
The Trustee hereby represents and warrants for the benefit of the Certificateholders, and the Serviced Companion Loan Holders,
and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and
the Certificate Administrator, as of the Closing Date, that:


 


(i)          
The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United
States of America; the Trustee possesses and shall continue to possess all requisite authority, power, licenses, permits, franchise
and approvals to conduct its business and to execute, deliver and comply with its obligations under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement
will not violate the Trustee’s articles of association or by-laws or shareholders’ resolutions or constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any
material contract, agreement or other instrument to which the Trustee is a party or which may be applicable to the Trustee or
any of its assets;


 


(iii)         
Except to the extent that the laws of any jurisdiction in which a part of the Trust Fund may be located require that a co-trustee
or separate trustee be appointed to act with respect to such property as contemplated by Section 8.08 of this Agreement,
the Trustee has the full power and authority to enter into and consummate the transactions contemplated by this Agreement, has
duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding
obligation of the Trustee, enforceable against it in accordance with the terms of this Agreement, except as such enforcement may
be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating
to or affecting the rights of creditors generally, (B) general principles of equity (regardless of whether such enforcement
is considered in a proceeding in equity or at law) and (C) public policy considerations regarding the enforceability of provisions
providing or purporting to provide indemnification or contribution with respect to violations of securities laws;


 


(v)         
The Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance
with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court or any order,
law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having jurisdiction,
which violation would have consequences that would materially and adversely affect the financial condition of the Trustee or might
have consequences that would


 






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materially affect the ability of the Trustee to perform its duties hereunder or thereunder;


 


(vi)         
No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required, such
approval has been obtained prior to the Closing Date;


 


(vii)        
No litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


 


(viii)       
To its actual knowledge, the Trustee is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)          
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.09         
Representations and Warranties of the Certificate Administrator.


 


(a)          
The Certificate Administrator hereby represents and warrants to the Trustee, for its own benefit and for the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer, the Asset Representations
Reviewer and the Operating Advisor, as of the Closing Date, that:


 


(i)           
The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the
laws of the United States of America; the Certificate Administrator possesses and shall continue to possess all requisite authority,
power, licenses, permits, franchise and approvals to conduct its business and to execute, deliver and comply with its obligations
under this Agreement;


 


(ii)          
The execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms
of this Agreement will not violate the Certificate Administrator’s articles of association or by-laws or shareholders’
resolutions or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under,
or result in the


 






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breach of, any material contract, agreement or other instrument to which the Certificate Administrator is a party
or which may be applicable to the Certificate Administrator or any of its assets;


 


(iii)         
The Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated by this
Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and binding
obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except as
such enforcement may be limited by (A) bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium
or other laws relating to or affecting the rights of creditors generally (B) general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at law) and (C) public policy considerations regarding
the enforceability of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          
The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator
and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order
or decree of any court or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United
States of America having jurisdiction, which violation would have consequences that would materially and adversely affect the
financial condition of the Certificate Administrator or might have consequences that would materially affect the ability of the
Certificate Administrator to perform its duties hereunder or thereunder;


 


(vi)         
No consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or regulatory
agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement or
if required, such approval has been obtained prior to the Closing Date;


 


(vii)        
No litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations
under this Agreement; and


 


(viii)       
To its actual knowledge, the Certificate Administrator is not a Risk Retention Affiliate of the Third Party Purchaser.


 


(b)          
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the


 






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Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Certificate Administrator in any Mortgage Loan or Serviced Loan Combination, the party discovering
such breach shall give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion
Loan Holders and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.10         
Representations, Warranties and Covenants of the Operating Advisor.


 


(a)          
The Operating Advisor hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)           
The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of
the State of New York; and the Operating Advisor is in compliance with the laws of each jurisdiction in which a Mortgaged Property
is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)           
The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this
Agreement by the Operating Advisor, do not violate the Operating Advisor’s organizational documents or constitute a default
(or an event that, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
agreement or other instrument to which it is a party or that is applicable to it or any of its assets, in each case, which does
or is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations under this Agreement;


 


(iii)         
The Operating Advisor has the full power and authority to enter into and consummate all transactions contemplated by this Agreement,
has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


 


(iv)        
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof,
subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer, reorganization, moratorium
and other laws affecting the enforcement of creditors’ rights generally, (B) general principles of equity, regardless
of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy considerations regarding
the enforceability


 






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of provisions providing or purporting to provide indemnification or contribution with respect to violations
of securities laws;


 


(v)          
The Operating Advisor is not in violation of, and its execution and delivery of this Agreement and its performance and compliance
with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or arbiter, or any
order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Operating
Advisor’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Operating
Advisor to perform its obligations under this Agreement;


 


(vi)        
No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor
that would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and
reasonable judgment, is likely to materially and adversely affect the ability of the Operating Advisor to perform its obligations
under this Agreement;


 


(vii)        
The Operating Advisor has errors and omissions insurance coverage that is in full force and effect, which complies with the requirements
of Section 3.08 hereof;


 


(viii)       
The Operating Advisor is an Eligible Operating Advisor;


 


(ix)         
The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement
over the life of the Trust Fund; and


 


(x)           
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Operating Advisor of the transactions contemplated by this Agreement, except for
any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing Date, and
which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations
hereunder.


 


(b)          
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 






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Section 2.11         
Representations, Warranties and Covenants of the Asset Representations Reviewer.


 


(a)          
The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders
and the Serviced Companion Loan Holders, and to the Depositor, the Master Servicer, the Special Servicer and the Certificate Administrator,
as of the Closing Date, that:


 


(i)           
The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under
the laws of the State of New York; and the Asset Representations Reviewer is in compliance with the laws of each jurisdiction
in which a Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;


 


(ii)         
The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the
terms of this Agreement by the Asset Representations Reviewer, do not violate the Asset Representations Reviewer’s organizational
documents or constitute a default (or an event that, with notice or lapse of time, or both, would constitute a default) under,
or result in the breach of, any material agreement or other instrument to which it is a party or that is applicable to it or any
of its assets, in each case, which does or is likely to materially and adversely affect the ability of the Asset Representations
Reviewer to perform its obligations under this Agreement;


 


(iii)         
The Asset Representations Reviewer has the full power and authority to enter into and consummate all transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)         
This Agreement, assuming due authorization, execution and delivery by each of the other parties hereto, constitutes a valid, legal
and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance
with the terms hereof, subject to (A) applicable bankruptcy, receivership, insolvency, liquidation, fraudulent transfer,
reorganization, moratorium and other laws affecting the enforcement of creditors’ rights generally, (B) general principles
of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law, and (C) public policy
considerations regarding the enforceability of provisions providing or purporting to provide indemnification or contribution with
respect to violations of securities laws;


 


(v)          
The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance
and compliance with the terms of this Agreement do not constitute a violation of, any law, any order or decree of any court or
arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation,
in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to affect


 






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materially and adversely
the ability of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vi)         
No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset
Representations Reviewer that would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset
Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability
of the Asset Representations Reviewer to perform its obligations under this Agreement;


 


(vii)        
The Asset Representations Reviewer has errors and omissions insurance coverage that is in full force and effect, which complies
with the requirements of Section 3.08 hereof;


 


(viii)       
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer; and


 


(ix)          
No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency
or body is required for the consummation by the Asset Representations Reviewer of the transactions contemplated by this Agreement,
except for any consent, approval, authorization or order which has not been obtained or cannot be obtained prior to the Closing
Date, and which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer
to perform its obligations hereunder.


 


(b)          
The representations and warranties set forth in paragraph (a) above shall survive the execution and delivery of this Agreement.
Upon discovery by the Depositor, the Master Servicer, the Special Servicer or a Responsible Officer of the Trustee or the Certificate
Administrator (or upon written notice thereof from any Certificateholder or any Serviced Companion Loan Holder) of a breach of
any of the representations and warranties set forth in this Section which materially and adversely affects the interests
of any party to this Agreement, the Certificateholders or any Serviced Companion Loan Holder or the interests of the Master Servicer,
the Special Servicer or the Trustee in any Mortgage Loan or Serviced Loan Combination, the party discovering such breach shall
give prompt written notice to the other parties hereto, each Certifying Certificateholder, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative.


 


Section 2.12         
Execution and Delivery of Certificates; Issuance of Lower-Tier Regular Interests.


 


The
Trustee (i) acknowledges the assignment to it of the Mortgage Loans and the delivery of the related Mortgage Files to the Custodian
(to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions
of Sections 2.01 and 2.03 of this Agreement, (ii) concurrently with such delivery described in clause (i),
declares that it holds the Mortgage Loans (exclusive of Excess Interest) for the benefit


 






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of the Holders of the Class R Certificates
(in respect of the Lower-Tier Residual Interest) and the holder(s) of the Lower-Tier Regular Interests, and (iii) concurrently
with such delivery described in clause (i), declares that it holds the Excess Interest for the benefit of the Holders of
the Excess Interest Certificates. Concurrently with such delivery described in clause (i) of the prior sentence, (i) the
Lower-Tier Regular Interests and the Lower-Tier Residual Interest shall be issued, and the Trustee and Certificate Administrator
acknowledge the issuance thereof, in exchange for the assets of the Lower-Tier REMIC, (ii) the Depositor hereby conveys all
right, title and interest in and to the Lower-Tier Regular Interests and other property constituting the Upper-Tier REMIC to the
Trustee, receipt of which is hereby acknowledged, (iii) the Trustee acknowledges and hereby declares that it holds the same on
behalf of the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest) and the Holders of the
Regular Certificates, and (iv) in exchange for the conveyance described in the immediately preceding clause (ii), (A) the
Class VRR Upper-Tier Regular Interest (together with the other classes of REMIC regular interests in the Upper-Tier REMIC)
and the Upper-Tier Residual Interest shall be issued, and (B) the Certificate Administrator shall execute and cause to be authenticated
and delivered to and upon the order of the Depositor, (1) the Regular Certificates, and (2) the Class R Certificates
(representing the Lower-Tier Residual Interest and the Upper-Tier Residual Interest), registered in the names set forth in such
order and duly authenticated by the Certificate Administrator. The Depositor hereby conveys all right, title and interest in and
to any VRR Specific Grantor Trust Assets and any other property constituting the Grantor Trust to the Trustee, receipt of which
is hereby acknowledged. The Certificate Administrator shall execute and cause to be authenticated and delivered to and upon the
order of the Depositor, the Grantor Trust Certificates in exchange for the conveyance pursuant to the prior sentence.


 


Section 2.13         
Miscellaneous REMIC and Grantor Trust Provisions.


 


(a)          
The Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB, Class LA-S, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG-RR, Class LJ-RR and Class LVRR Lower-Tier
Regular Interests are hereby designated as “regular interests” in the Lower-Tier REMIC within the meaning of Code
Section 860G(a)(1), and the Lower-Tier Residual Interest (evidenced by the Class R Certificates) is hereby designated
as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(b)          
The Non-Vertically Retained Regular Certificates and the Class VRR Upper-Tier Regular Interest are hereby designated as “regular
interests” in the Upper-Tier REMIC within the meaning of Code Section 860G(a)(1), and the Upper-Tier Residual Interest
(evidenced by the Class R Certificates) is hereby designated as the sole class of “residual interests” in the
Upper-Tier REMIC within the meaning of Code Section 860G(a)(2).


 


(c)          
The Closing Date is hereby designated as the “Startup Day” of each Trust REMIC. The “latest possible
maturity date” for purposes of Code Section 860G(a)(1) of the Lower-Tier Regular Interests and the Regular Certificates
is the Rated Final Distribution Date for the rated Certificates.


 






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(d)          
None of the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator
shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically
contemplated herein.


 


(e)          
The VRR Interest shall represent undivided beneficial interests in the portion of the Trust Fund consisting of the VRR Specific
Grantor Trust Assets, distributions thereon and proceeds thereof, which portion will be treated as part of a “grantor trust”
within the meaning of subpart E, part I of subchapter J of the Code.


 


Article
III



ADMINISTRATION AND SERVICING OF THE MORTGAGE LOANS


 


Section 3.01         
Master Servicer to Act as Master Servicer; Administration of the Mortgage Loans; Sub-Servicing Agreements; Outside Serviced
Mortgage Loans.


 


(a)          
The Master Servicer (with respect to the Performing Serviced Loans) and the Special Servicer (with respect to the Specially Serviced
Loans and, to the extent provided in this Agreement, the Performing Serviced Loans), each as an independent contractor, shall
service and administer the Mortgage Loans (other than the Outside Serviced Mortgage Loans, which will be serviced, together with
the related Outside Serviced Companion Loans, pursuant to the applicable Outside Servicing Agreement) and the Serviced Companion
Loans on behalf of the Trust Fund and the Trustee (for the benefit of the Certificateholders or, with respect to each Serviced
Loan Combination, for the benefit of the Certificateholders and the related Serviced Companion Loan Holders as a collective whole
as if such Certificateholders and Serviced Companion Loan Holders constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the
terms and conditions of the related Co-Lender Agreement) in accordance with: (i) any and all applicable laws; (ii) the
express terms of this Agreement, the respective Serviced Mortgage Loans or Serviced Loan Combinations and, in the case of the
Serviced Loan Combinations, the related Co-Lender Agreement; and (iii) the Servicing Standard. To the extent consistent with
the foregoing and subject to any express limitations set forth in this Agreement and any related Co-Lender Agreement or mezzanine
loan intercreditor agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery
of principal and interest on the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loans.
Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone
or, in the case of the Master Servicer only, through Sub-Servicers (subject to paragraph (c) of this Section 3.01
and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing
and administration which it may deem consistent with the Servicing Standard and, in its judgment exercised in accordance with
the Servicing Standard, in the best interests of the Certificateholders and, in the case of a Serviced Loan Combination, the related
Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced Loan Combination,
the related Serviced Companion Loan Holder(s) constituted a single


 






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lender (and, in the case of a Serviced AB Loan Combination,
taking into account the subordinate nature of the related Subordinate Companion Loan(s)), subject to the terms and conditions
of the related Co-Lender Agreement), including, without limitation, with respect to each Mortgage Loan and Serviced Companion
Loan, (A) other than with respect to the Outside Serviced Mortgage Loans, to prepare, execute and deliver, on behalf of the Certificateholders,
the Serviced Companion Loan Holders and the Trustee or any of them: (i) any and all financing statements, continuation statements
and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) subject
to Sections 3.07, 3.09, 3.10 and 3.24 of this Agreement, any modifications, waivers, consents
or amendments to or with respect to any documents contained in the related Mortgage File or defeasance of any Mortgage Loan or
Serviced Companion Loan; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release
or discharge, and all other comparable instruments, with respect to the Mortgage Loan (and any related Serviced Companion Loan)
or the related Mortgaged Property; and (B) including with respect to the Outside Serviced Mortgage Loans, to direct, manage,
prosecute and/or defend any action, suit or proceeding of any kind filed in the name of the Master Servicer or Special Servicer
in their respective capacity on behalf of the Trustee or the Trust. Notwithstanding the foregoing, neither the Master Servicer
nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or Serviced
Companion Loan except under the circumstances described in Sections 3.03, 3.07, 3.09, 3.10 and 3.24
of this Agreement. The Master Servicer and Special Servicer shall service and administer the Mortgage Loans (other than the
Outside Serviced Mortgage Loans), the Serviced Companion Loans and each related REO Property in accordance with applicable law
and the terms thereof and hereof and the terms of any applicable Co-Lender Agreements and intercreditor agreements and shall provide
to the Mortgagors any reports required to be provided to them thereby.


 


Subject
to Section 3.11 of this Agreement, the Trustee shall, upon the receipt of a written request of a Servicing Officer,
execute and deliver (i) to the Master Servicer, any powers of attorney substantially in the form of Exhibit AA-1 to
this Agreement or such other form as mutually agreed to by the Trustee and the Master Servicer, (ii) to the Special Servicer,
any powers of attorney in the form of Exhibit AA-2 to this Agreement or such other form as mutually agreed to by the
Trustee and the Special Servicer, and (iii) to the Master Servicer or Special Servicer, as applicable, other documents reasonably
acceptable to the Trustee prepared by the Master Servicer and Special Servicer and necessary or appropriate (as certified in such
written request) to enable the Master Servicer and Special Servicer to carry out their servicing and administrative duties hereunder.
Notwithstanding anything contained herein to the contrary, none of the Master Servicer, the Special Servicer or any Sub-Servicer
shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
name without indicating the Master Servicer’s or Special Servicer’s, as applicable, representative capacity, unless
prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so
prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable,
shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding
(or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable,
made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to
obtain the Trustee’s consent or indicate the Master


 






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Servicer’s or the Special Servicer’s, as applicable, representative
capacity; or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do
business in any state. Each of the Master Servicer, the Special Servicer and any Sub-Servicer shall indemnify the Trustee for
any and all costs, liabilities and expenses incurred by the Trustee in connection with the negligent or willful misuse of such
powers of attorney by the Master Servicer or the Special Servicer or its agents or subcontractors, as applicable.


 


(b)          
Unless otherwise provided in the related Loan Documents, the Master Servicer shall apply any partial principal prepayment received
on a Serviced Loan on a date other than a Due Date, to the principal balance of such Mortgage Loan as of the Due Date immediately
following the date of receipt of such partial principal prepayment. Unless otherwise provided in the related Loan Documents, the
Master Servicer shall apply any amounts received on “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (which
shall not be redeemed by the Master Servicer prior to the maturity thereof) in respect of such a Serviced Loan being defeased
pursuant to its terms to the principal balance of and interest on such Serviced Loan as of the Due Date immediately following
the receipt of such amounts. If with respect to any Serviced Loan the related Loan Documents permit the lender, at its option,
prior to an event of default under the related Serviced Loan, to apply amounts held in any reserve account as a prepayment or
to hold such amounts in a reserve account, the Master Servicer shall hold such amounts in the applicable reserve account and may
not apply such amounts as a prepayment until the occurrence of an event of default under the related Serviced Loan; provided
that any such amounts may be used, if permitted under the related Loan Documents, to defease the related Serviced Loan or,
upon an event of default under the related Serviced Loan, to prepay the Serviced Loan.


 


(c)          
The Master Servicer may enter into Sub-Servicing Agreements with third parties (including a party that has previously been engaged
as a Subcontractor) with respect to any of its obligations hereunder, provided that (i) any such agreement shall be
consistent with the provisions of this Agreement, (ii) any such agreement shall be consistent with the Servicing Standard,
(iii) other than with respect to any Mortgage Loan Seller Sub-Servicer, the Depositor has consented to the related Sub-Servicer,
(iv) any such agreement shall provide that, following receipt of the applicable Mortgage Loan Purchase Agreement from the
Depositor, the Master Servicer shall provide a copy of the applicable Mortgage Loan Purchase Agreement to the related Sub-Servicer,
and that such Sub-Servicer shall notify the Master Servicer in writing within five (5) Business Days after such Sub-Servicer
discovers or receives notice alleging a Document Defect or a Breach or receives a Repurchase Communication of a Repurchase Request,
a Repurchase Request Withdrawal, a Repurchase or a Repurchase Request Rejection; (v) the Master Servicer shall notify the
applicable Mortgage Loan Seller of any such agreement (other than any Sub-Servicing Agreement in place on the Closing Date with
a Mortgage Loan Seller Sub-Servicer); (vi) any assignment of such Sub-Servicing Agreement by the related Sub-Servicer (other
than an assignment to the Master Servicer) shall be subject to the prior written consent of the Depositor (which consent shall
not be unreasonably withheld, conditioned or delayed); (vii) any amendment or modification of such Sub-Servicing Agreement
shall be subject to the prior written consent of the Depositor (which consent shall not be unreasonably


 






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withheld, conditioned
or delayed) if the Master Servicer determines that, as a result of such amendment or modification, the Sub-Servicer would become
a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria in Item 1108(a)(2)(i),
(ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services 20% or more
of the pool assets; (viii) any such Sub-Servicing Agreement shall provide that it may be assumed by the Trustee or its designee,
if the Trustee or its designee has assumed the duties of the Master Servicer, or by any successor Master Servicer without cost
or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations of the Master Servicer
pursuant to Section 7.02 hereof; (ix) any such Sub-Servicing Agreement shall provide that the Trustee (for the benefit
of the Certificateholders and the related Companion Loan Holder (if applicable) and the Trust (as holder of the Lower-Tier Regular
Interests) shall be a third party beneficiary under such Sub-Servicing Agreement, but that (except to the extent the Trustee or
its designee assumes the obligations of such party thereunder as contemplated herein) none of the Trust, the Trustee, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer or Special Servicer, as applicable,
any successor master servicer or special servicer or any Certificateholder (or the related Companion Loan Holder, if applicable)
shall have any duties under such Sub-Servicing Agreement or any liabilities arising therefrom; (ix) any such Sub-Servicing
Agreement shall provide that the Sub-Servicer shall be in default under the related Sub-Servicing Agreement and such Sub-Servicing
Agreement shall be terminated (unless such default is waived by the Depositor in writing) if the Sub-Servicer fails (A) to
deliver by the due date (which may take into account any grace period permitted pursuant to this Agreement) any Exchange Act reporting
items required to be delivered to the Master Servicer, the Certificate Administrator or the Depositor under Article X
or under the Sub-Servicing Agreement or to the master servicer under any other pooling and servicing agreement that the Depositor
is a party to, or (B) to perform in any material respect any of its covenants or obligations contained in the Sub-Servicing
Agreement regarding creating, obtaining or delivering any Exchange Act reporting items required for any party to this Agreement
to perform its obligations under Article X or under the Exchange Act reporting requirements of any other pooling and
servicing agreement that the Depositor is a party to; (x) any such Sub-Servicing Agreement shall comply with the requirements
set forth in Section 10.17 of this Agreement; (xi) no Sub-Servicer shall be permitted under any Sub-Servicing Agreement
to make material servicing decisions, such as loan modifications or determinations as to the manner or timing of enforcing remedies
under the related Loan Documents, without the consent of the Master Servicer; and (x) no Sub-Servicer retained by the Master
Servicer shall be the Third Party Purchaser, the Operating Advisor, the Asset Representations Reviewer or any of their respective
Risk Retention Affiliates. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or subcontractors
so long as the related agreements or arrangements with such agents or subcontractors are consistent with the provisions of this
Section 3.01(c). The Master Servicer shall be responsible for paying the servicing fees of any Sub-Servicer retained
by it. The Master Servicer shall, upon request, provide a copy of each Sub-Servicing Agreement (and any assignment thereof) entered
into by it to the Depositor. A Sub-Servicer may be an affiliate of the Depositor, the Master Servicer or the Special


 






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Servicer.
The Special Servicer shall not appoint sub-servicers with respect to any of its servicing obligations and duties under this Agreement.


 


Any
Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans and/or Serviced Loan Combinations
involving a Sub-Servicer, shall be deemed to be between the Master Servicer and such Sub-Servicer alone, and the Trustee, the
Certificate Administrator, the Custodian, the Operating Advisor, the Trust Fund and the Certificateholders shall not be deemed
parties thereto and shall have no claims, rights, obligations, duties or liabilities (including, without limitation, any obligation
to pay any termination fee to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement) with respect to
the Sub-Servicer, except as set forth in Section 3.01(d) of this Agreement and no provision herein may be construed so
as to require the Trust Fund to indemnify any such Sub-Servicer.


 


As
part of its servicing activities hereunder, the Master Servicer for the benefit of the Trustee, the Certificateholders and, if
applicable, the Serviced Companion Loan Holders, shall (at no expense to the Trustee, the Certificateholders, the Serviced Companion
Loan Holders or the Trust) monitor the performance and enforce the obligations of each of its Sub-Servicers under the related
Sub-Servicing Agreement (except that, to the extent provided in Article X hereof, the Master Servicer shall be required
only to use commercially reasonable efforts to cause any Mortgage Loan Seller Sub-Servicer to comply with the requirements of
Article X hereof). Such enforcement, including, without limitation, the legal prosecution of claims, termination of
Sub-Servicing Agreements in accordance with their respective terms and the pursuit of other appropriate remedies, shall be in
such form and carried out to such an extent and at such time as is in accordance with the Servicing Standard and the terms of
this Agreement. The Master Servicer shall have the right to remove a Sub-Servicer retained by it in accordance with the terms
of the related Sub-Servicing Agreement.


 


(d)          
If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer in accordance with Section 7.02,
the Trustee or such successor, as applicable, to the extent necessary to permit the Trustee or such successor, as applicable,
to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee or such successor,
as applicable, succeed to all of the rights and obligations of the Master Servicer under any Sub-Servicing Agreement entered into
by the Master Servicer pursuant to Section 3.01(c) of this Agreement. In such event, the Trustee or the successor
Master Servicer, as applicable, shall be deemed to have assumed all of the Master Servicer’s interest therein (but not any
liabilities or obligations in respect of acts or omissions of the Master Servicer prior to such deemed assumption) and to have
replaced the Master Servicer as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement
had been assigned to the Trustee or such successor Master Servicer, as applicable, except that the Master Servicer shall not thereby
be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of the Trustee
or the successor Master Servicer, as applicable.


 


In
the event that the Trustee or any successor Master Servicer assumes the servicing obligations of the Master Servicer, upon request
of the Trustee or such successor Master Servicer, as applicable, the Master Servicer shall at its own expense deliver or cause
to be delivered to the Trustee or such successor Master Servicer, as applicable, all documents and records relating to any


 






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Sub-Servicing
Agreement and the Mortgage Loans then being serviced thereunder and an accounting of amounts collected and held by it, if any,
and will otherwise use its reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to the
Trustee or the successor Master Servicer, as applicable.


 


(e)           
The parties hereto acknowledge that each Serviced Loan Combination is subject to the terms and conditions of the related Co-Lender
Agreement and recognize the respective rights and obligations of the Trust, as holder of the related Mortgage Loan, and of the
related Serviced Companion Loan Holder(s) under the related Co-Lender Agreement, including: (i) with respect to the allocation
of collections on or in respect of such Serviced Loan Combination, and the making of remittances, to the Trust, as holder of the
related Mortgage Loan, and to the related Serviced Companion Loan Holder(s); (ii) with respect to the allocation of expenses
and losses relating to such Serviced Loan Combination to the Trust, as holder of the related Mortgage Loan, and to the related
Serviced Companion Loan Holder(s); (iii) any consultation, consent and Special Servicer appointment rights of a related Serviced
Companion Loan Holder or its Companion Loan Holder Representative, including those specified in this Agreement; (iv) any
right of a related Companion Loan Holder to attend (in-person or telephonically) annual meetings with the Master Servicer or the
Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master Servicer or the Special
Servicer, as applicable, for the purpose of discussing servicing issues related to such Serviced Loan Combination; (v) any right
of a related Companion Loan Holder to cure certain defaults under the related Serviced Loan Combination; and (vi) any right of
a related Companion Loan Holder to purchase the related Split Mortgage Loan from the Trust Fund (together with any other related
Serviced Pari Passu Companion Loans, if applicable). With respect to any Serviced Loan Combination, the Master Servicer (if such
Serviced Loan Combination is a Performing Serviced Loan) or the Special Servicer (if such Serviced Loan Combination has become
a Specially Serviced Loan or the related Mortgaged Property has been converted to an REO Property) shall prepare and provide to
the related Serviced Companion Loan Holder(s) (or its Companion Loan Holder Representative), or, if applicable, the master servicer
or special servicer for the related Other Securitization Trust, on its behalf, all notices, reports, statements and communications
to be delivered by the holder of the related Mortgage Loan under the related Co-Lender Agreement, and shall perform all duties
and obligations to be performed by a servicer and perform all servicing-related duties and obligations to be performed by the
holder of the related Mortgage Loan pursuant to the related Co-Lender Agreement. Furthermore, to the extent not otherwise expressly
included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced Loan Combination
are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein
in full. In the event of any conflict between this Agreement and a Co-Lender Agreement with respect to a Serviced Pari Passu Loan
Combination, the terms of such Co-Lender Agreement shall control with respect to such Serviced Pari Passu Loan Combination.


 


With
respect to any Serviced Outside Controlled Mortgage Loan (including any Servicing Shift Mortgage Loan prior to the related Servicing
Shift Date), subject to the rights of the Controlling Class Representative under this Agreement and any applicable consultation
rights


 






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of the Operating Advisor (to the extent set forth in Section 3.29(f)), the Master Servicer (if such Serviced
Outside Controlled Mortgage Loan is a Performing Serviced Loan and the matter does not involve a Major Decision or Special Servicer
Decision) or the Special Servicer (if such Serviced Outside Controlled Mortgage Loan is a Specially Serviced Loan or if such Serviced
Outside Controlled Mortgage Loan is a Performing Serviced Loan and the matter involves a Major Decision or Special Servicer Decision)
shall be entitled to exercise the rights and powers granted under the related Co-Lender Agreement to the “Non-Controlling
Note Holder” (as such term or any analogous term is defined in the related Co-Lender Agreement).


 


(f)           
Notwithstanding anything to the contrary herein, (a) at no time shall the Master Servicer or the Trustee be required to make any
P&I Advance on any Companion Loan and (b) if the Mortgage Loan (or the related REO Property) that is part of a Serviced Loan
Combination is no longer part of the Trust Fund, neither the Master Servicer nor the Trustee, as the case may be, shall have any
obligation to make any Property Advance on such Serviced Loan Combination. If pursuant to the foregoing sentence, the Master Servicer
does not intend to make a Property Advance with respect to a Serviced Loan Combination that the Master Servicer would have made
if the related Mortgage Loan or REO Property were still part of the Trust Fund, the Master Servicer shall promptly notify the
holder of the related Serviced Companion Loan of its intention to no longer make such Property Advances and shall additionally
promptly notify such holder of any required Property Advance it would have otherwise made upon becoming aware of the need for
such Property Advance. Additionally, at the time the Mortgage Loan relating to a Serviced Loan Combination is removed from the
Trust Fund, the Master Servicer shall deliver to the related Serviced Companion Loan Holder (or the master servicer of any securitization
of the related Serviced Companion Loan) (i) a copy of the most recent inspection report and the inspection report for the
prior calendar year, (ii) copies of all financial statements collected from the related Mortgagor for the most recent calendar
year and the prior calendar year, (iii) a copy of the most recent Appraisal and any other Appraisal done in the prior year
and (iv) a copy of all tax and insurance bills for the current calendar year and the prior calendar year.


 


(g)          
Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and
the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s
authority with respect to each Outside Serviced Mortgage Loan and each Outside Serviced Companion Loan related to the Outside
Serviced Mortgage Loans are limited by and subject to the terms of the related Co-Lender Agreement and this Agreement and the
rights of the related Outside Servicer and the related Outside Special Servicer with respect thereto under the applicable Outside
Servicing Agreement. The parties further recognize the respective rights and obligations of the related Outside Trustee and/or
the Outside Serviced Companion Loan Holders (or the representatives thereof) under each respective Co-Lender Agreement including
with respect to the allocation of collections on or in respect of an Outside Serviced Loan Combination in accordance with the
related Co-Lender Agreement. The Master Servicer shall cooperate with the Certificate Administrator, on behalf of the Trust, in
connection with the enforcement of the rights by the Trustee (as holder of the Outside Serviced Mortgage Loans) under each related
Co-Lender Agreement and each applicable Outside Servicing Agreement. The Master Servicer or Special Servicer, as


 






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applicable, (under
the power of attorney granted by the Trustee) shall take such actions as it shall deem reasonably necessary to facilitate the
servicing of each Outside Serviced Companion Loan by the related Outside Servicer and the related Outside Special Servicer, including,
but not limited to, delivering appropriate requests for release to the Custodian (if any) in order to deliver any portion
of the related Mortgage Files to the related Outside Servicer or related Outside Special Servicer under the applicable Outside
Servicing Agreement.


 


To
the extent that the Trust, as holder of an Outside Serviced Mortgage Loan for the benefit of the Certificateholders, is entitled
to (i) consent to or approve any modification, waiver or amendment of such Outside Serviced Mortgage Loan or (ii) exercise
any consultation rights with respect to “Major Decisions” or “Material Actions” (as such term or any analogous
term is defined in the applicable Outside Servicing Agreement) in connection with such Outside Serviced Mortgage Loan or any related
REO Property or any consultation rights with respect to the implementation of “Asset Status Reports” (as such term
or any analogous term is defined in the applicable Outside Servicing Agreement), then the following party or parties (to the extent
notified by the appropriate party to the applicable Outside Servicing Agreement of any matter requiring the exercise of consent,
approval or consultation rights) shall actually exercise such consent, approval or consultation rights, and the respective parties
to this Agreement shall take such actions as are reasonably necessary to allow the following party or parties to exercise such
consent, approval or consultation rights: (a) the Controlling Class Representative (unless a Control Termination Event
exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Master Servicer (if a Control Termination Event
exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise any such consent or approval rights,
in each case in accordance with Section 3.01(i); and (b) the Controlling Class Representative (unless a
Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or the Master Servicer
(if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) shall exercise
any such consultation rights entitled to be exercised by the holder of such Outside Serviced Mortgage Loan in accordance with
Section 3.01(i); provided, that after the occurrence and during the continuance of an Operating Advisor Consultation
Trigger Event, any such consultation rights shall be exercised by the Master Servicer or the Controlling Class Representative,
as applicable, jointly with the Operating Advisor (but, in the case of the Operating Advisor, only with respect to matters similar
to Major Decisions). The Special Servicer shall only be obligated to forward any requests received from the Outside Servicer or
the Outside Special Servicer, as applicable, for such consent and/or consultation to the Master Servicer (who shall forward any
such request to the Controlling Class Representative except if a Control Termination Event or Consultation Termination Event,
as applicable, has occurred and is continuing or if such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan and, following
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, to the Operating Advisor), and the
Special Servicer shall have no right or obligation to exercise any such consent or consultation rights.


 


In
addition to such consent, approval or consultation rights, the Controlling Class Representative (if no Control Termination
Event has occurred and is continuing and the related Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) and the
Special Servicer (if a Control Termination Event has occurred and is continuing), on behalf of the Trust,


 






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as
holder of each Outside Serviced Mortgage Loan for the benefit of the Certificateholders, will have the right (exercisable in its
sole discretion), to the extent provided in the related Co-Lender Agreement and/or the applicable Outside Servicing Agreement,
to attend (in-person or telephonically) annual meetings with the related Outside Servicer or Outside Special Servicer, as applicable,
upon reasonable notice and at times reasonably acceptable to the related Outside Servicer or Outside Special Servicer, as applicable,
for the purpose of discussing servicing issues related to such Outside Serviced Loan Combination.


 


None
of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee
shall have any obligation or authority to supervise any Outside Servicer, any Outside Special Servicer, any Outside Trustee or
any other party to the applicable Outside Servicing Agreement or to make Property Advances with respect to any of the Outside
Serviced Mortgage Loans or a Companion Loan related to an Outside Serviced Mortgage Loan. The obligation of the Master Servicer
and the Special Servicer to provide information to the Trustee or any other Person with respect to the Outside Serviced Mortgage
Loans and any Outside Serviced Companion Loan related to an Outside Serviced Mortgage Loan is dependent on their receipt of the
corresponding information from the related Outside Servicer or the related Outside Special Servicer, as applicable.


 


(h)          
The parties hereto acknowledge that each Outside Serviced Loan Combination is subject to the terms and conditions of the respective
Co-Lender Agreement and further acknowledge that, pursuant to the respective Co-Lender Agreement, (i) the related Outside
Serviced Mortgage Loan and the related Outside Serviced Companion Loans are to be serviced and administered by the related Outside
Servicer and Outside Special Servicer in accordance with the applicable Outside Servicing Agreement, and (ii) in the event
that the applicable Outside Serviced Companion Loan is no longer part of the trust fund created by the applicable Outside Servicing
Agreement and the related Outside Serviced Mortgage Loan remains an asset of the Trust Fund, then, as set forth in the related
Co-Lender Agreement, the related Outside Serviced Loan Combination shall be serviced in accordance with the applicable provisions
of the applicable Outside Servicing Agreement as if such agreement was still in full force and effect with respect to the related
Outside Serviced Loan Combination, until such time as a new servicing agreement has been agreed to by the parties to the related
Co-Lender Agreement in accordance with the provisions of such agreement and confirmation has been obtained from the Rating Agencies
that such new servicing agreement would not result in a downgrade, qualification or withdrawal of the then current ratings of
any Class of Certificates then outstanding and any other requirements applicable to the related Outside Serviced Mortgage
Loan.


 


(i)           
The parties hereto acknowledge that each Outside Serviced Mortgage Loan is subject to the terms and conditions of the related
Co-Lender Agreement. With respect to each Outside Serviced Loan Combination, the parties hereto recognize the respective rights
and obligations of the related Outside Serviced Loan Combination Noteholders under the related Co-Lender Agreement, including
with respect to the allocation of collections and losses on or in respect of the related Outside Serviced Mortgage Loan and the
related Outside Serviced Companion Loan(s) and the making of payments to the related Outside Serviced Loan Combination Noteholders
in accordance with the related Co-Lender Agreement and the applicable Outside Servicing Agreement. The parties hereto further


 






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acknowledge that, pursuant to the related Co-Lender Agreement, each Outside Serviced Mortgage Loan and the related Outside Serviced
Companion Loan(s) are to be serviced and administered by the related Outside Servicer and Outside Special Servicer in accordance
with the applicable Outside Servicing Agreement, and that payments allocated to each Outside Serviced Mortgage Loan and the related
Outside Serviced Companion Loans pursuant to the applicable Outside Servicing Agreement and the related Co-Lender Agreement are
to be made by related Outside Servicer. Although each Outside Serviced Mortgage Loan is not serviced and administered hereunder,
the Master Servicer and the Special Servicer hereunder for each such Outside Serviced Mortgage Loan shall have certain duties
as set forth herein and shall constitute the “Master Servicer” and “Special Servicer” hereunder with respect
to each such Outside Serviced Mortgage Loan.


 


If
there are at any time amounts due from the Trust, as holder of an Outside Serviced Mortgage Loan, to any party under the related
Co-Lender Agreement or the applicable Outside Servicing Agreement, the Master Servicer shall pay such amounts out of the Collection
Account. If a party to the applicable Outside Servicing Agreement related to an Outside Serviced Mortgage Loan requests the Master
Servicer, Special Servicer, Trustee, Certificate Administrator or Custodian to consent to, or consult with respect to, a modification,
waiver or amendment of, or other loan-level action related to, such Outside Serviced Mortgage Loan (except a modification, waiver
or amendment of the applicable Outside Servicing Agreement or the related Co-Lender Agreement which shall not be subject to the
operation of this sentence but shall instead be subject to the operation of the provisions below in this paragraph), the party
hereto that receives such request shall (but in the case of the Special Servicer subject to the limitation that it shall only
be required to deliver any such request to the Master Servicer) promptly deliver a copy of such request to the Controlling Class Representative
(if no Control Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation
rights) exists and such Outside Serviced Mortgage Loan is not an Excluded Mortgage Loan) or to the Master Servicer (if a Control
Termination Event (in the case of consent rights) or Consultation Termination Event (in the case of consultation rights) exists
or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), as applicable, and, following the occurrence and during
the continuance of an Operating Advisor Consultation Trigger Event, to the Operating Advisor, and (a) any such consent rights
shall be exercised by the Controlling Class Representative (unless a Control Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan) or by the Master Servicer (if a Control Termination Event exists or such Outside Serviced
Mortgage Loan is an Excluded Mortgage Loan) and (b) any such consultation rights shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the
Master Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan);
provided, that after the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any
such consultation rights shall be exercised by the Master Servicer or the Controlling Class Representative, as applicable,
jointly with the Operating Advisor (but, in the case of the Operating Advisor, only with respect to matters similar to Major Decisions);
and provided, further, that, if such Outside Serviced Mortgage Loan were serviced hereunder and such action would
not be permitted without Rating Agency Confirmation, then the Controlling Class Representative or the Master Servicer, as
applicable, shall not exercise any such right of consent without first having obtained (or having caused the related Outside Servicer
or Outside Special Servicer to obtain) or received such Rating Agency Confirmation (payable at the expense






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of the party making
such request for consent or approval if such requesting party is a Certificateholder or a party to this Agreement, and otherwise
from the Collection Account). If a Responsible Officer of the Trustee, Certificate Administrator or Custodian receives actual
notice of a termination event under the applicable Outside Servicing Agreement, then the Trustee, Certificate Administrator or
Custodian, as applicable, shall notify the Master Servicer (in writing), and the Master Servicer shall act in accordance with
the instructions of (prior to the occurrence of a Control Termination Event) the Controlling Class Representative in accordance
with the applicable Outside Servicing Agreement with respect to such termination event (provided that the Master Servicer shall
only be required to comply with such instructions if such instructions are in accordance with the applicable Outside Servicing
Agreement and not inconsistent with this Agreement); provided that, if such instructions are not provided within a reasonable
time period (not to exceed ten (10) Business Days or such lesser response time as is afforded under the applicable Outside Servicing
Agreement) or if a Control Termination Event exists or if the Master Servicer is not permitted by the applicable Outside Servicing
Agreement to follow such instructions, then the Master Servicer shall take such action or inaction (to the extent permitted by
the applicable Outside Servicing Agreement), as directed in writing by the Holders of the Certificates evidencing at least 25%
of the aggregate of all Voting Rights (such direction to be sought and communicated to the Master Servicer by the Certificate
Administrator) within a reasonable period of time that does not exceed such response time as is afforded under the applicable
Outside Servicing Agreement. Subject to the foregoing, during the continuation of any termination event with respect to the related
Outside Servicer or Outside Special Servicer under the applicable Outside Servicing Agreement, each of the Trustee, the Certificate
Administrator, the Master Servicer and the Special Servicer shall have the right (but not the obligation) to take all actions
to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Trust (including
the institution and prosecution of all judicial, administrative and other proceedings and the filings of proofs of claim and debt
in connection therewith). The reasonable costs and expenses incurred by the Master Servicer, Special Servicer, the Certificate
Administrator, or the Trustee in connection with such enforcement shall be paid by the Master Servicer out of the Collection Account.
If the Trustee receives a request (and, if the Master Servicer, Special Servicer or the Certificate Administrator receives such
request, such party shall promptly forward such request to the Trustee) from any party to the applicable Outside Servicing Agreement
for consent to or approval of a modification, waiver or amendment of the applicable Outside Servicing Agreement and/or the related
Co-Lender Agreement, or the adoption of any servicing agreement that is the successor to and/or in replacement of the applicable
Outside Servicing Agreement in effect as of the Closing Date or a change in servicer under the applicable Outside Servicing Agreement,
then the Trustee is hereby directed to, and the Trustee shall, grant such consent or approval if (a) the Trustee shall have received
a prior Rating Agency Confirmation from each Rating Agency (payable at the expense of the party making such request for consent
or approval to the Trustee, if a Certificateholder or a party to this Agreement, and otherwise from the Collection Account) with
respect to such consent or approval, and (b) unless a Control Termination Event has occurred and is continuing or the related
Outside Serviced Mortgage Loan is an Excluded Mortgage Loan, the Trustee shall have obtained the consent of the Controlling Class Representative.
The Trustee, the Certificate Administrator, the Special Servicer and the Master Servicer (each, a “Notifying Party”)
shall each promptly forward all material notices or other communications delivered to it in connection with the applicable Outside
Servicing Agreement to each other Notifying Party (unless a Notifying Party has actual knowledge that such


 






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other Notifying Party
(i) was copied on such original notice or communication or (ii) actually received such notice or communication), the Operating
Advisor, the Controlling Class Representative (if a Consultation Termination Event does not exist) and the Depositor and,
if such notice or communication is in the nature of a notice or communication that would be required to be delivered to the Rule 17g-5
Information Provider (for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13)
if the related Outside Serviced Mortgage Loan were a Mortgage Loan that is serviced and administered under this Agreement, to
the Rule 17g-5 Information Provider (who shall promptly post such notice to the Rule 17g-5 Information Provider’s
Website in accordance with Section 12.13); provided that, notwithstanding the foregoing, the Special Servicer
shall have no obligation to forward any such notice or communication under this provision unless (A) the Special Servicer is the
only addressee of such notice or communication or (B) there is no addressee on such notice or communication. Any obligation of
the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate
Administrator, the Controlling Class Representative and the Certificateholders with respect to any Outside Serviced Mortgage
Loan shall be dependent on its receipt of the corresponding information and collections from the related Outside Servicer or the
related Outside Special Servicer. Each of the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer
shall reasonably cooperate with the Master Servicer, the Special Servicer, the Operating Advisor or the Controlling Class Representative,
in each case as and when applicable, to facilitate the exercise by such party of any consent, approval or consultation rights
set forth in this Section 3.01 with respect to an Outside Serviced Mortgage Loan; provided, however, the Trustee,
the Certificate Administrator, the Master Servicer and the Special Servicer shall have no right or obligation to exercise any
consent or consultation rights or obtain a Rating Agency Confirmation on behalf of the Controlling Class Representative.


 


(j)            
With respect to each Outside Serviced Mortgage Loan, the parties to this Agreement agree as follows:


 


(i)           
pursuant to the related Outside Servicing Agreement, the related Outside Servicer or Outside Special Servicer, as applicable,
is obligated to make “Servicing Advances” or “Property Advances” and incur “Additional Trust Fund
Expenses” (as each such term or any analogous term is defined in the related Outside Servicing Agreement) with respect to
such Outside Serviced Mortgage Loan; the Trust shall be responsible for its pro rata share (such pro rata share
and the pro rata share of the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the
respective principal balances of such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any
“Nonrecoverable Servicing Advance” or “Nonrecoverable Property Advances” (and advance interest thereon)
and any “Additional Trust Fund Expenses” (as each such term or any analogous term is defined in the related Outside
Servicing Agreement), but only to the extent that they relate to servicing and administration of such Outside Serviced Mortgage
Loan, including without limitation, any unpaid “Special Servicing Fees,” “Liquidation Fees” and “Workout
Fees” (as each such term or any analogous term is defined in the related Outside Servicing Agreement) relating to such Outside
Serviced Mortgage Loan; and in the event that the funds received with respect to the related Outside Serviced Loan Combination
are insufficient to cover “Servicing Advances,” “Property Advances” or “Additional


 






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Trust Fund Expenses”
(as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) relating to the servicing and
administration of the related Outside Serviced Loan Combination, (i) the Master Servicer shall, promptly following notice
from the related Outside Servicer, reimburse the related Outside Servicer, the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, as applicable (such reimbursement, to the extent owed to the related
Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee, may be paid by the Master
Servicer to the related Outside Servicer, who shall pay such amounts to the related Outside Special Servicer, the related Outside
Certificate Administrator or the related Outside Trustee, as applicable), out of general funds in the Collection Account for the
Trust’s pro rata share (such pro rata share and the pro rata share of the holder(s) of the related
Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage
Loan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing Advance,” “Nonrecoverable
Property Advances” and/or “Additional Trust Fund Expenses” (as each such term or any analogous term is defined
in the applicable Outside Servicing Agreement), and (ii) if the related Outside Servicing Agreement permits the related Outside
Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee to
reimburse itself from the related Outside Securitization Trust’s general account, then the parties to this Agreement hereby
acknowledge and agree that the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate
Administrator or the related Outside Trustee, as applicable, may do so and the Master Servicer shall be required to, promptly
following notice from the related Outside Servicer, reimburse the related Outside Securitization Trust out of general funds in
the Collection Account for the Trust’s pro rata share (such pro rata share and the pro rata share of
the holder(s) of the related Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of
such Outside Serviced Mortgage Loan and the related Outside Serviced Companion Loan(s)) of any such “Nonrecoverable Servicing
Advance,” “Nonrecoverable Property Advances” and/or “Additional Trust Fund Expenses” (as each such
term or any analogous term is defined in the applicable Outside Servicing Agreement) relating to the servicing and administration
of such Outside Serviced Loan Combination;


 


(ii)         
With respect to each Outside Serviced Mortgage Loan, each of (i) (as and to the same extent the related Outside Securitization
Trust established under the related Outside Servicing Agreement is required to indemnify each of the following parties in respect
of other mortgage loans in the related Outside Securitization Trust pursuant to the terms of the related Outside Servicing Agreement)
the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator, the related
Outside Trustee, the related Outside Operating Advisor and the related Outside Depositor (and any director, officer, employee
or agent of any of the foregoing, to the extent such parties are identified as “Indemnified Parties” in the related
Outside Servicing Agreement in respect of other mortgages included in such Outside Securitization Trust) and (ii)


 






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the related
Outside Securitization Trust (such parties in clause (i) and the related Outside Securitization Trust, collectively, the
“Pari Passu Indemnified Parties”) shall be indemnified against any claims, losses, penalties, fines, forfeitures,
legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with the servicing
and administration of such Outside Serviced Mortgage Loan and the related Mortgaged Property (or, with respect to the related
Outside Operating Advisor, incurred in connection with the provision of services for such Outside Serviced Mortgage Loan) under
the applicable Outside Servicing Agreement (collectively, the “Pari Passu Indemnified Items”) to the extent
of the Trust’s pro rata share (such pro rata share and the pro rata share of the holder(s) of the related
Outside Serviced Companion Loan(s) to be determined based on the respective principal balances of such Outside Serviced Mortgage
Loan and the related Outside Serviced Companion Loan(s)) of such Pari Passu Indemnified Items, and to the extent amounts on deposit
in the “Serviced Loan Combination Collection Account”, “Serviced Pari Passu Companion Loan Custodial Account”,
“Whole Loan Custodial Account” or “Loan Combination Custodial Account” (as each such term or any analogous
term is defined in the applicable Outside Servicing Agreement), as applicable, maintained pursuant to the related Outside Servicing
Agreement that are allocated to the Outside Serviced Mortgage Loan are insufficient for reimbursement of such amounts, such Indemnified
Party shall be entitled to be reimbursed by the Trust (including out of general collections in the Collection Account) for the
Trust’s pro rata share of the insufficiency;


 


(iii)         
To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender
Agreement for an Outside Serviced Loan Combination are deemed incorporated herein by reference, and the parties hereto shall comply
with those provisions as if set forth herein in full. In the event of any inconsistency between the provisions of this Agreement
and any Outside Serviced Co-Lender Agreement, such Outside Serviced Co-Lender Agreement shall prevail, provided that in no event
shall the Master Servicer or the Special Servicer, as the case may be, take any action or omit to take any action in accordance
with the terms of any Outside Serviced Co-Lender Agreement, that would cause the Master Servicer or the Special Servicer, as the
case may be, to violate the Servicing Standard or REMIC Provisions; and


 


(iv)        
each Outside Servicer, each Outside Special Servicer, each Outside Certificate Administrator, each Outside Trustee, each Outside
Operating Advisor and each Outside Securitization Trust shall be third party beneficiaries of this Section 3.01(j).


 


(k)          
To the extent required under any Loan Documents, the Master Servicer shall, on behalf of the related lender, maintain a Note register
for the related Mortgage Loan in accordance with such Loan Documents.


 


(l)           
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the


 






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funding of terrorist activities and money laundering (for the purposes of this clause (l),
“Applicable Laws”), the Master Servicer may be required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Master Servicer. Accordingly, each of the parties
hereto agrees to provide to the Master Servicer, upon its reasonable request, from time to time such identifying information and
documentation as may be readily available to such party in order to enable the Master Servicer to comply with Applicable Laws;
provided that the Master Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred by such party
in connection therewith.


 


Section 3.02         
Liability of the Master Servicer. Notwithstanding any Sub-Servicing Agreement or primary servicing agreement, any of the
provisions of this Agreement relating to agreements or arrangements between the Master Servicer and any Person acting as Sub-Servicer
(or its agents or subcontractors) or any reference to actions taken through any Person acting as Sub-Servicer or otherwise, the
Master Servicer shall remain obligated and primarily liable to the Trustee, the Certificate Administrator, the Certificateholders
and any Serviced Companion Loan Holder for the servicing and administering of the Mortgage Loans (other than the Outside Serviced
Mortgage Loans) and the Serviced Companion Loan(s) in accordance with the provisions of this Agreement without diminution of such
obligation or liability by virtue of such Sub-Servicing Agreements, primary servicing agreements or arrangements or by virtue
of indemnification from any Person acting as Sub-Servicer (or its agents or subcontractors) to the same extent and under the same
terms and conditions as if the Master Servicer alone was servicing and administering the Mortgage Loans (other than the Outside
Serviced Mortgage Loans) and the Serviced Companion Loans. The Master Servicer shall be entitled to enter into an agreement with
any Sub-Servicer providing for indemnification of the Master Servicer by such Sub-Servicer, and nothing contained in this Agreement
shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or
modify this Agreement.


 


Section 3.03         
Collection of Certain Mortgage Loan Payments.


 


(a)          
The Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans), as applicable, shall use reasonable efforts in accordance with the Servicing Standard to collect all payments called for
under the terms and provisions of the Serviced Loans it is obligated to service hereunder, and shall follow the Servicing Standard
with respect to such collection procedures; provided that, with respect to any ARD Mortgage Loan, so long as the related
Mortgagor is in compliance with each provision of the related Loan Documents, the Master Servicer and the Special Servicer shall
not take any enforcement action with respect to the failure of the related Mortgagor to make any payment of Excess Interest, other
than requests for collection, until the Maturity Date of any ARD Mortgage Loan or until the outstanding principal balance of such
ARD Mortgage Loan (exclusive of any portion representing accrued Excess Interest) has been paid in full); provided, further,
that, with respect to any ARD Mortgage Loan, the Master Servicer or Special Servicer, as the case may be, may take action to enforce
the Trust Fund’s right to apply excess cash flow to principal in accordance with the terms of the Loan Documents. For clarification,
no obligation of the Master Servicer or the Special Servicer to use reasonable efforts to collect fees from the related Mortgagor
will change the obligation of the Master Servicer to pay


 


 



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such fees from general collections or other proceeds in accordance with
Section 3.06(a) and Section 3.06A(a) of this Agreement, whether or not such Special Servicing Fees, Workout
Fees or Liquidation Fees are collected from or paid by the related Mortgagor. The Master Servicer, with respect to the Performing
Serviced Loans, and the Special Servicer, with respect to the Specially Serviced Loans, shall use its reasonable efforts to collect
income statements, rent rolls and other reporting information from Mortgagors (as required under the related Loan Documents).
Consistent with the foregoing, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect
to Specially Serviced Loans), as applicable, may in its discretion waive any Penalty Charges in connection with any delinquent
Monthly Payment with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan) or Serviced Companion Loan. In
addition, the Master Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage
Loans (other than the Outside Serviced Mortgage Loans) and the Serviced Companion Loan as are permitted or required under Section 3.21
of this Agreement. Furthermore, with respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if the related
Mortgage Loan documents provide for the annual or quarterly testing of financial conditions of the related Mortgagor and/or Mortgaged
Properties (e.g., debt yield tests, debt service coverage ratio tests and/or loan-to-value ratio tests) in connection with cash-management
triggers or the commencement of additional required escrow payments, the Master Servicer (with respect to Performing Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable (only to the extent the related information
required for such testing is to be delivered to the Master Servicer and/or the Special Servicer, as applicable, pursuant to the
related Mortgage Loan documents and is actually delivered to the Master Servicer and/or the Special Servicer, as applicable),
shall use reasonable efforts to conduct such financial testing within the timeframes contemplated by such Loan Documents, if any.
Furthermore, in accordance with this Section 3.03(a), with respect to any Mortgage Loan (other than an Outside Serviced
Mortgage Loan), the Master Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially
Serviced Loans), as applicable, shall use reasonable efforts to collect financial statements from the related Mortgagor for the
periods set forth in the related Loan Documents (e.g., and as applicable, for the entire fiscal year where annual reporting is
required).


 


(b)          
If the Master Servicer receives Excess Interest directly from the related Mortgagor or through the Special Servicer, which Excess
Interest was collected during the Collection Period for any Distribution Date, or receives notice from the related Mortgagor that
the Master Servicer will be receiving Excess Interest during the Collection Period for any Distribution Date, then the Master
Servicer shall notify the Certificate Administrator no later than two Business Days prior to such Distribution Date by means of
a clearly labeled item in the CREFC® Loan Periodic Update File. None of the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee shall be responsible for any failure of the related Mortgagor to pay any such Excess
Interest. The preceding statements shall not, however, be construed to limit the provisions of Section 3.03(a) of
this Agreement.


 


(c)          
With respect to each Outside Serviced Mortgage Loan, the Certificate Administrator shall deliver to the related Outside Trustee,
the related Outside Certificate


 






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Administrator, the related Outside Special Servicer, the related Outside Servicer and the related
Outside Operating Advisor promptly following the Closing Date (or, in the case of each Servicing Shift Mortgage Loan, promptly
upon the related Servicing Shift Date), written notice in the form of Exhibit FF-1, Exhibit FF-2, Exhibit FF-3,
Exhibit FF-4, Exhibit FF-5, Exhibit FF-6, Exhibit FF-7, Exhibit FF-8,
Exhibit FF-9, Exhibit FF-10, Exhibit FF-11 or Exhibit FF-12 attached hereto, as applicable,
stating that, as of the Closing Date (or the related Servicing Shift Date, as applicable), the Trustee is the holder of such Outside
Serviced Mortgage Loan and directing each such recipient to remit to the Master Servicer all amounts payable to, and to forward,
deliver or otherwise make available, as the case may be, to the Master Servicer all reports, statements, documents, communications
and other information that are to be forwarded, delivered or otherwise made available to, the holder of such Outside Serviced
Mortgage Loan under the related Co-Lender Agreement and the applicable Outside Servicing Agreement (which notice shall also provide
contact information for the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and each party designated
to exercise the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement), accompanied by
a copy of an executed version of this Agreement, and (B) notice of any subsequent change in the identity of the Master Servicer
or any party designated to exercise the rights of the “Non-Controlling Note Holder” under the related Co-Lender Agreement
(together with the relevant contact information). The Master Servicer shall, within one (1) Business Day of receipt of properly
identified funds, deposit into the Collection Account all amounts received with respect to each Outside Serviced Mortgage Loan,
the Mortgaged Property related to each Outside Serviced Mortgage Loan or any related REO Property; provided, however,
that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer
shall use commercially reasonable efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt
of such amounts but, in any event, the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business
Days of receipt of such amounts.


 


(d)          
With respect to each Outside Serviced Mortgage Loan, if the Master Servicer does not receive from the related Outside Servicer
any Monthly Payment or other amounts known by the Master Servicer to be owing on such Outside Serviced Mortgage Loan in accordance
with the terms of the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement, then the Master Servicer
shall provide notice of such failure to the related Outside Servicer and the related Outside Trustee.


 


Section 3.04         
Collection of Taxes, Assessments and Similar Items; Escrow Accounts.


 


(a)          
With respect to each Mortgaged Property securing a Serviced Loan, the Master Servicer shall maintain accurate records with respect
to each related Mortgaged Property reflecting the status of taxes, assessments, ground rents and other similar items that are
or may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. From
time to time, to the extent such payments are to be made from escrowed funds, the Master Servicer shall (i) obtain all bills
for the payment of such items (including renewal premiums), and (ii) effect payment of all such bills with respect to such
Mortgaged Properties prior to the applicable penalty or


 






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termination date, in each case employing for such purpose Escrow Payments
as allowed under the terms of the related Serviced Loan. With respect to non-escrowed payments, when the Master Servicer becomes
aware in accordance with the Servicing Standard that a Mortgagor (other than with respect to the Outside Serviced Mortgage
Loan) has failed to make any such payment or, with respect to escrowed loans, collections from the Mortgagor are insufficient
to pay any such item before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall
as a Property Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would
be a Nonrecoverable Advance. Notwithstanding anything in this Agreement to the contrary, the Master Servicer may in accordance
with the Servicing Standard elect (but is not required) to make (and in the case of a Specially Serviced Loan, at the direction
of the Special Servicer will be required to make) a payment from amounts on deposit in the Collection Account that would otherwise
be a Property Advance with respect to a Serviced Mortgage Loan notwithstanding that the Master Servicer or the Special Servicer
has determined that such a Property Advance would, if advanced, be a Nonrecoverable Property Advance, if making the payment (x) would
prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would
cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan, or
(y) would remediate any adverse environmental condition or circumstance at the related Mortgaged Property, if, in each instance,
the Master Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard that making the
payment is in the best interest of the Certificateholders and any related Serviced Companion Loan Holder(s) (as a collective whole
as if the Certificateholders and such Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced
AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))). If the Special
Servicer makes such a determination, it shall notify the Master Servicer and the Master Servicer shall make such payment from
the Collection Account. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged
Properties shall, for the purpose of calculating distributions to Certificateholders, be added to the amount owing under the related
Mortgage Loans, notwithstanding that the terms of such Mortgage Loans so permit.


 


(b)          
The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan or Serviced Loan Combination
constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain
one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall
be deposited within two (2) Business Days after receipt of properly identified funds. The Master Servicer shall also deposit into
each applicable Escrow Account any amounts representing losses on Permitted Investments to the extent required by Section 3.07(b)
of this Agreement and any Insurance Proceeds or Condemnation Proceeds which are required to be applied to the restoration
or repair of any Mortgaged Property pursuant to the related Loan Documents. Escrow Accounts shall be Eligible Accounts (except
to the extent the related Loan Documents require or permit it to be held in an account that is not an Eligible Account) in accordance
with the terms of the related Loan Documents) and (subject to any changes in the identities of the Master Servicer and/or the
Trustee) shall be entitled, “Midland Loan Services, a Division of PNC


 






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Bank, National Association, as Master Servicer, on
behalf of Wilmington Trust, National Association, as Trustee for the benefit of the registered Holders of Benchmark 2019-B15 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15, the Serviced Companion Loan Holders, and Various Mortgagors.”
Withdrawals from an Escrow Account may be made by the Master Servicer only:


 


(i)           
to effect timely payments of items constituting Escrow Payments for the related Loan Documents and in accordance with the terms
of the related Mortgage Loan or Serviced Loan Combination, as applicable;


 


(ii)          
to transfer funds to the Collection Account and/or the applicable Loan Combination Custodial Account to reimburse the Master Servicer,
the Special Servicer or the Trustee, as applicable, for any Property Advance (with interest thereon at the Advance Rate) relating
to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan or Serviced Loan Combination, as
applicable, which represent late collections of Escrow Payments thereunder;


 


(iii)         
for application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan or
Serviced Loan Combination, as applicable, and the Servicing Standard;


 


(iv)         
to clear and terminate such Escrow Account upon the termination of this Agreement;


 


(v)         
to pay from time to time to the related Mortgagor (a) any interest or investment income earned on funds deposited in the
Escrow Account if such income is required to be paid to the related Mortgagor under law or by the terms of the Mortgage Loan or
Serviced Loan Combination, as applicable, or otherwise to the Master Servicer and (b) any other funds required to be released
to the related Mortgagors pursuant to the related Loan Documents; and


 


(vi)         
to remove any funds deposited in an Escrow Account that were not required to be deposited therein.


 


(c)          
In the event any Loan Documents permit the lender, at the discretion of the lender, to use letters of credit and/or cash reserves
to prepay the related Mortgage Loan prior to the Maturity Date and in the absence of an event of default or acceleration of the
Mortgage Loan, then the Master Servicer shall hold such amounts in an Escrow Account for so long as the Loan Documents permit
such discretion.


 


(d)          
Unless required by the related Loan Documents, neither the Master Servicer nor the Special Servicer shall apply any earnout escrows
or reserves established with respect to any Mortgage Loan as a prepayment of such Mortgage Loan if no event of default has occurred
under such Mortgage Loan.


 


(e)          
To the extent that (i) an operations and maintenance plan is required to be established and executed pursuant to the terms
of a Serviced Loan, or (ii) any repairs, capital improvements, actions or remediations are required to have been taken or
completed


 






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pursuant to the terms of the Serviced Loan, the Master Servicer shall determine in accordance with the Servicing Standard
(which determination may be made on the basis of inquiry to the Mortgagor and this sentence shall in no event be construed to
require a physical inspection other than inspections described in Section 3.18 of this Agreement; provided
that all deliveries required to be made to Master Servicer under the related Loan Documents of supporting documentation have been
made; then the Master Servicer shall report the then current status as a failure) whether the related Mortgagor has failed to
perform such obligations under the related Mortgage Loan or Serviced Loan Combination as of the date required under the related
Mortgage Loan or Serviced Loan Combination and report any such failure to the Special Servicer, the Serviced Companion Loan Holders
and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative within
a reasonable time after the date as of which such actions or remediations are required to be or to have been taken or completed.


 


Section 3.05         
Collection Account; Distribution Accounts; and Excess Liquidation Proceeds Reserve Account; and Excess Interest Distribution
Account.


 


(a)          
The Master Servicer shall establish and maintain the Collection Account in the Master Servicer’s name on behalf of the Trustee,
for the benefit of the Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Collection Account
shall be established and maintained as an Eligible Account. Amounts attributable to the Mortgage Loans (other than the Excess
Interest) will be assets of the Lower-Tier REMIC. As and when required under this Agreement, the Master Servicer shall transfer
to the Collection Account any amounts to be transferred thereto from a Loan Combination Custodial Account as contemplated by Section 3.06A(a)(i)
of this Agreement, and the Master Servicer shall deposit in the Collection Account any amounts required to be deposited therein
pursuant to Section 3.07(b) of this Agreement in connection with net losses realized on Permitted Investments with
respect to funds held in the Collection Account. In addition, the Master Servicer shall deposit or cause to be deposited in the
Collection Account, within one (1) Business Day following receipt of properly identified funds, (x) all Net Liquidation
Proceeds received on or with respect to a Mortgage Loan related to a Serviced Loan Combination in connection with any of the events
described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement, and (y) without
duplication, the following payments and collections received or made by it on or with respect to the Mortgage Loans (other than
any Mortgage Loan related to a Serviced Loan Combination):


 


(i)            
all payments on account of principal on such Mortgage Loans, including Principal Prepayments and the principal component of Insurance
Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)          
all payments on account of interest on such Mortgage Loans (including Excess Interest);


 


(iii)         
all Yield Maintenance Charges on such Mortgage Loans;


 






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(iv)     all amounts with respect to any related REO Property transferred to the Collection Account, or to the Master Servicer for deposit
in the Collection Account, from an REO Account pursuant to Section 3.16(b) of this Agreement;


 


(v)       all Net Insurance Proceeds, Net Condemnation and Net Liquidation Proceeds with respect to such Mortgage Loans;


 


(vi)      any amounts received from Mortgagors under such Mortgage Loans that represent (A) recoveries of Property Protection Expenses,
(B) any recovery of Unliquidated Advances with respect to such Mortgage Loans, or (C) any other reimbursements in accordance
with the related Loan Documents, in each case to the extent not permitted to be retained by the Master Servicer as provided herein;


 


(vii)      any Loss of Value Payments, as set forth in Section 3.06(c) of this Agreement; and


 


(viii)     any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Master Servicer
or Special Servicer, including pursuant to Section 2.04 and Section 3.03(c) of this Agreement; provided,
however, that to the extent any amounts referred to in clauses (x) or (y) above of this Section 3.05(a)
are received after 2:00 p.m. Eastern time on any given Business Day, the Master Servicer shall use commercially reasonable
efforts to deposit such amounts into the Collection Account within one (1) Business Day of receipt thereof but, in any event,
the Master Servicer shall deposit such amounts into the Collection Account within two (2) Business Days of receipt thereof.


 


The
foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without
limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation or other
Additional Special Servicing Compensation need not be deposited in the Collection Account by the Master Servicer or the Special
Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable,
shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees,
review fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special Servicing Compensation
received with respect to such Mortgage Loans in accordance with Section 3.12 of this Agreement; provided that if the
Master Servicer or the Special Servicer, as applicable, receives any such Ancillary Fees, Consent Fees, Assumption Fees, assumption
application fees, defeasance fees and/or amounts that constitute other Additional Servicing Compensation or other Additional Special
Servicing Compensation in excess of the percentage of such fees to which it is entitled pursuant to Section 3.12(a)
(in the case of the Master Servicer) or Section 3.12(c) (in the case of the Special Servicer), then it shall remit
to the other party (i.e. the Special Servicer (if Master Servicer has received the excess percentage of such fees) or the Master
Servicer (if Special Servicer has received the excess percentage of such fees), as applicable) the percentage of such fees to
which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c), as applicable. To the
extent that any Penalty Charges or Modification Fees received by the Master Servicer or the


 



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 Special Servicer, as applicable, with
respect to any Mortgage Loan constitute servicing compensation pursuant to Section 3.14(a)(iv) of this Agreement,
the Master Servicer and the Special Servicer shall not deposit such fees into the Collection Account and shall instead apply such
fees in accordance with Section 3.14(a)(iv) of this Agreement. In the event that the Master Servicer deposits in the
Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate
Administrator and the Special Servicer of the location and account number of the Collection Account and shall notify the Certificate
Administrator and the Special Servicer in writing of any subsequent change thereof.


 


Upon
receipt of any of the amounts described in clauses (i) through (vi) and (viii) of the last sentence of the second preceding
paragraph with respect to a Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination), the Special Servicer
shall promptly, but in no event later than one (1) Business Day after receipt of properly identified funds, remit such amounts
to the Master Servicer for deposit into the Collection Account in accordance with the second preceding paragraph, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive
endorsement or other appropriate reason. With respect to any such amounts paid by check to the order of the Special Servicer,
the Special Servicer shall endorse such check to the order of the Master Servicer, unless the Special Servicer determines, consistent
with the Servicing Standard, that a particular item cannot be so endorsed and delivered because of a restrictive endorsement or
other appropriate reason. Any such amounts received by the Special Servicer with respect to an REO Property that relates to any
Mortgage Loan (other than a Mortgage Loan related to a Serviced Loan Combination) shall initially be deposited by the Special
Servicer into the related REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager
directly to the Master Servicer) and thereafter remitted to the Master Servicer for deposit into the Collection Account, all in
accordance with Section 3.16 of this Agreement.


 


(b)     
The Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account and the Upper-Tier
REMIC Distribution Account in the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Certificateholders.
Each of the foregoing accounts shall be non-interest bearing and shall be established and maintained as Eligible Accounts
or as sub-accounts of a single Eligible Account. With respect to each Distribution Date, on or before such Distribution Date,
the Certificate Administrator shall be deemed to make or shall make the withdrawals from the Lower-Tier REMIC Distribution
Account as set forth in Section 4.01 of this Agreement, shall be deemed to make the deposits into the Lower-Tier
REMIC Distribution Account and the Upper-Tier REMIC Distribution Account as set forth in Section 4.01 hereof,
and shall cause the amount of Aggregate Available Funds (including P&I Advances) and Yield Maintenance Charges to be distributed
in respect of the applicable Certificates, pursuant to Section 4.01 hereof on such date.


 


(c)      
The Certificate Administrator shall establish (upon receipt of written notice that an event that generates Excess Liquidation
Proceeds has occurred) and maintain the Excess Liquidation Proceeds Reserve Account in the name of the Certificate Administrator
on behalf of the Trustee for the benefit of the Certificateholders. The Excess Liquidation


 



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 Proceeds Reserve Account shall be non-interest
bearing and shall be maintained separate and apart from trust funds for mortgage pass-through certificates of other series
administered by the Certificate Administrator and other accounts of the Certificate Administrator.


 


Upon
the disposition of any REO Property in accordance with Section 3.17 of this Agreement, the Special Servicer shall
calculate the Excess Liquidation Proceeds, if any, realized in connection with such sale and remit to the Certificate Administrator
such amount for deposit in the Excess Liquidation Proceeds Reserve Account. Amounts held in the Excess Liquidation Proceeds Reserve
Account on each Distribution Date that exceed amounts reasonably anticipated to be required to offset possible future Realized
Losses and other shortfalls in payments on the Regular Certificates, as determined by the Special Servicer, and all amounts held
in the Excess Liquidation Proceeds Reserve Account on the final Distribution Date, in each case after application in accordance
with the first two sentences of Section 4.01(e) of this Agreement, shall be distributed to the Holders of the Class R
Certificates in respect of the Lower-Tier Residual Interest.


 


(d)     
[RESERVED]


 


(e)      
Prior to the Master Servicer Remittance Date immediately following the end of the first Collection Period during which Excess
Interest is received on any ARD Mortgage Loan, and upon notification from the Master Servicer pursuant to Section 3.03(b)
of this Agreement, the Certificate Administrator shall establish and maintain the Excess Interest Distribution Account in
the name of the Certificate Administrator on behalf of the Trustee, for the benefit of the Holders of the Excess Interest Certificates.
The Excess Interest Distribution Account shall be non-interest bearing and shall be established and maintained as an Eligible
Account (or as a subaccount of an Eligible Account). With respect to each Distribution Date, the Master Servicer shall withdraw
from the Collection Account and remit to the Certificate Administrator on the applicable Master Servicer Remittance Date for deposit
in the Excess Interest Distribution Account an amount equal to the Excess Interest received during the applicable Collection Period.


 


The
Certificate Administrator shall, on any Distribution Date, make withdrawals from the Excess Interest Distribution Account to the
extent required to make the distributions of Excess Interest required by Section 4.01(k) of this Agreement.


 


Following
the distribution of Excess Interest to the Holders of the Excess Interest Certificates on the first Distribution Date after which
there are no longer any ARD Mortgage Loans outstanding, the Certificate Administrator may terminate the Excess Interest Distribution
Account.


 


(f)      
Notwithstanding anything to the contrary herein, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds Reserve Account and the Interest Reserve Account
may all be sub-accounts of a single Eligible Account; provided that each of them shall be treated as a separate account for
purposes of deposits and withdrawals under this Agreement.


 






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(g)     
If any Loss of Value Payments are received in connection with a Material Document Defect or Material Breach, as the case may be,
pursuant to or as contemplated by Section 2.03(a) of this Agreement, the Special Servicer shall establish and maintain
one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held on behalf of the Trustee for
the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the
Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall,
upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Loss of Value Reserve Fund
shall be accounted for as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and
not an asset of any Trust REMIC. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts
paid out of the Loss of Value Reserve Fund (and any income earned thereon) through the Collection Account to the Certificateholders
(or, in the case of any income earned on the Loss of Value Reserve Fund and paid to the Special Servicer as additional compensation)
as damages paid to and distributed by the Trust REMICs on account of a breach of a representation or warranty by the related Mortgage
Loan Seller and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage
Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund.
The applicable Mortgage Loan Seller will be the beneficial owner of the related account in the Loss of Value Reserve Fund for
all federal income tax purposes, and shall be taxable on all income earned thereon.


 


(h)      
For the avoidance of doubt, the Lower-Tier REMIC Distribution Account, the Excess Liquidation Proceeds Reserve Account, and
the related portion of the Interest Reserve Account (including interest, if any, earned on the investment of funds in such accounts)
will be owned by the Lower-Tier REMIC, the Excess Interest Distribution Account will be owned by the Grantor Trust, and the
Upper-Tier REMIC Distribution Account (including interest, if any, earned on the investment of funds in such account) will
be owned by the Upper-Tier REMIC for federal income tax purposes.


 


Section
3.05A Loan Combination Custodial Account.


 


(a)      
The Master Servicer shall establish and maintain, with respect to each Serviced Loan Combination (if any), one or more separate
accounts, which may be sub-accounts of a single account (with respect to each Serviced Loan Combination, the “Loan
Combination Custodial Account”) in which the amounts described in clauses (i) through (viii) below shall be deposited
and held in the name of the Master Servicer on behalf of the Trustee for the benefit of the Certificateholders and the related
Serviced Companion Loan Holder(s), as their interests may appear; provided that a Loan Combination Custodial Account may
be a sub-account of the Collection Account or another Loan Combination Custodial Account (but shall be deemed to be a separate
account for purposes of applying the terms of this Agreement). Each of the Loan Combination Custodial Accounts shall be an Eligible
Account or a subaccount of an Eligible Account. The Master Servicer shall deposit or cause to be deposited in each Loan Combination
Custodial Account, within one Business Day following receipt of properly identified funds (or, in the case of payments by the
Master Servicer, when otherwise


 



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 required to be so deposited under this Agreement), the following payments and collections received
or made by it on or with respect to the related Serviced Loan Combination:


 


(i)        all payments on account of principal on the related Serviced Loan Combination, including Principal Prepayments and the principal
component of Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds;


 


(ii)       all payments on account of interest on the related Serviced Loan Combination;


 


(iii)      all Yield Maintenance Charges on the related Serviced Loan Combination;


 


(iv)      any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement in connection with net losses realized
on Permitted Investments with respect to funds held in such Loan Combination Custodial Account;


 


(v)       all amounts with respect to any REO Property acquired in respect of the related Serviced Loan Combination transferred to such
Loan Combination Custodial Account, or the Master Servicer for deposit in such Loan Combination Custodial Account, from the related
REO Account pursuant to Section 3.16(b) of this Agreement;


 


(vi)     
all Net Condemnation Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds with respect to the related Serviced Loan Combination
(other than any Net Liquidation Proceeds received on or in respect of the related Mortgage Loan in connection with any of the
events described in clauses (iii) and (iv) of the definition of “Liquidation Event” in this Agreement);


 


(vii)   
any amounts received from the Mortgagor under the related Serviced Loan Combination that represent (A) recoveries of Property
Protection Expenses, or (B) any other reimbursements in accordance with the related Loan Documents, in each case to the extent
not permitted to be retained by the Master Servicer as provided herein; and


 


(viii)    any other amounts required by the provisions of this Agreement to be deposited into such Loan Combination Custodial Account by
the Master Servicer or Special Servicer, including any recovery of any Unliquidated Advances;


 


provided,
however, that to the extent any such amounts are received after 2:00 p.m. Eastern time on any given Business Day,
the Master Servicer shall use commercially reasonable efforts to deposit such amounts into the related Loan Combination Custodial
Account within one (1) Business Day of receipt thereof but, in any event, the Master Servicer shall deposit such amounts
into the related Loan Combination Custodial Account within two (2) Business Days of receipt thereof.


 






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(b)     
The foregoing requirements for deposits in each Loan Combination Custodial Account shall be exclusive, it being understood and
agreed that, without limiting the generality of the foregoing, to the extent provided herein, Ancillary Fees, Consent Fees, Assumption
Fees, assumption application fees, defeasance fees, review fees and other amounts that constitute other Additional Servicing Compensation
or other Additional Special Servicing Compensation need not be deposited in such Loan Combination Custodial Account by the Master
Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special
Servicer, as applicable, shall be entitled to retain any such Ancillary Fees, Consent Fees, Assumption Fees, assumption application
fees, defeasance fees, review fees and/or other amounts that constitute other Additional Servicing Compensation or other Additional
Special Servicing Compensation received with respect to the Serviced Loan Combinations in accordance with Section 3.12
of this Agreement; provided that if the Master Servicer or the Special Servicer, as applicable, receives any such Ancillary
Fees, Consent Fees, Assumption Fees, assumption application fees, defeasance fees and/or amounts that constitute other Additional
Servicing Compensation or other Additional Special Servicing Compensation in excess of the percentage of such fees to which it
is entitled pursuant to Section 3.12(a) (in the case of the Master Servicer) or Section 3.12(c) (in the
case of the Special Servicer), then it shall remit to the other party (i.e. the Special Servicer (if Master Servicer has received
the excess percentage of such fees) or the Master Servicer (if Special Servicer has received the excess percentage of such fees),
as applicable) the percentage of such fees to which such other party is entitled pursuant to Section 3.12(a) or Section 3.12(c),
as applicable. The Master Servicer and the Special Servicer shall not deposit any Modification Fees received by the Master Servicer
or the Special Servicer, as applicable, with respect to any Serviced Loan Combination into the related Loan Combination Custodial
Account and shall instead apply such fees (except to the extent not permitted under the related Co-Lender Agreement) in accordance
with Section 3.14 of this Agreement. In the event that the Master Servicer deposits in a Loan Combination Custodial
Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Loan Combination Custodial
Account, any provision herein to the contrary notwithstanding. The Master Servicer shall give written notice to the Certificate
Administrator, the related Serviced Companion Loan Holders and the Special Servicer of the location and account number of each
Loan Combination Custodial Account and shall notify the Certificate Administrator, the related Serviced Companion Loan Holder
and the Special Servicer in writing of any subsequent change thereof. Each Loan Combination Custodial Account shall be maintained
as a segregated account (or sub-account of such segregated account), separate and apart from trust funds created for mortgage
backed securities of other series and the other accounts of the Master Servicer.


 


(c)      
Upon receipt of any of the amounts described in clauses (i) through (viii) of Section 3.05A(a) with respect
to a Serviced Loan Combination, the Special Servicer shall promptly, but in no event later than one Business Day after receipt,
remit such amounts to the Master Servicer for deposit into the Loan Combination Custodial Account in accordance with Section 3.05A(a),
unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited
because of a restrictive endorsement or other appropriate reason. With respect to any such amounts paid by check to the order
of the Special Servicer, the Special Servicer shall endorse such check


 



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 to the order of the Master Servicer, unless the Special
Servicer determines, consistent with the Servicing Standard, that a particular item cannot be so endorsed and delivered because
of a restrictive endorsement or other appropriate reason. Any such amounts received by the Special Servicer with respect to an
REO Property that relates to a Serviced Loan Combination shall initially be deposited by the Special Servicer into the related
REO Account (or, at the option of the Special Servicer, remitted by the applicable property manager directly to the Master Servicer)
and thereafter remitted to the Master Servicer for deposit into the related Loan Combination Custodial Account, all in accordance
with Section 3.17 of this Agreement.


 


Section 3.06      
Permitted Withdrawals From the Collection Account.


 


(a)      
The Master Servicer may make withdrawals from the Collection Account only as described below (the order set forth below not constituting
an order of priority for such withdrawals), subject to the application of Penalty Charges and Modification Fees in accordance
with the related Co-Lender Agreement and Section 3.14 of this Agreement:


 


(i)       
to remit on or before each Master Servicer Remittance Date to the Certificate Administrator for deposit in the Lower-Tier
REMIC Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account and the Excess Liquidation
Proceeds Reserve Account the amounts required to be deposited in such accounts pursuant to Sections 3.05(c), 3.05(e),
3.23, 4.01(a)(i) and Section 4.06(a) of this Agreement, respectively;


 


(ii)      
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, as applicable (A) for Advances made thereby
with respect to Mortgage Loans that are not part of a Serviced Loan Combination (other than Workout-Delayed Reimbursement
Amounts) and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such payment
or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to reimburse
any such Person pursuant to this clause (ii)(A) being limited to late collections (including cure payments by related
Serviced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Mortgage Loan
or REO Property respecting which such Advance was made, if applicable (provided that (x) prior to the time any Advance
is reimbursed, Advance Interest Amounts may be reimbursed solely from Penalty Charges and Modification Fees collected on the related
Mortgage Loan, and (y) at the time any Advance (other than Workout Delayed Reimbursement Amounts) is reimbursed, Advance
Interest Amounts on such reimbursed Advance shall be payable first from Penalty Charges and Modification Fees collected on the
related Mortgage Loan, and, to the extent such Penalty Charges and Modification Fees are insufficient, then from general collections
on deposit in the Collection Account), (B) for Advances made thereby with respect to Mortgage Loans that are part of a Serviced
Loan Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to
such payment or reimbursement


 



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 of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right
to reimburse any such person pursuant to this clause (ii)(B) being limited to Net Liquidation Proceeds on or in respect of
the particular Mortgage Loan or REO Property respecting which such Advance was made, which Net Liquidation Proceeds were received
in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”,
(C) to the extent not reimbursed pursuant to Section 3.14 of this Agreement, for Advances and any related
Advance Interest Amounts (or portion thereof) that have been deemed to be Nonrecoverable Advances or are not recovered from
recoveries in respect of the related Mortgage Loan, Serviced Loan Combination or REO Property after a Final Recovery Determination
to the extent not recovered from the related Loan Combination Custodial Account and Advance Interest Amounts thereon, first,
out of the principal portion of general collections on the Mortgage Loans and REO Properties, and second, to the extent
the principal portion of general collections is insufficient and with respect to such excess only, subject to any election in
its sole discretion to defer reimbursement thereof pursuant to Section 3.27 of this Agreement, out of other collections
on the Mortgage Loans and REO Properties, and (D) for Workout-Delayed Reimbursement Amounts and Advance Interest Amounts
thereon, first, out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of
such amounts being reimbursed pursuant to clause (C) above, and second, upon a determination by the Master Servicer,
the Special Servicer or the Trustee, as applicable, that a Workout-Delayed Reimbursement Amount is a Nonrecoverable Advance,
in the same manner as Nonrecoverable Advances may be reimbursed (provided that with respect to each Mortgage Loan or REO
Property that relates to a Serviced Loan Combination, such Workout-Delayed Reimbursement Amounts and Advance Interest Amounts
thereon shall first be reimbursed pursuant to Section 3.06A(a)(ii) of this Agreement and, if not reimbursed pursuant
thereto, shall be paid from the Collection Account as provided in this clause (ii)(D));


 


(iii)     
to pay on or before each Master Servicer Remittance Date to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12
of this Agreement) and to the Special Servicer, as applicable, as compensation, the aggregate unpaid Servicing Fee with respect
to Mortgage Loans (to the extent not otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the
immediately preceding Interest Accrual Period, and Special Servicing Compensation (if any) in respect of the immediately preceding
Interest Accrual Period or Collection Period, as applicable, to be paid, in the case of the Servicing Fee, from interest received
on the related Mortgage Loan, and to pay from time to time to the Master Servicer in accordance with Section 3.07(b)
of this Agreement any interest or investment income earned on funds deposited in the Collection Account and, in the case of the
Special Servicing Fee, from general collections; provided, however, that in the case of any Mortgage Loan or REO
Mortgage Loan related to a Serviced Loan Combination or related REO Companion Loan, (A) Servicing Fees may be paid out of
the Collection Account pursuant to this clause (iii) only from the interest portion of Net Liquidation Proceeds on or in


 



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respect of such Mortgage Loan, REO Mortgage Loan or REO Companion Loan, as applicable, which Net Liquidation Proceeds were received
in connection with any of the events described in clauses (iii), (iv) and (vii) of the definition of “Liquidation Event”
and (B) Special Servicing Compensation shall first be paid out of the related Loan Combination Custodial Account pursuant
to Section 3.06A(a)(iii) of this Agreement and may be paid out of the Collection Account pursuant to this clause (iii)
only if and to the extent that such Special Servicing Compensation has not been paid out of the related Loan Combination Custodial
Account pursuant to Section 3.06A(a)(iii) of this Agreement;


 


(iv)     
in accordance with Section 2.03 of this Agreement, to reimburse itself, the Trustee or the Special Servicer, out of
general collections on the Mortgage Loans and related REO Properties (including with respect to the Outside Serviced Mortgage
Loans) for any unreimbursed expense reasonably incurred by such Person in respect of any Material Defect giving rise to a repurchase
or substitution obligation of the applicable Mortgage Loan Seller or any other obligation of the 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 in connection with such Material Defect or out of the enforcement
of the repurchase or substitution obligation or any other obligation of the applicable Mortgage Loan Seller under Section 6
of the applicable Mortgage Loan Purchase Agreement in connection with such Material Defect, together with interest thereon at
the Advance Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed, but only to
the extent that such expenses are not otherwise reimbursable, each such Person’s right to reimbursement pursuant to this
clause (iv) with respect to any Mortgage Loan being subject to the following: (a) if the Purchase Price is paid for
such Mortgage Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that
represents such expense in accordance with clause (f) of the definition of Purchase Price, 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 Material Defect claim, or payment of such Loss of Value Payment, as the
case may be;


 


(v)     
to pay out of general collections on the Mortgage Loans and related REO Properties, for costs and expenses incurred by the Trust
Fund with respect to the Mortgage Loans and related REO Properties pursuant to Sections 3.04 and 3.10(e) of
this Agreement and to pay Liquidation Expenses out of related Liquidation Proceeds pursuant to Section 3.11 of this
Agreement (provided that with respect to each Serviced Loan Combination, such expenses shall first be reimbursed pursuant
to Section 3.06A(a)(iv) of this Agreement to the extent related to such Serviced Loan Combination and if not reimbursed
pursuant thereto, shall be paid from the Collection Account as provided in this clause (v));


 






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(vi)     
to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06, to reimburse or pay the Master
Servicer, the Trustee, the Custodian, the Certificate Administrator, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, CREFC® or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses (other than Advance
Interest Amounts), unpaid Trustee/Certificate Administrator Fees, unpaid Servicing Fees (but only if the related Mortgage Loan
has been liquidated or a Final Recovery Determination has been made with respect thereto), unpaid Special Servicing Compensation,
unpaid Operating Advisor Fees, unpaid Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting
Fee is actually received from the related Mortgagor), unpaid Asset Representations Reviewer Ongoing Fees and any unpaid Asset
Representations Reviewer Asset Review Fee (to the extent such fee is payable by the Trust), unpaid CREFC® Intellectual
Property Royalty License Fees and other unpaid items incurred by or owing to such Person pursuant to Section 2.03(h)(vi),
Section 2.03(j)(viii), the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, Section 3.12(c), Section 3.16(a), Section 3.29(k), Section 6.03,
Section 7.04, Section 8.05(a), Section 8.05(b), Section 8.05(d), Section 11.02(a),
Section 11.02(b) or Section 12.07 of this Agreement, or any other provision of this Agreement pursuant
to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to the extent expressly reimbursable
under such Section , it being acknowledged that this clause (vi) shall not be deemed to modify the substance of any
such Section , including the provisions of such Section that set forth the extent to which one of the foregoing Persons
is or is not entitled to payment or reimbursement (provided that with respect to each Mortgage Loan that is part of a Serviced
Loan Combination, such expenses shall first be reimbursed pursuant to Section 3.06A(a)(v) of this Agreement to the
extent related to such Serviced Loan Combination and, if not reimbursed pursuant thereto, shall be paid from the Collection Account
as provided in this clause (vi), and provided, further, that fees and compensation to any party with respect
to any Serviced Companion Loan (or a successor REO Companion Loan) shall not be payable from the Collection Account pursuant to
this clause (vi));


 


(vii)     to transfer to the Certificate Administrator for deposit in one or more separate, non-interest bearing accounts any amount
reasonably determined by the Certificate Administrator to be necessary to pay any applicable federal, state or local taxes imposed
on any Trust REMIC under the circumstances and to the extent described in Section 4.05 of this Agreement;


 


(viii)    to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in the Collection Account as
are contemplated by Section 3.14 of this Agreement;


 


(ix)     
 to make such payments and reimbursements as contemplated by Section 3.06(c) of this Agreement out of funds transferred
to the Collection Account from the Loss of Value Reserve Fund pursuant to Section 3.06(c) of the Agreement;


 






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(x)       
to withdraw any amount deposited into the Collection Account that was not required to be deposited therein; or


 


(xi)      
to clear and terminate the Collection Account pursuant to Section 9.01 of this Agreement.


 


If
and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant to any clause
of the prior paragraph above for any cost, expense, indemnity, fee or Property Advance or Advance Interest Amount thereon with
respect to a Loan Combination that represents the related Serviced Companion Loan’s allocable share of such cost, expense,
indemnity, fee, or Property Advance or Advance Interest Amount thereon (taking into account the subordinate nature of any related
Subordinate Companion Loan(s)), the Master Servicer (with respect to Performing Serviced Loans) and the Special Servicer (with
respect to Specially Serviced Loans) shall use efforts consistent with the Servicing Standard to collect such amounts out of collections
on such Serviced Companion Loan (or, if and to the extent permitted under the related Co-Lender Agreement, from the related
Serviced Companion Loan Holder) and deposit all such amounts (collectively, with respect to such Serviced Companion Loan, the
“Trust Reimbursement Amount No.1”) collected from or on behalf of the related Serviced Companion Loan Holder
into the Collection Account.


 


The
Master Servicer shall also be entitled to make withdrawals from time to time, from the Collection Account of amounts necessary
for the payments or reimbursement of amounts required to be paid to the parties to, and/or the securitization trust created under,
the applicable Outside Servicing Agreement by the holder of each Outside Serviced Mortgage Loan pursuant to each Outside Serviced
Co-Lender Agreement. In the absence of manifest error, the Master Servicer may conclusively rely on the request for payments
contemplated by the preceding sentence.


 


The
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan basis, for the purpose
of justifying any withdrawal from the Collection Account pursuant to subclauses (i)-(ix) of the third preceding paragraph.


 


The
Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer),
the Operating Advisor, the Asset Representations Reviewer, the Trustee and the Certificate Administrator, as applicable, from
the applicable Collection Account, amounts permitted to be paid thereto from such account promptly upon receipt of a written statement
of an officer of the Special Servicer, an officer of the Operating Advisor, an officer of the Asset Representations Reviewer or
a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, describing the item and amount to which
the Special Servicer (or such third party contractor), the Operating Advisor, the Asset Representations Reviewer, the Trustee
or the Certificate Administrator, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator, as the case may be, is clearly required
pursuant to this Agreement, in which case a written statement is not required). The Master Servicer may rely conclusively on any
such written statement and shall have no duty to recalculate the amounts stated therein. The parties seeking payment pursuant
to this Section shall each keep and maintain a


 



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 separate accounting for the purpose of justifying any request for withdrawal from
each Collection Account, on a loan-by-loan basis.


 


With
respect to each Outside Serviced Mortgage Loan, the Master Servicer shall pay to, subject to Section 3.01(j)(i) and
(j)(ii), the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator
or the related Outside Trustee, as applicable, from the Collection Account on the Master Servicer Remittance Date amounts permitted
to be paid to the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator
or the related Outside Trustee, as applicable, therefrom based upon an Officer’s Certificate received from the related Outside
Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or the related Outside Trustee,
as applicable, on the first Business Day following the immediately preceding Determination Date, describing the item and amount
to which the related Outside Servicer, the related Outside Special Servicer, the related Outside Certificate Administrator or
the related Outside Trustee, as applicable, is entitled. The Master Servicer may rely conclusively on any such certificate and
shall have no duty to re-calculate the amounts stated therein.


 


The
Trustee, the Custodian, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Depositor,
CREFC®, the Special Servicer and the Master Servicer shall in all cases have a right prior to the Certificateholders
to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of the Servicing Fees (including
investment income), Trustee/Certificate Administrator Fees, Special Servicing Compensation, Advances, Advance Interest Amounts,
Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually
received from the related Mortgagor(s)), Asset Representations Reviewer Ongoing Fee, Asset Representations Reviewer Asset Review
Fee (only to the extent such fee is payable by the Trust), CREFC® Intellectual Property Royalty License Fees and
(for each of such Persons other than CREFC®) their respective expenses hereunder (including without limitation
Additional Trust Fund Expenses) to the extent such fees, indemnity amounts and expenses are to be reimbursed or paid from amounts
on deposit in the Collection Account pursuant to this Agreement (and to have such amounts paid directly to third party contractors
for any invoices submitted to the Trustee, the Master Servicer or the Special Servicer, as applicable).


 


(b)     
The Certificate Administrator shall, upon receipt, deposit in each of the Lower-Tier REMIC Distribution Account, the Excess
Interest Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account any and all amounts
received by the Certificate Administrator in accordance with Section 3.06(a)(i) of this Agreement and required to
be deposited therein. If, as of 3:00 p.m., New York City time, on any Master Servicer Remittance Date or on such other date
as any amount referred to in the preceding sentence is required to be delivered hereunder, the Master Servicer shall not
have delivered to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account, the Excess Interest
Distribution Account, the Interest Reserve Account and the Excess Liquidation Proceeds Reserve Account the amounts required to
be deposited therein pursuant to the provisions of this Agreement (including, without limitation, Section 3.06(a)(i)
of this Agreement), then the Certificate Administrator shall, to the extent that a Responsible Officer of the Certificate Administrator
has such knowledge, provide notice of such failure to the Master Servicer by facsimile transmission


 



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 sent to telecopy number 866-706-3565
(or such alternative number provided by the Master Servicer to the Certificate Administrator in writing) and by electronic mail
at NoticeAdmin@midlandls.com (or such alternative electronic mail address provided by the Master Servicer to the Certificate Administrator
in writing) as soon as possible, but in any event before 5:00 p.m., New York City time, on such day; provided, however,
that the Master Servicer will pay the Certificate Administrator interest on such late payment at the Prime Rate until such late
payment is received by the Certificate Administrator.


 


(c)      
If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related
REO Property, then upon direction from the Master Servicer (provided that, with respect to clause (v) below, the Certificate
Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of
such final Distribution Date), the Special Servicer shall transfer such Loss of Value Payments (up to the remaining portion thereof)
from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account (or, in the case of clause (v)
below, to the applicable Mortgage Loan Sellers), for the following purposes:


 


(i)       
to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this
Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related REO Property (together
with any related Advance Interest Amounts);


 


(ii)      
(A) to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment
of, any expense relating to such Mortgage Loan or any related REO Property that constitutes or, if not paid out of such Loss of
Value Payments, would constitute an Additional Trust Fund Expense, and (B) to pay, in accordance with Section 3.06(a)
of this Agreement, any unpaid Liquidation Fee due and owing to the Special Servicer in connection with the receipt of such
Loss of Value Payments;


 


(iii)     
to offset any portion of Realized Losses that are attributable to such Mortgage Loan or related REO Property (as calculated without
regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan (or any related successor
REO Mortgage Loan with respect thereto);


 


(iv)     
following the occurrence of a Liquidation Event with respect to such Mortgage Loan or any related REO Property and any related
transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii)
above as to such Mortgage Loan, to cover the items contemplated by the immediately preceding clauses (i), (ii)(A)
and (iii) in respect of the remaining Mortgage Pool; and


 


(v)       on the final Distribution Date after all distributions have been made as set forth in clauses (i) through (iv)
above, to each Mortgage Loan Seller, its pro rata share, based on the amount that it contributed, net of any amount
contributed


 



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 by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Realized
Losses that are attributable to the Mortgage Loan or any related REO Property for which the contribution was made, Additional
Trust Fund Expenses or any Nonrecoverable Advances incurred with respect to the Mortgage Loan or any related REO Property for
which the contribution was made.


 


Any
Loss of Value Payments transferred to the Collection Account pursuant to clauses (i) - (iii) of the prior paragraph shall
be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan (or any successor REO Mortgage
Loan with respect thereto) for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to
the Collection Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by
the Trust in respect of the Mortgage Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred to
the Collection Account to cover an item contemplated by clauses (i), (ii)(A) and (iii) of the prior
paragraph.


 


Section
3.06A. Permitted Withdrawals From the Loan Combination Custodial Account.


 


(a)      
The Master Servicer may make withdrawals from the Loan Combination Custodial Account for each Serviced Loan Combination only as
described below (the order set forth below not constituting an order of priority for such withdrawals), subject to the application
of Penalty Charges and Modification Fees in accordance with the related Co-Lender Agreement and Section 3.14 of this
Agreement:


 


(i)       (A) after the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date,
in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any
REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before the
Distribution Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar
month), to transfer to the Collection Account all amounts on deposit in the Loan Combination Custodial Account payable to the
Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan), including any applicable Trust Reimbursement Amount, and (B) on or prior to the related Serviced Loan Combination Remittance
Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account
for any REO Property related to such Serviced Loan Combination, if such funds are received after the Determination Date and before
the Distribution Date in any calendar month), to remit to the related Serviced Companion Loan Holder all amounts on deposit in
the Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant to the related Co-Lender Agreement
with respect to the related Serviced Companion Loan (or any successor REO Companion Loan), exclusive of any applicable Trust Reimbursement
Amount;


 


(ii)     
to pay or reimburse the Master Servicer, the Special Servicer or the Trustee, for Advances made thereby with respect to such Serviced
Loan


 



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 Combination and any related Advance Interest Amounts (provided that the Trustee shall have priority with respect to such
payment or reimbursement of any such Advances and any related Advance Interest Amounts), the Master Servicer’s right to
reimburse any such Person pursuant to this clause (ii) being limited to late collections (including cure payments by related
Serviced Companion Loan Holders) of the particular item which was the subject of the related Advance, Penalty Charges, Net Condemnation
Proceeds, Net REO Proceeds, Net Insurance Proceeds and Net Liquidation Proceeds on or in respect of the particular Serviced Loan
Combination or any related REO Property; provided, however, that if such Advance has become a Workout-Delayed Reimbursement
Amount (but not a Nonrecoverable Advance), then neither such Workout-Delayed Reimbursement Amount nor any related Advance
Interest Amounts shall be reimbursed or paid, as the case may be, out of payments or other collections of interest (other than
Penalty Charges) or Yield Maintenance Charges on or in respect of the related Mortgage Loan (or any successor REO Mortgage Loan)
or the related Serviced Companion Loan (or any successor REO Companion Loan); and provided, further, that if such Advance
is a P&I Advance with respect to the related Mortgage Loan (or a successor REO Mortgage Loan), then neither such Advance nor
any related Advance Interest Amounts shall be reimbursed or paid, as the case may be, out of, or otherwise result in a reduction
of, amounts otherwise payable to the related Serviced Companion Loan Holder(s) with respect to the related Serviced Companion
Loan(s) (or any successor REO Companion Loan(s)), except that in the case of a Serviced AB Loan Combination, reimbursements or
payments, as the case may be, of Advances or any related Advance Interest Amounts shall be made taking into account the subordinate
nature of the related Subordinate Companion Loan(s) to the extent set forth in, and in accordance with, the related Co-Lender
Agreement;


 


(iii)     
to pay on or before each Master Servicer Remittance Date (A) to the Master Servicer (who shall pay the holder of the Excess Servicing
Fee Rights the portion of the Servicing Fee that represents Excess Servicing Fees in accordance with Section 3.12 of this
Agreement) as compensation, the aggregate unpaid Servicing Fee with respect to such Serviced Loan Combination (to the extent not
otherwise required to be applied against Prepayment Interest Shortfalls) in respect of the immediately preceding Interest Accrual
Period, to be paid from interest received on the related Mortgage Loan or Serviced Companion Loan, as applicable, and to pay from
time to time to the Master Servicer in accordance with Section 3.07(b) any interest or investment income earned on
funds deposited in such Loan Combination Custodial Account and (B) to the Special Servicer as compensation, any Special Servicing
Compensation payable with respect to such Serviced Loan Combination; provided, however, that no Servicing Fees or Special Servicing
Compensation earned with respect to the related Mortgage Loan (or a successor REO Mortgage Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related
Serviced Companion Loan (or any successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such
payments shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s) to the extent set
forth in, and


 



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 in accordance with, the related Co-Lender Agreement), and no Servicing Fees or Special Servicing Compensation
earned with respect to the related Serviced Companion Loan (or any successor REO Companion Loan) shall be payable out of, or otherwise
result in a reduction of, amounts otherwise payable to the Trust with respect to the related Mortgage Loan (or a successor REO
Mortgage Loan) (it being acknowledged and agreed that this proviso is in no way intended to limit the rights of the Master Servicer
or Special Servicer under the related Co-Lender Agreement to seek payment of any unpaid Servicing Fees or Special Servicing
Compensation, as applicable, with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder);


 


(iv)     
to pay for costs and expenses incurred by the Trust Fund solely with respect to such Serviced Loan Combination and related REO
Property pursuant to Section 3.10(e) and to pay Liquidation Expenses out of Liquidation Proceeds pursuant to Section 3.11;


 


(v)       to the extent not reimbursed or paid pursuant to any other clause of this Section 3.06A, to reimburse or pay the Master
Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer
or the Depositor, as applicable, for unpaid Additional Trust Fund Expenses, Servicing Fees and other unpaid items incurred by
or owing to such Person pursuant to the second sentence of Section 3.07(c), Section 3.08(a), Section 3.08(b),
Section 3.10, the second sentence of Section 3.12(a), the third sentence of Section 3.12(c), Section 3.16(a),
Section 3.29, Section 6.03, Section 7.04, Section 8.05(a), Section 8.05(b),
Section 8.05(d), Section 11.02(a), Section 11.02(b) or Section 12.07, or any other provision of
this Agreement pursuant to which such Person is entitled to reimbursement or payment from the Trust Fund, in each case only to
the extent expressly reimbursable under such Section and to the extent related to such Serviced Loan Combination and not
related to amounts which are solely expenses of the Trust Fund (such as expenses related to administration of the Trust Fund or
REMIC taxes, penalties or interest or preservation of the REMIC status of each Trust REMIC), it being acknowledged that this clause (v)
shall not be deemed to modify the substance of any such Section , including the provisions of such Section that set
forth the extent to which one of the foregoing Persons is or is not entitled to payment or reimbursement; provided, however, that
no payment or reimbursement to the Operating Advisor, the Asset Representations Reviewer or the Certificate Administrator or payment
or reimbursement of costs and expenses associated with obtaining a Rating Agency Confirmation, shall be made out of, or otherwise
result in a reduction of, amounts otherwise payable to the related Serviced Companion Loan Holder with respect to the related
Serviced Companion Loan (or successor REO Companion Loan) (provided that, in the case of a Serviced AB Loan Combination, such
payments or reimbursements shall be made taking into account the subordinate nature of the related Subordinate Companion Loan(s)
to the extent set forth in, and in accordance with, the related Co-Lender Agreement), and no payment or reimbursement of costs
and expenses associated with obtaining a Companion Loan Rating Agency Confirmation shall be made out of, or otherwise result in
a reduction of, amounts


 



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 otherwise payable to the Trust with respect to the related Mortgage Loan (or any successor REO Mortgage
Loan);


 


(vi)     
to make such payments and reimbursements out of Penalty Charges and Modification Fees on deposit in such Loan Combination Custodial
Account as are contemplated by the related Co-Lender Agreement and Section 3.14 of this Agreement;


 


(vii)     to withdraw any amount deposited into such Loan Combination Custodial Account that was not required to be deposited therein;


 


(viii)    if the related Serviced Companion Loan (or any successor REO Companion Loan with respect thereto) is part of an Other Securitization
Trust, to the extent required by the related Co-Lender Agreement, to reimburse the applicable party to the related Other Pooling
and Servicing Agreement for any advances of delinquent monthly debt service payments made thereby with respect to such Serviced
Companion Loan (or REO Companion Loan), together with interest thereon, provided that such reimbursement, together with interest,
shall be made solely out of payments and other collections on such Serviced Companion Loan (or REO Companion Loan); or


 


(ix)      
to clear and terminate such Loan Combination Custodial Account pursuant to Section 9.01 of this Agreement.


 


The
Master Servicer shall keep and maintain separate accounting, on a Mortgage Loan-by-Mortgage Loan and Companion Loan-by-Companion
Loan basis, for the purpose of justifying any withdrawal from each Loan Combination Custodial Account pursuant to subclauses (i)
- (ix) above. If and to the extent that the Master Servicer has reimbursed or made payment to itself or any other Person pursuant
to any clause of the prior paragraph above for any cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon
with respect to a Serviced Loan Combination out of monies allocable to the related Mortgage Loan (or any successor REO Mortgage
Loan) to an extent that the Trust as holder of the related Mortgage Loan has borne some or all of the related Serviced Companion
Loan’s allocable share of such cost, expense, indemnity, or Property Advance or Advance Interest Amount thereon (taking
into account the subordinate nature of any related Subordinate Companion Loan(s) to the extent set forth in, and in accordance
with, the related Co-Lender Agreement), the Master Servicer shall use efforts consistent with the Servicing Standard to collect
such amounts disproportionately borne by the Trust out of collections on such Serviced Companion Loan (or, if and to the extent
permitted under the related Co-Lender Agreement, from the related Serviced Companion Loan Holder) and deposit all such amounts
(collectively, with respect to such Serviced Companion Loan, the “Trust Reimbursement Amount No.2” and, together
with Trust Reimbursement Amount No.1, the “Trust Reimbursement Amount”) collected from or on behalf of the
related Serviced Companion Loan Holder into the Collection Account.


 


The
Master Servicer shall pay to each of the Special Servicer (or to third party contractors at the direction of the Special Servicer),
the Operating Advisor, the Trustee, the Certificate Administrator and an advancing party under any Other Pooling and Servicing


 



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Agreement, as applicable, from the applicable Loan Combination Custodial Account, amounts permitted to be paid thereto from such
account promptly upon receipt of a written statement of an officer of the Special Servicer, an officer of the Operating Advisor,
a Responsible Officer of the Trustee or the Certificate Administrator or an officer of such advancing party under such Other Pooling
and Servicing Agreement, as the case may be, describing the item and amount to which the Special Servicer (or such third party
contractor), the Operating Advisor, the Trustee, the Certificate Administrator or such advancing party under such Other Pooling
and Servicing Agreement, as the case may be, is entitled (unless such payment to the Special Servicer, the Operating Advisor,
the Trustee or the Certificate Administrator, as the case may be, is clearly required pursuant to this Agreement, in which case
a written statement is not required). The Master Servicer may rely conclusively on any such written statement and shall have no
duty to re-calculate the amounts stated therein. The parties seeking payment pursuant to this Section shall each keep and
maintain separate accounting for the purpose of justifying any request for withdrawal from each Loan Combination Custodial Account,
on a loan-by-loan basis.


 


The
Trustee, the Depositor, the Operating Advisor, the Certificate Administrator, the Special Servicer and the Master Servicer shall
in all cases have a right prior to the Certificateholders to any funds on deposit in a Loan Combination Custodial Account from
time to time for the reimbursement or payment of the Servicing Fees (including investment income), or Special Servicing Compensation,
Advances, Advance Interest Amounts and their respective indemnity amounts or expenses hereunder to the extent such fees, indemnity
amounts and expenses are to be reimbursed or paid from amounts on deposit in such Loan Combination Custodial Account pursuant
to this Agreement and the related Co-Lender Agreement (and to have such amounts paid directly to third party contractors for
any invoices approved by the Trustee, the Depositor, the Certificate Administrator, the Master Servicer or the Special Servicer,
as applicable); provided, however, for the avoidance of doubt, neither the Trustee/Certificate Administrator Fees
nor the Operating Advisor Fee shall be paid from funds on deposit in a Loan Combination Custodial Account.


 


After
the Determination Date, and on or prior to the Business Day immediately preceding the Master Servicer Remittance Date, in each
calendar month (and also on the Business Day immediately following the receipt of any funds from the REO Account for any REO Property
related to the applicable Serviced Loan Combination, if such funds are received after the Determination Date and before the Distribution
Date in any calendar month and were not available for any earlier transfer to the Collection Account in such calendar month),
the Master Servicer shall remit for deposit in the Collection Account all amounts on deposit in a Loan Combination Custodial Account
payable to the Trust pursuant to the related Co-Lender Agreement with respect to the related Mortgage Loan (or any successor
REO Mortgage Loan), including any applicable Trust Reimbursement Amount; and on or prior to the related Serviced Loan Combination
Remittance Date in each calendar month (and also on the Business Day immediately following the receipt of any funds from the REO
Account for any REO Property related to the applicable Serviced Loan Combination, if such funds are received after the Determination
Date and before the Distribution Date in any calendar month), the Master Servicer shall remit to the related Serviced Companion
Loan Holder all amounts on deposit in a Loan Combination Custodial Account payable to such Serviced Companion Loan Holder pursuant
to the related Co-Lender Agreement with respect to the related Serviced Companion Loan (or any successor REO Companion Loan),
exclusive of any applicable Trust Reimbursement Amount, in each case, prior


 



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 to the required remittance from the Collection Account
to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance
Date.


 


(b)     
Notwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan, the Master Servicer shall
withdraw from the related Loan Combination Custodial Account and remit to the related Serviced Companion Loan Holder, within one
(1) Business Day of receipt of properly identified funds, any amounts that represent late collections or Principal Prepayments
received by the Master Servicer from the related Mortgagor that are allocable to such Serviced Companion Loan or any successor
REO Companion Loan with respect thereto (exclusive of any portion of such amount paid or reimbursed to any third party in accordance
with the related Co-Lender Agreement) unless such amount would otherwise be included in the monthly remittance to the related
Serviced Companion Loan Holder for such month pursuant to Section 3.06A(a); provided, however, that
to the extent any such amounts are received after 3:00 p.m. Eastern time on any given Business Day, the Master Servicer shall
use commercially reasonable efforts to remit such amounts to the related Serviced Companion Loan Holder within one (1) Business
Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two (2) Business
Days of receipt of properly identified funds.


 


Section 3.07      
Investment of Funds in the Collection Account, the REO Account, the Mortgagor Accounts, and Other Accounts.


 


(a)      
The Master Servicer, or with respect to any REO Account and any Loss of Value Reserve Fund, the Special Servicer, may direct any
depository institution maintaining the Collection Account, any Loan Combination Custodial Account, any Mortgagor Account (subject
to the second succeeding sentence), any REO Account or any Loss of Value Reserve Fund (each of the Collection Account, any Loan
Combination Custodial Account, any REO Account, any Loss of Value Reserve Fund and any Mortgagor Account, for purposes of this
Section 3.07, an “Investment Account”), to invest the funds in such Investment Account in one or
more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than
the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to
this Agreement. Any direction by the Master Servicer or the Special Servicer to invest funds on deposit in an Investment Account
shall be in writing and shall certify that the requested investment is a Permitted Investment which matures at or prior to the
time required hereby or is payable on demand. In the case of any Escrow Account or Lock-Box Account (the “Mortgagor
Accounts”), the Master Servicer shall act upon the written request of the related Mortgagor or Manager to the extent
the Master Servicer is required to do so under the terms of the respective Mortgage Loan (or Serviced Loan Combination) or related
documents, provided that in the absence of appropriate written instructions from the related Mortgagor or Manager meeting
the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct
the investment of funds in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless
payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee or a nominee of the
Trustee (in each case for the benefit of the Certificateholders).The Trustee


 



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 (for the benefit of the Certificateholders) shall
have sole control (except with respect to investment direction, which shall be in the control of the Master Servicer (with respect
to the Collection Account, any Loan Combination Custodial Account or any Mortgagor Account) or the Special Servicer (with respect
to any REO Accounts and any Loss of Value Reserve Fund), as applicable, as an independent contractor to the Trust Fund) over each
such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Trustee
or its nominee (which shall initially be the Master Servicer or the Special Servicer, as applicable), together with any document
of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee (for the benefit of the Certificateholders).
Neither the Trustee nor the Certificate Administrator shall have any responsibility or liability with respect to the investment
directions of the Master Servicer or the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether
from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment
direction of the Special Servicer, any Mortgagor or Manager or any losses resulting therefrom, whether from Permitted Investments
or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment direction of the Master
Servicer, any Mortgagor or any property manager or any losses resulting therefrom, whether from Permitted Investments or otherwise.
In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand,
the Master Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund), shall: (x) consistent
with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted Investment
may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and (2) the
amount required to be withdrawn on such date; and (y) demand payment of all amounts due thereunder promptly upon determination
by the Master Servicer (or the Special Servicer in the case of REO Accounts and any Loss of Value Reserve Fund) that such
Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related Investment
Account. Amounts on deposit in the Distribution Account, the Excess Interest Distribution Account, the Excess Liquidation Proceeds
Reserve Account and the Interest Reserve Account (each, a “Certificate Administrator Account”) shall remain
uninvested.


 


(b)     
All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master
Servicer, except with respect to the investment of funds deposited in (i) any Mortgagor Account to the extent required under
the Mortgage Loan (or Serviced Loan Combination) or applicable law to be for the benefit of the related Mortgagor or (ii) any
REO Account and any Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer, and if held in the Collection
Account, a Loan Combination Custodial Account or an REO Account, shall be subject to withdrawal by the Master Servicer or the
Special Servicer, as applicable, in accordance with Section 3.06, Section 3.06A or Section 3.16(b)
of this Agreement, as applicable. The Master Servicer (or with respect to any REO Account and any Loss of Value Reserve Fund,
the Special Servicer) shall deposit from its own funds into any applicable Investment Account, the amount of any loss incurred
in respect of any such Permitted Investment immediately upon realization of such loss (except with respect to losses incurred
as a result of the related Mortgagor or Manager exercising its power under the related Loan


 



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 Documents to direct such investment
in such Mortgagor Account); provided, however, that the Master Servicer or Special Servicer, as applicable, may
reduce the amount of such payment to the extent it forgoes any investment income in such Investment Account otherwise payable
to it. The Master Servicer shall also deposit from its own funds in any Mortgagor Account the amount of any loss incurred in respect
of Permitted Investments, except to the extent that amounts are invested for the benefit of the Mortgagor under the terms of the
Mortgage Loan (or Serviced Loan Combination) or applicable law. Notwithstanding the foregoing, neither the Master Servicer nor
the Special Servicer (in their respective capacities as Master Servicer and Special Servicer, respectively) shall be required
to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency
of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such
depository institution or trust company is not the Person or an Affiliate of the Person maintaining such account hereunder and
satisfied the qualifications set forth in the definition of Eligible Account both (1) at the time such investment was made
and (2) as of the date that is 30 days prior to the insolvency.


 


(c)      
Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted
Investment, or if a default occurs in any other performance required under any Permitted Investment, the Trustee may, and upon
the request of Holders of Certificates representing greater than 50% of the Percentage Interests of any Class shall, take
such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate
proceedings. In the event the Trustee takes any such action, the Trust Fund shall pay or reimburse the Trustee for all reasonable
out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith. In the event
that the Trustee does not take any such action, the Master Servicer may, but is not obligated to, take such action at its own
cost and expense.


 


Section 3.08      
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage.


 


(a)      The Master Servicer on behalf of the Trustee, as mortgagee of record, shall use efforts consistent with the Servicing Standard
to cause the related Mortgagor to maintain, to the extent required by each Mortgage Loan (other than an Outside Serviced Mortgage
Loan) and each Serviced Companion Loan (except to the extent that the failure to maintain such insurance coverage is an Acceptable
Insurance Default), and if the Mortgagor does not so maintain, shall itself maintain (subject to the provisions of this Agreement
concerning Nonrecoverable Advances and to the extent the Trustee as mortgagee of record has an insurable interest and to the extent
available at commercially reasonable rates), (i) fire and hazard insurance (and windstorm insurance, if applicable) with
extended coverage on the related Mortgaged Property in an amount which is at least equal to the lesser of (a) one hundred
percent (100%) of the then “full replacement cost” of the improvements and equipment (excluding foundations, footings
and excavation costs), without deduction for physical depreciation, and (b) the outstanding principal balance of the related
Mortgage Loan and the related Serviced Companion Loan(s) or such greater amount as is necessary to prevent any reduction in such
policy by reason of the


 



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 application of co-insurance provisions and to prevent the Trustee thereunder from being deemed to
be a co-insurer and provided such policy shall include a “replacement cost” rider, (ii) insurance providing
coverage against 18 months (or such longer period or with such extended period endorsement as provided in the related Mortgage
or other Loan Document) of rent interruptions and (iii) such other insurance as is required in the related Mortgage Loan
and the related Serviced Companion Loan; provided that, if the Loan Documents with respect to any CREFI Mortgage Loan permit
the related Mortgagor to maintain, with the lender’s consent or agreement, any insurance policy that (A) has coverages,
deductibles and/or other related provisions other than those specified in the related Loan Documents or (B) is provided by an
insurer that does not meet the credit ratings requirements set forth in the related Loan Documents (any such insurance policy,
a “Non-Conforming Policy”), the Master Servicer shall not consent or agree to such Non-Conforming Policy
unless the Master Servicer has received a Rating Agency Confirmation with respect to such Non-Conforming Policy. Subject to
Section 3.16 of this Agreement, the Special Servicer in accordance with the Servicing Standard and to the extent available
at commercially reasonable rates (as determined by the Special Servicer in accordance with the Servicing Standard), shall cause
to be maintained for each REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) no less insurance
coverage than was previously required of the Mortgagor under the related Loan Documents (except to the extent that the failure
to maintain such insurance coverage is an Acceptable Insurance Default); provided that to the extent the Loan Documents
require the related Mortgagor to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified
Insurer”, the Master Servicer may, without a Rating Agency Confirmation or the approval of the Special Servicer, to
the extent consistent with the Servicing Standard, permit the related Mortgagor to maintain insurance with an insurer that does
not meet the requirements of the Loan Documents so long as the related Mortgagor maintains insurance with an insurer rated at
least as indicated in the definition of “Qualified Insurer”. All insurance for an REO Property shall be from
a Qualified Insurer, if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider
that is rated the next highest available rating who is offering such insurance at commercially reasonable rates. Any amounts collected
by the Master Servicer or the Special Servicer under any such policies (other than amounts required to be applied to the restoration
or repair of the related Mortgaged Property or amounts to be released to the Mortgagor in accordance with the terms of the related
Loan Documents) shall be deposited into the Collection Account pursuant to Section 3.05 of this Agreement or
the Loan Combination Custodial Account pursuant to Section 3.05A of this Agreement, as applicable, subject to withdrawal
pursuant to Section 3.05, Section 3.05A, Section 3.06 or Section 3.06A of this
Agreement. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for the
purpose of calculating distributions to Certificateholders, be added to the unpaid principal balance of the related Mortgage Loan,
notwithstanding that the terms of such Mortgage Loan so permit. It is understood and agreed that no other additional insurance
other than flood insurance or earthquake insurance subject to the conditions set forth below is to be required of any Mortgagor
or to be maintained by the Master Servicer other than pursuant to the terms of the related Loan Documents and pursuant to such
applicable laws and regulations as shall at any time be in force and as shall require such additional insurance. If the related


 



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Mortgaged Property (other than an REO Property and other than with respect to an Outside Serviced Mortgage Loan) is located in
a federally designated special flood hazard area, the Master Servicer will use efforts consistent with the Servicing Standard
to cause the related Mortgagor to maintain, to the extent required by each Serviced Loan, and if the related Mortgagor does not
so maintain, shall itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain
flood insurance in respect thereof. Such flood insurance shall be in an amount equal to the lesser of (i) the unpaid principal
balance of the related Mortgage Loan and the related Serviced Companion Loan(s) and (ii) the maximum amount of such insurance
required by the terms of the related Mortgage Loan or Serviced Loan Combination and as is available for the related property under
the national flood insurance program (assuming that the area in which such property is located is participating in such program).
If a Mortgaged Property (other than an REO Property) is related to a Serviced Loan pursuant to which earthquake insurance is required
to be maintained pursuant to the terms of the Mortgage Loan or Serviced Loan Combination, the Master Servicer shall use efforts
consistent with the Servicing Standard to cause the related Mortgagor to maintain, and if the related Mortgagor does not so maintain
will itself obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances and for so long as such insurance
continues to be available at commercially reasonable rates) and maintain earthquake insurance in respect thereof, in the amount
required by the Mortgage Loan or Serviced Loan Combination or, if not specified, in-place at origination. If an REO Property
(other than an REO Property related to the Outside Serviced Mortgage Loan) (i) is located in a federally designated special
flood hazard area or (ii) is related to a Serviced Loan with respect to which earthquake insurance would be appropriate in
accordance with the Servicing Standard and such insurance is available at commercially reasonable rates, the Special Servicer
will obtain (subject to the provisions of this Agreement concerning Nonrecoverable Advances) and maintain flood insurance and/or
earthquake insurance in respect thereof providing the same coverage as described in this Section 3.08(a). Out-of-pocket
expenses incurred by the Master Servicer or Special Servicer in maintaining insurance policies pursuant to this Section 3.08
shall be advanced by the Master Servicer as a Property Advance and shall be reimbursable to the Master Servicer with interest
at the Advance Rate. The Master Servicer (or the Special Servicer, with respect to REO Properties) agrees to prepare and present,
on behalf of itself, the Trustee and the Certificateholders and the Serviced Companion Loan Holders, claims under each related
insurance policy maintained by it pursuant to this Section 3.08(a) in a timely fashion in accordance with the terms
of such policy and to take such reasonable steps as are necessary to receive payment or to permit recovery thereunder. All insurance
policies required to be maintained by the Master Servicer or Special Servicer hereunder shall name the Trustee or the Master Servicer
or the Special Servicer, on behalf of the Trustee as the mortgagee, as loss payee, and shall be issued by Qualified Insurers,
if available from a Qualified Insurer, and if not available from a Qualified Insurer, from an insurance provider that is rated
the next highest available rating who is offering such insurance at commercially reasonable rates. Notwithstanding the foregoing:
(A) the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged
Property and the Special Servicer shall not be required to maintain any earthquake or environmental insurance policy on any REO
Property, in each case unless such insurance is required to be maintained under the related Loan


 



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 Documents and is available at
commercially reasonable rates; provided, however, that neither the Master Servicer nor the Special Servicer shall
have any obligation to maintain such earthquake or environmental insurance policy required under the related Loan Documents if
the originator of the Serviced Mortgage Loan or Serviced Loan Combination waived compliance with such insurance requirements (and
if the applicable Master Servicer does not cause the Mortgagor to maintain or does not itself maintain such earthquake or environmental
insurance policy on any Mortgaged Property, the Special Servicer shall have the right, but not the duty, to obtain, at the Trust’s
expense, earthquake or environmental insurance on any Mortgaged Property securing a Specially Serviced Loan or an REO Property
so long as such insurance is available at commercially reasonable rates); (B) with respect to the Master Servicer’s
obligation to cause the related Mortgagor to maintain such insurance, the Master Servicer shall have no obligation beyond using
its efforts consistent with the Servicing Standard to cause any Mortgagor to maintain the insurance required to be maintained
or that the lender is entitled to reasonably require, subject to applicable law, under the related Loan Documents; and (C) in
making determinations as to the availability of insurance at commercially reasonable rates or otherwise, the Master Servicer or
the Special Servicer, as applicable, shall, to the extent consistent with the Servicing Standard, be entitled to rely, at its
own expense, on insurance consultants in making such determination and any such determinations by the Master Servicer or the Special
Servicer, as applicable, need not be made more frequently than annually but in any event shall be made at the approximate date
on which the Master Servicer or the Special Servicer, as applicable, receives notice of the renewal, replacement or cancellation
of coverage.


 


Notwithstanding
the foregoing, the Master Servicer or Special Servicer, as applicable, will not be required to maintain, and shall not cause a
Mortgagor to be in default with respect to the failure of the related Mortgagor to obtain, all risk casualty insurance which does
not contain any carve out for terrorist or similar acts, if, and only if, the Special Servicer has determined in accordance with
the Servicing Standard that the failure to maintain such insurance is an Acceptable Insurance Default; provided that, during
the period that the Special Servicer is evaluating such insurance hereunder, the Master Servicer shall not be liable for any loss
related to its failure to require the Mortgagor to maintain terrorism insurance and shall not be in default of its obligations
hereunder as a result of such failure. The Special Servicer shall promptly notify the Master Servicer of each determination under
this paragraph.


 


(b)     
(i) If the Master Servicer or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and
hazard losses on all of the Mortgaged Properties (other than REO Properties and other than Mortgaged Properties that secure the
Outside Serviced Mortgage Loans) as to which the related Mortgagor has not maintained insurance required by the related Mortgage
Loan or, if applicable, related Serviced Loan Combination (other than any Mortgagor that is required under the related Loan Documents
to maintain insurance with an insurer rated better than as indicated in the definition of “Qualified Insurer”
that maintains insurance with an insurer rated at least as indicated in the definition of “Qualified Insurer”)
or the Special Servicer obtains and maintains a blanket insurance policy insuring against fire and hazard losses on all of the
REO Properties (other than an REO Property acquired in respect of an Outside Serviced Mortgage Loan), as required under this Agreement,
as the case may be, then the Master


 



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 Servicer or the Special Servicer, as the case may be, shall conclusively be deemed to have
satisfied its respective obligations concerning the maintenance of insurance coverage set forth in Section 3.08(a)
of this Agreement. Any such blanket insurance policy shall be maintained with a Qualified Insurer. A blanket insurance policy
may contain a deductible clause, in which case the Master Servicer or the Special Servicer, as applicable, shall, in the event
that (i) there shall not have been maintained on the related Mortgaged Property a policy otherwise complying with the provisions
of Section 3.08(a) of this Agreement, and (ii) there shall have been one or more losses which would have been
covered by such a policy had it been maintained, immediately deposit into the Collection Account or, if applicable, related Loan
Combination Custodial Account from its own funds the amount not otherwise payable under the blanket policy because of such deductible
clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or
Serviced Loan Combination or, in the absence of any such deductible limitation, the deductible limitation which is consistent
with the Servicing Standard. In connection with its activities as Master Servicer or the Special Servicer hereunder, as applicable,
the Master Servicer and the Special Servicer, respectively, agree to prepare and present, on behalf of itself, the Trustee and
Certificateholder and any related Serviced Companion Loan Holder, claims under any such blanket policy which it maintains in a
timely fashion in accordance with the terms of such policy and to take such reasonable steps as are necessary to receive payment
or permit recovery thereunder.


 


(ii)     
If the Master Servicer causes any Mortgaged Property (other than any REO Property and other than any Mortgaged Property that secures
an Outside Serviced Mortgage Loan) or the Special Servicer causes any REO Property (other than an REO Property acquired in respect
of an Outside Serviced Mortgage Loan) to be covered by a master force placed insurance policy and such policy shall be issued
by a Qualified Insurer and provide no less coverage in scope and amount for such Mortgaged Property or REO Property than the insurance
required to be maintained pursuant to Section 3.08(a) of this Agreement, then the Master Servicer or Special Servicer,
as the case may be, shall conclusively be deemed to have satisfied its respective obligations to maintain insurance pursuant to
Section 3.08(a) of this Agreement. Such policy may contain a deductible clause, in which case the Master Servicer
or the Special Servicer, as applicable, shall, in the event that (i) there shall not have been maintained on the related
Mortgaged Property or REO Property a policy otherwise complying with the provisions of Section 3.08(a), and (ii) there
shall have been one or more losses which would have been covered by such a policy had it been maintained, immediately deposit
into the Collection Account or, if applicable, related Loan Combination Custodial Account from its own funds the amount not otherwise
payable under such policy because of such deductible to the extent that any such deductible exceeds the deductible limitation
that pertained to the related Mortgage Loan and/or related Serviced Companion Loan(s) related thereto, or, in the absence of any
such deductible limitation, the deductible limitation which is consistent with the Servicing Standard.


 


(iii)      
In either case, if the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property or REO Property to be
covered by such “force-placed” insurance policy, the incremental costs of such insurance applicable


 



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 to such Mortgaged
Property or REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged
Property or REO Property is covered thereby) shall be paid as a Property Advance. Any legal fees or other out-of-pocket
costs incurred in accordance with the Servicing Standard in connection with any claim under an insurance policy described above
(whether by the Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer as a Property
Advance.


 


(c)      
The Master Servicer and the Special Servicer shall each obtain and maintain in effect a fidelity bond or similar form of insurance
coverage (which may provide blanket coverage) or a combination of fidelity bond and insurance coverage, in such form as is consistent
with the Servicing Standard and in such amounts that are consistent with the Servicing Standard, insuring against loss occasioned
by fraud, theft or other intentional misconduct of the officers and employees of the Master Servicer or the Special Servicer,
as the case may be. The Master Servicer and the Special Servicer each shall be deemed to have complied with this provision if
one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded
thereunder extends to the Master Servicer or the Special Servicer, as applicable. In addition, the Master Servicer and the Special
Servicer shall each keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned
by the errors and omissions of its officers and employees in connection with its obligations to service the Mortgage Loans and
any Serviced Companion Loans hereunder in such form as is consistent with the Servicing Standard and in such amounts as are consistent
with the Servicing Standard. Notwithstanding the foregoing, so long as the long-term unsecured debt rating or deposit account
rating of the Master Servicer (or its corporate parent) or the Special Servicer (or its corporate parent) is not in any event
less than “A(low)” as rated by DBRS, “A-” as rated by S&P and “A” as rated by Fitch, the
Master Servicer or the Special Servicer, as applicable, may self-insure for the fidelity bond and errors and omissions coverage
otherwise required above. The Master Servicer shall cause each and every Sub-Servicer it has engaged to maintain or cause
to be maintained by an agent or contractor servicing any Mortgage Loan or Serviced Loan Combination on behalf of such Sub-Servicer,
a fidelity bond and an errors and omissions insurance policy which satisfy the requirements for the fidelity bond and the errors
and omissions policy to be maintained by the Master Servicer to comply with the foregoing. All fidelity bonds and policies of
errors and omissions insurance obtained under this Section 3.08(c) shall be issued by a Qualified Insurer.


 


(d)     
Each of the Operating Advisor and Asset Representations Reviewer shall obtain and maintain at its own expense and keep in full
force and effect throughout the term of this Agreement an “errors and omissions” insurance policy with a Qualified
Insurer covering losses that may be sustained as a result of an officer’s or employee’s errors or omissions.


 


Section 3.09      
Enforcement of Due-On-Sale and Due-On-Encumbrance Clauses; Assumption Agreements; Defeasance Provisions.


 


(a)      
Upon receipt of any request of a waiver or consent in respect of a due-on-sale or due-on-encumbrance provision
under the Loan Documents of a Serviced


 



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 Loan, the Special Servicer shall promptly process and analyze such request, including the
preparation of written materials in connection with such analysis, and determine in a manner consistent with the Servicing Standard
whether to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan. If the Master Servicer receives any such request with respect to Performing Serviced Loans, the
Master Servicer shall promptly deliver a copy of such request to the Special Servicer. Notwithstanding the forgoing, with respect
to any Performing Serviced Loan as to which the Master Servicer and the Specially Servicer mutually agree, the Master Servicer
shall process and analyze any such request, including the preparation of written materials in connection with such analysis, in
accordance with the Servicing Standard, and provide its written recommendation and analysis to the Special Servicer as to whether
or not to waive any right to accelerate payment the lender may have, or grant its consent, under the due-on-sale or due-on-encumbrance
provision of such Serviced Loan (with any such recommended course of action to be subject to the Special Servicer’s consent).


 


Both
the Master Servicer and the Special Servicer (as applicable in accordance with the first paragraph of this Section 3.09(a))
each in a manner consistent with the Servicing Standard and each on behalf of the Trustee as the mortgagee of record, shall, to
the extent permitted by applicable law, enforce the restrictions contained in the related Loan Documents on transfers or further
encumbrances of the related Mortgaged Property and on transfers or further encumbrances of interests in the related Mortgagor,
unless following receipt of a request for a waiver or consent in respect of a due-on-sale or due-on-encumbrance
provision the Master Servicer (to the extent that it is processing such request pursuant to the first paragraph of this Section 3.09(a),
with the written consent of the Special Servicer, which consent shall be deemed given if not denied within 15 Business Days (or,
with respect to a Serviced Loan Combination, such longer period as required by the related Co-Lender Agreement, but in no
event less than 5 Business Days after the time period set forth in such Co-Lender Agreement for review by any related
Serviced Companion Loan Holder or its Companion Loan Holder Representative) after the Special Servicer’s receipt (unless
earlier objected to) of the written recommendation and analysis of the Master Servicer for such action and any additional information
reasonably available to the Master Servicer that the Special Servicer may reasonably request for the analysis of such request,
which recommendation and information may be delivered in an electronic format reasonably acceptable to the Master Servicer and
the Special Servicer) or the Special Servicer, as applicable, has determined, consistent with the Servicing Standard, that the
waiver of such restrictions or granting of consent would be in accordance with the Servicing Standard. Promptly after the Master
Servicer (with the written consent of the Special Servicer to the extent required pursuant to this Section 3.09(a))
or the Special Servicer, as applicable, has made any determination to grant a waiver in respect of a due-on-sale or due-on-encumbrance
provision, the Master Servicer or the Special Servicer, as applicable, shall: (1) deliver to the Trustee, the Certificate Administrator,
each other party to this Agreement and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to
Section 12.13 of this Agreement, the Rule 17g-5 Information Provider an Officer’s Certificate setting
forth the basis for such determination; provided that, notwithstanding anything herein to the contrary, no such Officer’s
Certificate shall be required to be delivered if the Master Servicer or Special Servicer, as applicable, is granting consent to
an assumption pursuant to this Section 3.09(a) in accordance with the terms of the related Loan Documents and there
is no material waiver of any conditions or any other provisions of the related Loan Documents with


 



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 respect thereto; and (2) close
the related transaction, subject to the consent of the Special Servicer obtained as described above (if the Master Servicer is
processing such request), any applicable consultation rights of the Risk Retention Consultation Parties (to the extent the Risk
Retention Consultation Parties have consultation rights pursuant to Section 6.09), any applicable consultation rights
of the Operating Advisor (to the extent the Operating Advisor has consultation rights pursuant to Section 3.29 or
Section 6.09) and the consultation and/or consent rights (if any) of the related Directing Holder or the consultation
rights of any related Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) as provided in this
Section 3.09(a), and as otherwise provided in the related Co-Lender Agreement and this Agreement, and subject
to Sections 3.09(b), 3.21, 3.24, 3.25 and Section 3.28; provided, however, that neither
the Master Servicer nor the Special Servicer shall enter into any such agreement to the extent that any terms thereof would result
in (i) the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under subpart E, part I of subchapter J of the Code for federal
income tax purposes at any time that any Certificate is outstanding or (ii) create any lien on a Mortgaged Property that is senior
to, or on parity with, the lien of the related Mortgage.


 


With
respect to all Serviced Mortgage Loans and each Serviced Loan Combination, the Special Servicer shall, prior to consenting to
a proposed action of the Master Servicer pursuant to this Section 3.09 that constitutes a Major Decision, and prior
to itself taking such an action, obtain the written consent of any applicable Directing Holder, which consent shall be deemed
given ten (10) Business Days after receipt (unless earlier objected to) by such related Directing Holder of the Major Decision
Reporting Package for such action, which recommendation and information may be delivered in an electronic format reasonably acceptable
to the related Directing Holder and the Master Servicer or the Special Servicer, as applicable.


 


In
addition, neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any
“due-on-encumbrance” provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each
case, if it is the party processing the related request pursuant to this Section 3.09(a)), shall have received a prior
written Rating Agency Confirmation with respect to such action, or (2) the affected Serviced Mortgage Loan (including a Serviced
Mortgage Loan related to a Serviced Loan Combination) (A) represents less than 2% of the aggregate principal balance of all of
the Mortgage Loans in the Trust Fund, (B) has a principal balance that is equal to or less than $35,000,000, (C) has a Loan-to-Value
Ratio equal to or less than 85% (including any existing and proposed debt), (D) has a Debt Service Coverage Ratio equal to or
greater than 1.20x (in each case, determined based upon the aggregate of the Stated Principal Balance of the Serviced Mortgage
Loan, any related Serviced Companion Loan (if applicable) and the principal amount of the proposed additional lien) and (E) is
not one of the 10 largest Mortgage Loans (considering any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage
Pool based on principal balance or (3) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced
Loan Combination) has a principal balance less than $10,000,000; provided that, for the avoidance of doubt, notwithstanding
any provision contained in the related Loan Documents to the contrary, no Rating Agency Confirmation shall be required in connection
with such waiver or grant of consent under any “due-on-encumbrance” provision if the related Serviced Mortgage
Loan satisfies the conditions set forth in clause (2) or clause (3) above of this sentence.


 






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Further,
neither the Master Servicer nor the Special Servicer may waive the rights of the lender or grant its consent under any “due-on-sale”
provision unless (1) the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the
related request pursuant to this Section 3.09(a)), shall have received a prior written Rating Agency Confirmation
with respect to such action, or (2) the affected Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced
Loan Combination) (A) represents less than 5% of the principal balance of all of the Mortgage Loans in the Trust Fund, (B)
has a principal balance that is equal to or less than $35,000,000 and (C) is not one of the 10 largest Mortgage Loans (considering
any Cross-Collateralized Group as a single Mortgage Loan) in the Mortgage Pool based on principal balance or (3) the affected
Serviced Mortgage Loan (including a Serviced Mortgage Loan related to a Serviced Loan Combination) has a principal balance less
than $10,000,000; provided that, for the avoidance of doubt, notwithstanding any provision contained in the related Loan
Documents to the contrary, no Rating Agency Confirmation shall be required in connection with such waiver or grant of consent
under any “due-on-sale” provision if the related Serviced Mortgage Loan satisfies the conditions set forth
in clause (2) or clause (3) above of this sentence. For the purposes of this Agreement, due-on-sale provisions
shall include, without limitation, sales or transfers of Mortgaged Properties, in full or in part, or the sale, transfer, pledge
or hypothecation of direct or indirect interests in any Mortgagor or its owner, in each case to the extent not permitted under
the related Loan Documents, and due-on-encumbrance provisions shall include, without limitation, any mezzanine/subordinate
financing of any Mortgagor or any Mortgaged Property or any sale or transfer of preferred equity in any Mortgagor or its owners,
in each case to the extent not permitted under the related Loan Documents.


 


The
Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant
to this Section 3.09(a)), shall notify in writing the Trustee, the Certificate Administrator, the Special Servicer
or the Master Servicer, as applicable, the Controlling Class Representative (prior to the occurrence and continuance of a
Consultation Termination Event), the Operating Advisor, each Risk Retention Consultation Party (other than with respect to any
related Excluded RRCP Mortgage Loan), the Rule 17g-5 Information Provider (for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement) and, with respect to a Serviced Loan Combination,
each related Serviced Companion Loan Holder, of any assumption or substitution agreement executed pursuant to this Section 3.09(a)
and shall forward thereto a copy of such agreement, and shall also deliver to the Certificate Administrator (or a Custodian
appointed by it) an original of the recorded agreement relating to such assumption or substitution within 15 Business Days following
the execution and receipt thereof by the Master Servicer or the Special Servicer, as applicable.


 


In
connection with any request for a Rating Agency Confirmation from a Rating Agency pursuant to this Section 3.09(a),
the Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing the related request pursuant
to the first paragraph of this Section 3.09(a)), shall deliver a Review Package to the Rule 17g-5 Information
Provider for posting to the Rule 17g-5 Information Provider’s Website in accordance with Section 12.13
of this Agreement.


 


Further,
subject to the terms of the related Loan Documents and applicable law, the Master Servicer or the Special Servicer, as applicable
(in each case, if it is the party processing the related request pursuant to this Section 3.09(a)), shall use reasonable
efforts to cause all costs in


 



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 connection with any assumption or encumbrance, including any arising from seeking a Rating Agency
Confirmation, to be paid by the related Mortgagor. To the extent not collected from the related Mortgagor after the use of such
efforts, any rating agency charges in connection with the foregoing shall be paid by the Master Servicer as a Property Advance
(or as an Additional Trust Fund Expense if such Property Advance would be a Nonrecoverable Advance).


 


To
the extent not prohibited by the applicable Loan Documents and applicable law, the Master Servicer or Special Servicer, as applicable,
may charge the related Mortgagor a fee in connection with any enforcement or waiver contemplated in this subsection (a);
provided that any such fee shall be applied as if it were a Modification Fee and/or Assumption Fee, as applicable, pursuant
to the terms of this Agreement.


 


(b)     
Nothing in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to
receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation
of any lien or other encumbrance with respect to such Mortgaged Property.


 


(c)      
In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, neither the Master
Servicer nor the Special Servicer shall agree to modify, waive or amend, and no assumption or substitution agreement entered into
pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any
Mortgage Loan or Serviced Companion Loan or the related Note, other than pursuant to Section 3.24 of this Agreement.


 


(d)     
With respect to any Serviced Mortgage Loan or Serviced Loan Combination which permits release of Mortgaged Properties through
defeasance, and to the extent consistent with the terms of the related Loan Documents:


 


(i)       Subject to the consent rights of the Special Servicer and the Directing Holder and the process set forth in Sections 3.24
and 6.09 with respect to Major Decisions and Special Servicer Decisions, the Master Servicer shall process all defeasances
of Serviced Mortgage Loans and Serviced Loan Combinations in accordance with the terms of the related Loan Documents, and shall
be entitled to any defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall
not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance to which
the Special Servicer is entitled under this Agreement).


 


(ii)     
In the event such Serviced Mortgage Loan or Serviced Loan Combination requires that the Master Servicer on behalf of the Trustee
purchase the required “government securities” within the meaning of Section 2(a)(16) of the Investment Company
Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), the Master Servicer,
an accommodation Mortgagor pursuant to clause (v) below or the Mortgagor shall, at the Mortgagor’s expense (to the
extent consistent with the related Loan Documents), purchase or cause the purchase of such obligations in accordance with the
terms of such Mortgage Loan or Serviced Loan Combination and deliver to the


 



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Master
Servicer, in the case of the Mortgagor, or in the case of the Master Servicer, hold the same on behalf of the Trust Fund and,
if applicable, the related Serviced Companion Loan Holder; provided that, subject to the related Loan Documents, the Master
Servicer shall not accept the amounts paid by the related Mortgagor to effect defeasance until acceptable “government securities”
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury
Regulations Section 1.860G-2(a)(8)(ii) have been identified, in each case which are acceptable as defeasance collateral
under the then most recently published current guidelines of the Rating Agencies. Notwithstanding the foregoing, with respect
to each of the Mortgage Loans identified on Exhibit Q to this Agreement (each, a “Retained Defeasance Rights
and Obligations Mortgage Loan” and, collectively, the “Retained Defeasance Rights and Obligations Mortgage
Loans”), the related Mortgage Loan Seller or originator has transferred to a third party or has retained the right to
establish or designate the successor borrower and/or to purchase or cause to be purchased the related defeasance collateral (“Retained
Defeasance Rights and Obligations”). In the event the Master Servicer receives notice of a defeasance request with respect
to a Mortgage Loan that provides for Retained Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer
shall provide, within five (5) business days of receipt of such notice, written notice of such defeasance request to the
related Mortgage Loan Seller (or such other party specified below) or to the related Mortgage Loan Seller’s assignee. Until
such time as CREFI provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance
Rights and Obligations as to which CREFI is the related Mortgage Loan Seller shall be delivered to richard.simpson@citi.com and
ana.rosu@citi.com. Until such time as GACC provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan
with Retained Defeasance Rights and Obligations as to which GACC is the related Mortgage Loan Seller shall be delivered to German
American Capital Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail
to lainie.kaye@db.com and to cmbs.requests@db.com.


 


(iii)     
The Master Servicer shall require, to the extent the related Loan Documents grant the mortgagee discretion to so require, delivery
of an Opinion of Counsel (which shall be an expense of the related Mortgagor to the extent consistent with the related Loan Documents)
to the effect that the Trustee on behalf of the Certificateholders has a first priority security interest in the defeasance deposit
and the “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940,
or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii), and the assignment thereof
is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such
defeasance shall be in form and substance acceptable to the Master Servicer.


 


(iv)     
The Master Servicer shall obtain, to the extent the related Loan Documents grant the mortgagee discretion to so obtain, a certificate
(which shall be an expense of the related Mortgagor to the extent consistent with the related


 



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 Loan Documents) from an Independent
certified public accountant certifying that the “government securities” within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii),
comply with the requirements of the related Loan Agreement or Mortgage.


 


(v)     
To the extent consistent with the related Loan Documents, prior to permitting release of any Mortgaged Properties through defeasance,
the Master Servicer shall (at the Mortgagor’s expense) obtain a Rating Agency Confirmation; provided that the Master Servicer
shall not be required to obtain such Rating Agency Confirmation from any Rating Agency to the extent that the Master Servicer
has delivered a defeasance certificate to such Rating Agency substantially in the form of Exhibit DD to this Agreement
for any Mortgage Loan that, at the time of such defeasance, is (x) not one of the ten largest Mortgage Loans by Stated Principal
Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that
represents less than 5% of the Stated Principal Balance of all Mortgage Loans.


 


(vi)     
If the Mortgage Loan or Serviced Loan Combination permits the related Mortgagor or the lender or its designee to cause an accommodation
Mortgagor to assume such defeased obligations, the Master Servicer shall, or shall cause the Mortgagor to, establish at the Mortgagor’s
cost and expense (and shall use efforts consistent with the Servicing Standard to cause the related Mortgagor to consent to such
assumption) a special purpose bankruptcy-remote entity to assume such obligations, as to which the Trustee and the Certificate
Administrator has received a Rating Agency Confirmation (if such confirmation is required pursuant to the then most recently published
guidelines of the Rating Agencies).


 


(vii)     To the extent consistent with the related Loan Documents, the Master Servicer shall require the related Mortgagor to pay all costs
and expenses incurred in connection with the defeasance of the related Mortgage Loan or Serviced Loan Combination. In the event
that the Mortgagor is not required to pay any such costs and expenses under the terms of the Loan Documents, such costs and expenses
shall be Additional Trust Fund Expenses.


 


(viii)    In no event shall the Master Servicer have liability to any party hereto or beneficiary hereof for obtaining a Rating Agency Confirmation
(or conditioning approval of defeasance on the delivery of a Rating Agency Confirmation) or for imposing conditions to approval
of a defeasance on the satisfaction of conditions that are consistent with the Servicing Standard but are not required under Rating
Agency guidelines (provided that this shall not protect the Master Servicer from any liability that may be imposed as a
result of the violation of applicable law or the Loan Documents).


 


(ix)     
The Master Servicer may accept as defeasance collateral any “government security,” within the meaning of Treasury
Regulation’s Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in


 



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 the Loan Documents;
provided, that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not endanger
the status of any Trust REMIC as a REMIC or result in the imposition of a tax upon any Trust REMIC or the Trust Fund (including
but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and the
tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income
from foreclosure property” as set forth in Section 860G(c) of the Code).


 


(e)      
Notwithstanding any other provision of this Agreement, without any other approval or consent, the Master Servicer (for Performing
Serviced Loans) or the Special Servicer (for Specially Serviced Loans) may grant and process a Mortgagor’s request for consent
to subject the related Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access,
parking, public improvements or another purpose (and may consent to subordination of the related Serviced Loan to such easement,
right of way or similar agreement); provided that in each case, the Master Servicer or Special Servicer, as applicable,
shall have determined that such easement, right of way or similar agreement will not cause any Trust REMIC to fail to qualify
as a REMIC at any time that any Certificates are outstanding. The Master Servicer or the Special Servicer may rely on an Opinion
of Counsel in making any such determination.


 


Section 3.10      
Appraisal Reductions; Calculation and Allocation of Collateral Deficiency Amounts; Realization Upon Defaulted Loans.


 


(a)      
Promptly upon the occurrence of an Appraisal Reduction Event with respect to a Serviced Loan, the Special Servicer shall use reasonable
efforts to (i) obtain an updated Appraisal of the related Mortgaged Property, the costs of which shall be advanced by, and reimbursable
to, the Master Servicer as a Property Advance (or shall be an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account if such Property Advance would be a Nonrecoverable Advance) or (ii) conduct an internal valuation if the
related Serviced Mortgage Loan (considering any Cross-Collateralized Group as a single Mortgage Loan) or Serviced Loan Combination
has an outstanding principal balance of less than $2,000,000 (provided that the Special Servicer may in its sole discretion obtain
an updated Appraisal of the related Mortgaged Property as contemplated by the preceding clause (i)); provided, however,
that the Special Servicer shall not be required to obtain an updated Appraisal or conduct an internal valuation of any Mortgaged
Property with respect to which there exists an Appraisal which is less than nine months old unless the Special Servicer determines
in accordance with the Servicing Standard that such previously obtained Appraisal is materially inaccurate. With respect to any
Serviced Loan for which an Appraisal Reduction Event has occurred and still exists, the Special Servicer shall obtain annual letter
updates to any updated Appraisal. Any Appraisal prepared in order to determine the Appraisal Reduction Amount with respect to
a Serviced Loan Combination shall be delivered by the Special Servicer, upon request, to each related Serviced Companion Loan
Holder.


 


As
of the first Determination Date following a Serviced Mortgage Loan becoming an AB Modified Loan, the Special Servicer shall calculate
whether a Collateral Deficiency


 



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 Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal
obtained (or, if applicable, internal valuation conducted) by the Special Servicer with respect to such Serviced Mortgage Loan,
and all other information relevant to a Collateral Deficiency Amount determination. The Master Servicer shall provide (via electronic
delivery) the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any
Collateral Deficiency Amount pursuant to the definition thereof using reasonable efforts to deliver such information within four
(4) Business Days of the Special Servicer’s reasonable written request. Upon obtaining actual knowledge or receipt of notice
by the Master Servicer that an Outside Serviced Mortgage Loan has become an AB Modified Loan, the Master Servicer shall (i) promptly
request from the related Outside Servicer, Outside Special Servicer and Outside Trustee the most recent appraisal with respect
to such AB Modified Loan, in addition to all other information reasonably required by the 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 (and does receive within a reasonable period of time) and reasonably believes
is necessary to perform such calculation, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified
Loan, taking into account the most recent appraisal obtained by the Master Servicer from the Outside Servicer, Outside Special
Servicer or Outside Trustee, as the case may be, with respect to such Outside Serviced Mortgage Loan, and all other information
relevant to a Collateral Deficiency Amount determination. In connection with its calculation of a Collateral Deficiency Amount
with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan, the Master Servicer shall be entitled to
conclusively rely on any appraisal or other information received from the related Outside Servicer, Outside Special Servicer or
Outside Trustee. The Master Servicer shall notify the Special Servicer and the Certificate Administrator of any Collateral Deficiency
Amount calculated by the Master Servicer with respect to an Outside Serviced Mortgage Loan that has become an AB Modified Loan.
The Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any Collateral Deficiency Amounts
calculated by the Master Servicer with respect to an Outside Serviced Mortgage Loan. Upon any other party to this Agreement obtaining
knowledge or receipt of notice that an Outside Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly
notify the Master Servicer thereof. Neither the Trustee nor the Certificate Administrator shall calculate or verify any Collateral
Deficiency Amount. For the avoidance of doubt, the Master Servicer shall only calculate Collateral Deficiency Amounts with respect
to Outside Serviced Mortgage Loans.


 


The
Certificate Balance of each Class of applicable Principal Balance Certificates shall be notionally reduced (for various purposes
provided in this Agreement) as of any date of determination to the extent of the Appraisal Reduction Amount(s) allocated to such
Class on the preceding Distribution Date. An amount equal to the Vertically Retained Percentage of the aggregate Appraisal
Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally reduce
(to not less than zero) the Certificate Balance of the VRR Interest. The Non-Vertically Retained Percentage of the aggregate
Appraisal Reduction Amount allocated to, or in respect of, the Mortgage Loans for any Distribution Date shall be applied to notionally
reduce the Certificate Balances of the following Classes of Certificates in the following order of priority: first, to
the J-RR Certificates; second, to the Class G-RR Certificates; third, to the Class F Certificates;
fourth, to the Class E Certificates; fifth,


 



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 to the Class D Certificates; sixth, to the Class C
Certificates; seventh, to the Class B Certificates; eighth, to the Class A-S Certificates; and finally,
pro rata to the (i) Class A-1 Certificates, (ii) Class A-2 Certificates, (iii) Class A-3
Certificates, (iv) Class A-4 Certificates, (v) Class A-5 Certificates and (vi) Class A-AB Certificates,
based on their respective Certificate Balances (provided in each case that no Certificate Balance in respect of any such Class may
be notionally reduced below zero). In addition, as of any date of determination for purposes of determining the Controlling Class or
the occurrence of a Control Termination Event or an Operating Advisor Consultation Trigger Event, and after taking into account
the allocations contemplated by the prior sentence, the Non-Vertically Retained Percentage of Collateral Deficiency Amounts
in respect of the Mortgage Loans shall be applied to notionally reduce the Certificate Balances of each Class of the Control
Eligible of Certificates in the following order of priority (in each case after taking into account any Appraisal Reduction Amounts
allocated thereto): first, to the Class J-RR Certificates; second, to the Class G-RR Certificates;
and third, to the Class F Certificates (provided in each case that no Certificate Balance in respect of any such Class may
be notionally reduced below zero). For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence
of a Control Termination Event or an Operating Advisor Consultation Trigger Event, any Class of Control Eligible Certificates
shall be allocated the Non-Vertically Retained Percentage of both applicable Appraisal Reduction Amounts and applicable Collateral
Deficiency Amounts, in accordance with the preceding two sentences.


 


With
respect to any Appraisal Reduction Amount calculated for the purposes of determining the Non-Reduced Certificates or, to the
extent expressly set forth herein, for the purposes of allocating and/or exercising Voting Rights in connection with certain circumstances
involving the termination of certain parties hereto, and with respect to any Appraisal Reduction Amount or Collateral Deficiency
Amount calculated for purposes of determining the Controlling Class, or the occurrence of a Control Termination Event or an Operating
Advisor Consultation Trigger Event, the appraised value of the related Mortgaged Property shall be determined on an “as-is”
basis.


 


Each
of the Master Servicer and the Special Servicer (in each case, to the extent any such amount is required to be calculated by it)
shall promptly notify the other such party, the Operating Advisor and the Certificate Administrator of the determination and any
redetermination of (i) any Appraisal Reduction Amount, (ii) any Collateral Deficiency Amount, and (iii) any resulting Cumulative
Appraisal Reduction Amount by providing such information in the CREFC® Appraisal Reduction Template, and the Certificate
Administrator shall promptly post notice of the determination of any such Appraisal Reduction Amount, Collateral Deficiency Amount
and/or Cumulative Appraisal Reduction Amount, as applicable, including such CREFC® Appraisal Reduction Template,
on the Certificate Administrator’s Website.


 


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


 



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 Loan may
be permitted to post cash or a letter of credit to offset all or some portion of an Appraisal Reduction Amount.


 


The
Holders of the majority (by Certificate Balance) of an Appraised-Out Class shall have the right, at their sole expense,
to require the Special Servicer to order a second Appraisal of the Mortgaged Property securing any Serviced Loan as to which
there exists an Appraisal Reduction Amount or a Collateral Deficiency Amount (such Holders, the “Requesting Holders”).
The Special Servicer shall use its reasonable efforts to cause such Appraisal to be (i) delivered within 30 days from
receipt of the Requesting Holders’ written request and (ii) prepared on an “as-is” basis by an Appraiser
in accordance with MAI standards. Upon receipt of such second Appraisal, the Special Servicer shall determine, in accordance with
the Servicing Standard, whether, based on its assessment of such second Appraisal, any recalculation of the applicable Appraisal
Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted, the Special Servicer shall recalculate such
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such second Appraisal and receipt of information
reasonably requested by the Special Servicer from the Master Servicer and reasonably required to calculate or recalculate the
Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable. If required by any such recalculation, the applicable
Appraised-Out Class shall be reinstated as the Controlling Class and each other Appraised-Out Class will,
if applicable, have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal
Reduction Amount or Collateral Deficiency Amount, as applicable. The Special Servicer shall promptly deliver notice to the Certificate
Administrator and the Master Servicer of any such determination and recalculation, and the Certificate Administrator shall promptly
post such notice to the Certificate Administrator’s Website.


 


Any
Appraised-Out Class as to which one or more Holders are Requesting Holders challenging the Special Servicer’s Appraisal
Reduction Amount or Collateral Deficiency Amount determination may not exercise any direction, control, consent and/or similar
rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class and no
Control Termination Event exists, and the rights of the Controlling Class shall be exercised by the most subordinate Class of
Control Eligible Certificates that is not an Appraised-Out Class, if any, during such period.


 


Appraisals
that are to be obtained by the Special Servicer at the request of, Holders of an Appraised-Out Class shall be in addition
to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this
Agreement without regard to any appraisal requests made by any Holder of an Appraised-Out Class.


 


(b)     
In connection with any foreclosure, enforcement of the Loan Documents or other acquisition, the Master Servicer in accordance
with Section 3.20 of this Agreement shall pay the out-of-pocket costs and expenses in any such proceedings
as a Property Advance unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would
constitute a Nonrecoverable Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer
out of the Collection Account). The Master Servicer shall be entitled to reimbursement of Advances (with


 



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interest at the Advance
Rate) made pursuant to the preceding sentence to the extent permitted by Section 3.06(a)(ii) of this Agreement.


 


Subject
to Section 3.21 of this Agreement, if the Special Servicer elects to proceed with a non-judicial foreclosure in
accordance with the laws of the state where the Mortgaged Property is located, the Special Servicer shall not be required to pursue
a deficiency judgment against the related Mortgagor or any other liable party if the laws of the state do not permit such a deficiency
judgment after a non-judicial foreclosure or if the Special Servicer determines, in accordance with the Servicing Standard,
that the likely recovery if a deficiency judgment is obtained will not be sufficient to warrant the cost, time, expense and/or
exposure of pursuing the deficiency judgment and such determination is evidenced by an Officer’s Certificate delivered to
the Trustee, the Certificate Administrator, any applicable Directing Holder and any applicable Consulting Party.


 


In
the event that title to any Mortgaged Property (other than any Mortgaged Property related to an Outside Serviced Mortgage Loan)
is acquired in foreclosure or by deed-in-lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee,
to a co-trustee or to its nominee (which shall not include the Master Servicer but may be a single member limited liability
company owned by the Trust and managed by the Special Servicer) or a separate trustee or co-trustee on behalf of the
Trustee as holder of the Lower-Tier Regular Interests and on behalf of the holders of the Certificates and, if applicable,
and the related Serviced Companion Loan Holders. Notwithstanding any such acquisition of title and cancellation of the related
Serviced Mortgage Loan, the related Serviced Mortgage Loan shall (except for purposes of Section 9.01) be considered
to be an REO Mortgage Loan held in the Trust Fund until such time as the related REO Property shall be sold by the Trust Fund
and shall be reduced only by collections net of expenses.


 


(c)      
Notwithstanding any provision to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund any personal
property pursuant to this Section 3.10 unless either:


 


(i)       such personal property is (in the good faith judgment of the Special Servicer) incident to real property (within the meaning
of Code Section 856(e)(1)) so acquired by the Special Servicer for the benefit of the Trust Fund; or


 


(ii)     
the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on a Trust REMIC
under the REMIC Provisions or cause any Trust REMIC to fail to qualify as a REMIC for federal income tax purposes or cause the
Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificate is outstanding.


 


(d)     
Notwithstanding any provision to the contrary in this Agreement, neither the Special Servicer nor the Master Servicer shall, on
behalf of the Trust Fund or, if applicable, the related Serviced Companion Loan Holder, obtain title to any direct or


 



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indirect
partnership or membership interest or other equity interest in any Mortgagor pledged pursuant to any pledge agreement, unless
the Master Servicer or the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an
expense of the Trust Fund) to the effect that the holding of such partnership or membership interest or other equity interest
by the Trust Fund will not cause the imposition of a tax on a Trust REMIC under the REMIC Provisions or cause any Trust REMIC
to fail to qualify as a REMIC for federal income tax purposes or cause the Grantor Trust to fail to qualify as a grantor trust
for federal income tax purposes at any time that any Certificate is outstanding.


 


(e)      
Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not, on behalf of the Trust
Fund or, if applicable, the related Serviced Companion Loan Holders, obtain title to a Mortgaged Property as a result of foreclosure
or by deed-in-lieu of foreclosure or otherwise, obtain title to any direct or indirect partnership or membership interest
in any Mortgagor pledged pursuant to a pledge agreement and thereby be the beneficial owner of a Mortgaged Property, and shall
not otherwise acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such
action, the Custodian, the Trustee, the Certificate Administrator or the Trust Fund or the Certificateholders or, if applicable,
the related Serviced Companion Loan Holders, would be considered to hold title to, or be a “mortgagee-in-possession”
of, or to be an “owner” or “operator” of such Mortgaged Property within the meaning of the Comprehensive
Environmental Response, Compensation and Liability Act of 1980, as amended from time to time, or any comparable law, unless the
Special Servicer has previously determined in accordance with the Servicing Standard, based on an updated environmental assessment
report prepared by an Independent Person who regularly conducts environmental audits, that:


 


(i)       such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder (as
a collective whole) to take such actions as are necessary to bring such Mortgaged Property in compliance therewith; and


 


(ii)     
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Trust Fund and
any related Serviced Companion Loan Holder(s) (as a collective whole as if the Trust Fund and, if applicable, any related Serviced
Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account
the subordinate nature of any related Subordinate Companion Loan(s))) to take such actions with respect to the affected Mortgaged
Property as could be required by such law or regulation.


 






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In
the event that the environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates
that such Mortgaged Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present
but does not definitively establish such fact, the Special Servicer shall cause such further environmental tests to be conducted
by an Independent Person who regularly conducts such tests as the Special Servicer shall deem prudent to protect the interests
of Certificateholders and any related Serviced Companion Loan Holder. Any such tests shall be deemed part of the environmental
assessment obtained by the Special Servicer for purposes of this Section 3.10.


 


In
the event that the Special Servicer seeks to obtain title to a Mortgaged Property on behalf of the Trust Fund and any related
Serviced Companion Loan Holder, the Special Servicer may, in its discretion, establish a single member limited liability company
with the Trust Fund and any related Serviced Companion Loan Holder as the sole owner to hold title to such Mortgaged Property.


 


(f)       
The environmental assessment contemplated by Section 3.10(e) of this Agreement shall be prepared within three
months of the determination that such assessment is required by any Independent Person who regularly conducts environmental audits
for purchasers of commercial property where the Mortgaged Property is located, as determined by the Special Servicer in a manner
consistent with the Servicing Standard and, if applicable, any secured creditor impaired property policy issued on or prior to
the Closing Date with respect to any Mortgage Loan (including that the environmental assessment identify any potential pollution
conditions (as defined in the environmental insurance policy) with respect to the related Mortgaged Property). The Master
Servicer shall advance the cost of preparation of such environmental assessments unless the Master Servicer determines, in accordance
with the Servicing Standard, that such Advance would be a Nonrecoverable Advance (in which case such costs shall be an expense
of the Trust Fund and paid by the Master Servicer out of the Collection Account). The Master Servicer shall be entitled to reimbursement
of Advances (with interest at the Advance Rate) made pursuant to the preceding sentence in the manner set forth in Section 3.06
of this Agreement. Copies of any environmental assessment prepared pursuant to Section 3.10(e) of this Agreement shall
be provided to the Holder of any Principal Balance Certificates and any related Serviced Companion Loan Holder upon written request
to the Special Servicer.


 


(g)     
If the Special Servicer determines pursuant to Section 3.10(e)(i) of this Agreement that a Mortgaged
Property is not in compliance with applicable environmental laws, but that it is in the best economic interest of the Trust
Fund and any related Serviced Companion Loan Holder, as a collective whole as if the Trust Fund and any related Serviced
Companion Loan Holder constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account
the subordinate nature of any related Subordinate Companion Loan(s)), to take such actions as are necessary to bring such
Mortgaged Property in compliance therewith, or if the Special Servicer determines pursuant to Section 3.10(e)(ii)
of this Agreement that the circumstances referred to therein relating to Hazardous Materials are present, but that it is in
the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder, as a collective whole as if the
Trust Fund and any related Serviced Companion Loan Holder constituted a single lender (and, in the case of a Serviced AB Loan
Combination, taking into account the




 



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subordinate
nature of any related Subordinate Companion Loan(s)), to take such action with respect to the containment, clean-up or remediation
of Hazardous Materials affecting such Mortgaged Property as is required by law or regulation, then the Special Servicer shall
take such action as it deems to be in the best economic interest of the Trust Fund and any related Serviced Companion Loan Holder,
as a collective whole as if the Trust Fund and any related Serviced Companion Loan Holder constituted a single lender (and, in
the case of a Serviced AB Loan Combination, taking into account the subordinate nature of any related Subordinate Companion Loan(s)).
The Master Servicer shall pay the cost of any such compliance, containment, clean-up or remediation from the Collection Account.


 


(h)     
The Special Servicer shall notify the Master Servicer of any abandoned and/or foreclosed properties which require reporting to
the IRS and shall provide the Master Servicer with all information regarding forgiveness of indebtedness and required to be reported
with respect to any Mortgage Loan or Serviced Companion Loan which is abandoned or foreclosed and the Master Servicer shall report
to the IRS and the related Mortgagor, in the manner required by applicable law, such information and the Master Servicer shall
report, via IRS Form 1099C, all forgiveness of indebtedness to the extent such information has been provided to the Master
Servicer by the Special Servicer. Upon request, the Master Servicer shall deliver a copy of any such report to the Trustee, the
Certificate Administrator and, if affected, to any related Serviced Companion Loan Holder.


 


Section 3.11      
Trustee, Certificate Administrator and Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of any
Mortgage Loan or Serviced Loan Combination or the receipt by the Master Servicer or the Special Servicer of a notification that
payment in full has been escrowed in a manner customary for such purposes, the Master Servicer or the Special Servicer shall immediately
notify the Trustee, the Certificate Administrator and the Custodian and, if affected, the related Serviced Companion Loan Holder
by delivery of a certification (which certification shall include a statement to the effect that all amounts received or to be
received in connection with such payment which are required to be deposited in the Collection Account pursuant to Section 3.05
of this Agreement have been or will be so deposited) of a Servicing Officer and shall request delivery to it of the Mortgage
File. No expenses incurred in connection with any instrument of satisfaction or deed of reconveyance shall be chargeable to the
Trust Fund.


 


From
time to time upon request of the Master Servicer or Special Servicer and delivery to the Certificate Administrator of a Request
for Release, the Certificate Administrator (or a Custodian appointed by it) shall promptly release the Mortgage File (or any portion
thereof) designated in such Request for Release to the Master Servicer or Special Servicer, as applicable. Upon return of the
foregoing to the Certificate Administrator (or a Custodian appointed by it) or, in the event of a liquidation or conversion of
the Mortgage Loan or Serviced Loan Combination into an REO Property, receipt by the Trustee and the Certificate Administrator
of a certificate of a Servicing Officer stating that such Mortgage Loan or Serviced Loan Combination was liquidated and that all
amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection
Account have been so deposited, or that such Mortgage Loan or Serviced Loan Combination has become an REO Property, the Certificate
Administrator shall deliver (or cause any Custodian appointed by it to deliver) a copy of the Request for Release to the Master
Servicer or Special Servicer, as applicable.


 






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Within
three (3) Business Days, after receipt of written certification of a Servicing Officer, the Trustee shall execute and deliver
to the Special Servicer any court pleadings, requests for trustee’s sale or other documents prepared by the Special Servicer,
its agents or attorneys and reasonably acceptable to the Trustee, necessary to the foreclosure or trustee’s sale in respect
of a Mortgaged Property or to any legal action brought to obtain judgment against any Mortgagor on the Mortgage Loan or Serviced
Loan Combination, or to obtain a deficiency judgment, or to enforce any other remedies or rights provided by the Loan Documents
or otherwise available at law or in equity. Each such certification shall include a request that such pleadings or documents be
executed by the Trustee and a statement as to the reason such documents or pleadings are required, and that the execution and
delivery thereof by the Trustee will not invalidate or otherwise affect the lien of the Mortgage or other security agreement,
except for the termination of such a lien upon completion of the foreclosure or trustee’s sale.


 


If
from time to time, pursuant to the terms of the Co-Lender Agreement and the applicable Outside Servicing Agreement related
to an Outside Serviced Mortgage Loan, and as appropriate for enforcing the terms of, or otherwise properly servicing, such Outside
Serviced Mortgage Loan, the related Outside Servicer, the related Outside Special Servicer or other similar party requests delivery
to it of the original Note for such Outside Serviced Mortgage Loan, then such party shall deliver a Request for Release in the
form of Exhibit C attached hereto to the Certificate Administrator and the Certificate Administrator shall release
(or cause any Custodian appointed by it to release) such original Note to the requesting party or its designee. In connection
with the release of the original Note for an Outside Serviced Mortgage Loan in accordance with the preceding sentence, the Certificate
Administrator (or a Custodian appointed by it) shall obtain such documentation as is appropriate to evidence the holding by the
related Outside Servicer, the related Outside Special Servicer or such other similar party, as the case may be, of such original
Note as custodian on behalf of and for the benefit of the Trustee.


 


Section 3.12      
Servicing Fees, Trustee/Certificate Administrator Fees and Special Servicing Compensation.


 


(a)      
As compensation for its activities hereunder, the Master Servicer shall be entitled, with respect to each Mortgage Loan (including
each Mortgage Loan that is a Specially Serviced Loan and each Outside Serviced Mortgage Loan), each REO Mortgage Loan, each Serviced
Companion Loan (including each Serviced Companion Loan that is a Specially Serviced Loan) and each REO Companion Loan that is
included as part of a Serviced Loan Combination and each Interest Accrual Period, to the Servicing Fee, which shall be payable
from amounts on deposit in the Collection Account and/or, in the case of a Serviced Loan Combination or portion thereof, the related
Loan Combination Custodial Account as set forth in Section 3.06(a)(iii) and Section 3.06(a)(vii) and/or
Section 3.06A of this Agreement, as applicable. In addition, the Master Servicer shall be entitled to receive, as
additional servicing compensation (the following items, collectively, “Additional Servicing Compensation”),
(i) 100% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced
Loan consented to by the Master Servicer pursuant to Section 3.24 of this Agreement that did not require the approval
of the Special Servicer, (ii) 50% of any Excess Modification Fees with respect to a modification, waiver, extension or amendment
of a Performing Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement 


 



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(whether
or not the Special Servicer elects to handle any related processing), (iii) 100% of any defeasance fee received in connection
with a defeasance of a Serviced Loan as contemplated under Section 3.09 of this Agreement (provided that for the avoidance
of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees
in connection with a defeasance to which the Special Servicer is entitled under this Agreement), (iv) 100% of any Assumption
Fees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees”
consented to by the Master Servicer that did not require the approval of the Special Servicer, (v) 50% of any Assumption
Fees with respect to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees”
consented to by the Special Servicer (whether or not the Special Servicer elects to handle any related processing), (vi) the
aggregate Prepayment Interest Excess (exclusive of any portion thereof attributable to an Outside Serviced Mortgage Loan), but
only to the extent such amount is not required to be included in any Compensating Interest Payment, in each case to the extent
received and not required to be deposited or retained in the Collection Account pursuant to Section 3.05 of this Agreement,
(vii) 100% of Ancillary Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges)
actually received from Mortgagors with respect to the accounts held by the Master Servicer pursuant to this Agreement or the related
Loan Documents, including the Collection Account or any related subaccount, any Escrow Account or related subaccount, any Loan
Combination Custodial Account or related subaccount, any Lock-Box Account or related subaccount or any reserve account or
related subaccount, (viii) 100% of assumption application fees actually received from Mortgagors on Performing Serviced Loans
(if the related assumption was processed by the Master Servicer), (ix) 100% of Consent Fees with respect to a Performing
Serviced Loan that did not require the approval of, or processing by, the Special Servicer, (x) 50% of any Consent Fees with
respect to a Performing Serviced Loan consented to by the Special Servicer (regardless of whether the Master Servicer or the Special
Servicer processes the related servicing matter), (xi) 100% of Excess Penalty Charges paid by the Mortgagors with respect
to any Serviced Loan other than Excess Penalty Charges accrued during the period such Serviced Loan is a Specially Serviced Loan
(provided that for the avoidance of doubt, the Master Servicer shall be entitled to any collections of Excess Penalty Charges
that represent amounts accrued while the related Serviced Loan is a Performing Serviced Loan even if collected when the Serviced
Loan is a Specially Serviced Loan), (xii) 100% of fees for insufficient or returned checks actually received from Mortgagors
relating to the accounts held by the Master Servicer, and (xiii) 100% of beneficiary statement charges actually received from
Mortgagors to the extent the related beneficiary statements were prepared by the Master Servicer; provided, however,
that the Master Servicer shall not be entitled to apply or retain any amounts described in clauses (i) through (v) above
as additional compensation with respect to a specific Mortgage Loan or Serviced Loan Combination, as applicable, with respect
to which a default or event of default thereunder has occurred and is continuing unless and until such default or event of default
has been cured (or has been waived in accordance with the terms of this Agreement) and all delinquent amounts required to have
been paid by the Mortgagor, Advance Interest Amounts and Additional Trust Fund Expenses (other than Special Servicing Fees, Workout
Fees and Liquidation Fees) both (x) due with respect to such Mortgage Loan or Serviced Loan Combination, as applicable,


 



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and (y) in the case of expense items, that arose within the last 12 months, have been paid. The Master Servicer shall
also be entitled pursuant to, and to the extent provided for in Sections 3.06(a)(iii), Section 3.06(A)
and Section 3.07(b), to withdraw from the Collection Account and the Loan Combination Custodial Accounts and to receive
from any Mortgagor Accounts (to the extent not payable to the related Mortgagor under a Mortgage Loan or Serviced Loan Combination
or applicable law) any interest or other income earned on deposits therein. Interest or other income earned on funds in the Collection
Account, Loan Combination Custodial Account and Mortgagor Accounts (to the extent consistent with the related Loan Documents),
shall be paid to the Master Servicer as additional servicing compensation and interest or other income earned on funds in any
REO Account shall be payable to the Special Servicer. In addition, the Master Servicer shall be entitled to charge and retain
reasonable review fees in connection with any Mortgagor request with respect to any Performing Serviced Loan that either does
not relate to a Major Decision or a Special Servicer Decision or relates to a Major Decision or Special Servicer Decision that
is being processed by the Master Servicer with the mutual agreement of the Special Servicer, to the extent such fees are (i) not
inconsistent with the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii) actually paid by or on
behalf of the related Mortgagor. Notwithstanding the foregoing, the Master Servicer’s right to the additional servicing
compensation described in this paragraph with respect to a Serviced Companion Loan shall be subject to the related Co-Lender
Agreement.


 


For
the avoidance of doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to
a Performing Serviced Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms
of this Agreement, the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any
obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither
the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of
any fee due to the other and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce
or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee
shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer
decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special
Servicer would have been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to
any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced
Loans and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of
any fee payable by the Mortgagor with respect to any Specially Serviced Loan.


 


Midland
Loan Services, a Division of PNC Bank, National Association and any successor holder of the Excess Servicing Fee Rights shall
be entitled, at any time, at its own expense, to transfer, sell, pledge or otherwise assign such Excess Servicing Fee Rights in
whole (but not in part), in either case, to any Qualified Institutional Buyer or Institutional Accredited Investor (other than
a Plan); provided that no such transfer, sale, pledge or other assignment shall be made unless (i) that transfer,
sale, pledge or other assignment is exempt from the registration and/or qualification requirements of the Securities Act and any
applicable state securities laws and is otherwise made in accordance with the Securities Act and such state securities laws, (ii) the


 



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prospective transferor shall have delivered to the Depositor a certificate substantially in the form attached as Exhibit CC-1
to this Agreement, and (iii) the prospective transferee shall have delivered to Midland Loan Services, a Division of
PNC Bank, National Association and the Depositor a certificate substantially in the form attached as Exhibit CC-2
to this Agreement. None of the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Securities Act
or any other securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge
or assignment of an Excess Servicing Fee Right without registration or qualification. Midland Loan Services, a Division of PNC
Bank, National Association and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge or other
assignment of such Excess Servicing Fee Right shall, and Midland Loan Services, a Division of PNC Bank, National Association hereby
agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing Fee Right shall be deemed
to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such Person, to indemnify the Certificateholders,
the Trust, the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the Trustee, the Custodian,
the Master Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Registrar and the Special Servicer
against any liability that may result if such transfer is not exempt from registration and/or qualification under the Securities
Act or other applicable federal and state securities laws or is not made in accordance with such federal and state laws or in
accordance with the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof
shall be deemed to have agreed not to use or disclose any information received in connection with its acquisition and holding
of such Excess Servicing Fee Right in any manner that could result in a violation of any provision of the Securities Act or other
applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate pursuant to
the Securities Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the
Person then acting as the Master Servicer shall pay, out of each amount paid to such Master Servicer as Servicing Fees with respect
to each related Mortgage Loan or REO Mortgage Loan, as the case may be, the related Excess Servicing Fees to the holder of such
Excess Servicing Fee Right within one (1) Business Day following the payment of such Servicing Fees to the Master Servicer, in
each case in accordance with payment instructions provided by such holder in writing to the Master Servicer. The holder of an
Excess Servicing Fee Right shall not have any rights under this Agreement except as set forth in the preceding sentences of this
paragraph. None of the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations
Reviewer, the Depositor, the Special Servicer, the Trustee or the Custodian shall have any obligation whatsoever regarding payment
of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


Except
as otherwise provided herein, the Master Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any Sub-Servicers retained by it.


 


The
Master Servicer will not be entitled to retain any portion of Excess Interest paid on any Mortgage Loan. Notwithstanding anything
herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Servicing Fees with respect to the related
Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with respect to the related Serviced
Pari Passu Companion Loan(s), and in no event shall Servicing Fees with


 



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respect to the related Serviced Pari Passu Companion Loan(s)
(including an REO Companion Loan) be payable out of payments and other collections with respect to the related Mortgage Loan or
the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion Loan, in no event shall Servicing Fees with
respect to such Serviced Subordinate Companion Loan (including an REO Companion Loan) be payable out of payments and other collections
with respect to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph
is in no way intended to limit the rights, if any, of the Master Servicer under the related Co-Lender Agreement to seek payment
of unpaid Servicing Fees with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(b)     
As compensation for its activities hereunder, on each Distribution Date the Trustee shall be entitled with respect to each Mortgage
Loan to its portion of the Trustee/Certificate Administrator Fee, and the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Trustee/Certificate Administrator Fee. The Certificate Administrator shall pay the
Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. Except as otherwise provided herein, the Trustee/Certificate
Administrator Fee includes all routine expenses of the Trustee, the Certificate Registrar, the Paying Agent, the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Trustee/Certificate
Administrator Fee may not be transferred in whole or in part except in connection with the transfer of all of the Trustee’s
or Certificate Administrator’s, as applicable, responsibilities and obligations under this Agreement.


 


(c)      
As compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
(including each Serviced Companion Loan that is included as part of each Serviced Loan Combination) in respect of each Interest
Accrual Period to the Special Servicing Fee, which shall be payable from amounts on deposit in the Collection Account and/or,
in the case of a Serviced Loan Combination or portion thereof, the related Loan Combination Custodial Account as set forth in
Section 3.06(a) and Section 3.06A. The Special Servicer’s rights to the Special Servicing Fee may
not be transferred in whole or in part except in connection with the transfer of all of the Special Servicer’s responsibilities
and obligations under this Agreement. In addition, the Special Servicer shall be entitled to receive, as additional servicing
compensation (the following items, collectively, the “Additional Special Servicing Compensation”): (i) 50%
of any Excess Modification Fees with respect to a modification, waiver, extension or amendment of a Performing Serviced Loan consented
to by the Special Servicer pursuant to Section 3.24 of this Agreement (whether or not the Special Servicer elects
to handle any related processing); (ii) 100% of any Excess Modification Fees with respect to a modification, waiver, extension
or amendment of a Specially Serviced Loan consented to by the Special Servicer pursuant to Section 3.24 of this Agreement;
(iii) 100% of any Assumption Fees with respect to a Specially Serviced Loan; (iv) 50% of any Assumption Fees with respect
to a Performing Serviced Loan involving a transaction described in the definition of “Assumption Fees” consented to
by the Special Servicer (whether or not the Special Servicer elects to handle any related processing); (v) 100% of Ancillary
Fees (other than (A) fees for insufficient or returned checks and (B) beneficiary statement charges) actually received
from Mortgagors with respect to accounts held by the Special Servicer pursuant to this Agreement or the related Loan


 



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Documents,
including the Loss of Value Reserve Fund and any REO Accounts; (vi) 100% of assumption application fees actually received
from Mortgagors on (A) Specially Serviced Loans and (B) Performing Serviced Loans if the related assumption was processed
by the Special Servicer; (vii) 100% of Consent Fees with respect to a Specially Serviced Loan; (viii) 50% of any Consent
Fees with respect to a Performing Serviced Loan consented to by the Special Servicer (regardless of whether the Master Servicer
or the Special Servicer processes the related servicing matter); (ix) 100% of Excess Penalty Charges accrued with respect
to any Serviced Loan during the period such Serviced Loan is a Specially Serviced Loan and actually received from the Mortgagors
(provided that for the avoidance of doubt, the Special Servicer shall be entitled to any collections of Excess Penalty
Charges that represent amounts accrued while the related Serviced Loan is a Specially Serviced Loan even if collected when the
Serviced Loan is not a Specially Serviced Loan); (x) any interest or other income earned on deposits in the REO Accounts
and any Loss of Value Reserve Fund; (xi) 100% of fees for insufficient or returned checks actually received from Mortgagors
relating to the accounts held by the Special Servicer; and (xii) 100% of beneficiary statement charges actually received from
Mortgagors to the extent the related beneficiary statements were prepared by the Special Servicer. In addition, the Special Servicer
shall be entitled to charge and retain reasonable review fees in connection with any Mortgagor request with respect to any Specially
Serviced Loan or with respect to any Performing Serviced Loan as to which the Mortgagor request relates to a Major Decision or
a Special Servicer Decision that is being processed by the Special Servicer, to the extent such fees are (i) not inconsistent
with the related Loan Documents, (ii) in accordance with the Servicing Standard and (iii) actually paid by or on behalf
of the related Mortgagor. The Special Servicer shall not be entitled to any Special Servicing Fees with respect to the Outside
Serviced Mortgage Loans. Notwithstanding the foregoing, the Special Servicer’s right to the additional servicing compensation
described in this paragraph with respect to a Serviced Companion Loan shall be subject to the related Co-Lender Agreement.


 


For
the avoidance of doubt, with respect to any Excess Modification Fee, Assumption Fee, Consent Fee or other fee with respect to
a Performing Serviced Loan that is required to be split between the Master Servicer and the Special Servicer pursuant to the terms
of this Agreement, the Master Servicer and the Special Servicer shall each have the right in its sole discretion, but not any
obligation, to reduce or elect not to charge its respective percentage interest in any such fee; provided, however (x) neither
the Master Servicer nor the Special Servicer shall have the right to reduce or elect not to charge the percentage interest of
any fee due to the other and (y) to the extent either of the Master Servicer or the Special Servicer exercises its right to reduce
or elect not to charge its respective percentage interest in any fee, the party that reduced or elected not to charge such fee
shall not have any right to share in any portion of the other party’s fee. For the avoidance of doubt, if the Master Servicer
decides not to charge any fee, the Special Servicer shall still be entitled to charge the portion of the related fee the Special
Servicer would have been entitled to if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to
any of such fee charged by the Special Servicer. The foregoing provisions of this paragraph shall only apply to Performing Serviced
Loans and, subject to the other terms of this Agreement, shall not prohibit any waiver or reduction by the Special Servicer of
any fee payable by the Mortgagor with respect to any Specially Serviced Loan.


 






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Except
as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder.


 


The
Special Servicer shall also be entitled to additional servicing compensation in the form of a Workout Fee with respect to each
Corrected Loan at the Workout Fee Rate on such Mortgage Loan or Serviced Loan Combination for so long as it remains a Corrected
Loan. The Special Servicer shall not be entitled to any Workout Fee with respect to any Outside Serviced Mortgage Loan. The Workout
Fee with respect to any Corrected Loan will cease to be payable if such loan again becomes a Specially Serviced Loan; provided
that a new Workout Fee will become payable if and when such Specially Serviced Loan again becomes a Corrected Loan. If the
Special Servicer is terminated (other than for cause) or resigns: (1) it shall retain the right to receive any and all Workout
Fees payable in respect of Mortgage Loans or Serviced Loan Combinations that became Corrected Loans prior to the time of that
termination or resignation, except the Workout Fees will no longer be payable if any such Mortgage Loan or Serviced Loan Combination
subsequently becomes a Specially Serviced Loan; and (2) it will receive any Workout Fees payable in respect of any Mortgage
Loan or Serviced Loan Combination that was, at the time of that termination or resignation, a Specially Serviced Loan for which
the resigning or terminated Special Servicer had cured the event of default through a modification, restructuring or workout negotiated
by the Special Servicer and evidenced by a signed writing, but which had not as of the time the Special Servicer resigned or was
terminated become a Corrected Loan solely because the Mortgagor had not had sufficient time to make three consecutive full and
timely Monthly Payments as described in clause (w) of the definition of “Specially Serviced Loan” and which thereafter
becomes a Corrected Loan as a result of the Mortgagor making such three consecutive full and timely Monthly Payments as described
in clause (w) of the definition of “Specially Serviced Loan”, except the Workout Fees will no longer be
payable if any such Mortgage Loan or Serviced Loan Combination subsequently becomes a Specially Serviced Loan. In either case,
the successor special servicer will not be entitled to any portion of such Workout Fees. The Special Servicer shall also be entitled
to additional servicing compensation in the form of a Liquidation Fee (other than with respect to the Outside Serviced Mortgage
Loans) payable out of the Liquidation Proceeds prior to the deposit of the Net Liquidation Proceeds in the Collection Account
or the Loan Combination Custodial Account, as applicable. However, no Liquidation Fee will be payable with respect to an Outside
Serviced Mortgage Loan or in connection with, or out of, Liquidation Proceeds as set forth in the final two provisos of the definition
of “Liquidation Fee” herein. Notwithstanding anything herein to the contrary, the Special Servicer shall not
be entitled to receive both a Liquidation Fee and a Workout Fee with respect to any specific collections or proceeds on any Mortgage
Loan or Serviced Loan Combination. For purposes of the foregoing provisions of this Section 3.12(c), a termination
and removal of the Special Servicer under Section 6.08 of this Agreement shall be deemed to constitute a termination
without cause.


 


If
at any time a Mortgage Loan or Serviced Loan Combination becomes a Specially Serviced Loan, the Special Servicer shall use its
reasonable efforts to collect the amount of any Special Servicing Fee, Liquidation Fee and/or Workout Fee from the related Mortgagor
pursuant to the related Loan Documents, including exercising all remedies available under such Loan Documents that would be in
accordance with the Servicing Standard, specifically taking into account the costs or likelihood of success of any such collection
efforts and the Realized Loss(es) that would be incurred by Certificateholders in connection therewith as opposed to the Realized


 



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Loss(es) that would be incurred as a result of not collecting such amounts from the related Mortgagor.


 


The
Special Servicer shall not be entitled to any Liquidation Fee with respect to any Outside Serviced Mortgage Loan or any Outside
Serviced Companion Loan. In addition, the Special Servicer will not be entitled to retain any portion of Excess Interest paid
on any Mortgage Loan.


 


Notwithstanding
anything herein to the contrary, in the case of a Serviced Loan Combination, in no event shall Special Servicing Compensation
with respect to the related Mortgage Loan (including an REO Mortgage Loan) be payable out of payments and other collections with
respect to the related Serviced Pari Passu Companion Loan(s), and in no event shall Special Servicing Compensation with respect
to the related Serviced Pari Passu Companion Loan(s) (including an REO Companion Loan) be payable out of payments and other collections
with respect to the related Mortgage Loan or the Mortgage Pool. In addition, with respect to any Serviced Subordinate Companion
Loan, unless otherwise provided in the related Co-Lender Agreement, in no event shall Special Servicing Compensation with
respect to such Companion Loan (including an REO Companion Loan) be payable out of payments and other collections with respect
to any related Serviced Pari Passu Companion Loan(s), the related Mortgage Loan or the Mortgage Pool. This paragraph is in no
way intended to limit the rights of the Special Servicer under the related Co-Lender Agreement to seek payment of unpaid Special
Servicing Compensation with respect to any Serviced Companion Loan from the related Serviced Companion Loan Holder.


 


(d)     
The Master Servicer, Special Servicer, the Certificate Administrator and Trustee shall be entitled to reimbursement from the Trust
Fund for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses
shall include, by way of example and not by way of limitation, environmental assessments, Appraisals in connection with foreclosure,
the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable in Section 3.06(a)(vi)
of this Agreement.


 


(e)      
No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Certificate
Administrator or the Trustee to expend or risk their own funds or otherwise incur any financial liability in the performance of
any of their duties hereunder or thereunder, or in the exercise of any of their rights or powers, if, in the good faith business
judgment of the Master Servicer, Special Servicer, the Certificate Administrator or the Trustee, as the case may be, repayment
of such funds would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Condemnation Proceeds, Net Liquidation
Proceeds and other collections on or in respect of the Mortgage Loans or Serviced Loan Combination (to the extent recovery is
permitted from a Serviced Loan Combination hereunder) or from adequate indemnity from other assets comprising the Trust Fund against
such risk or liability.


 


If
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee receives a request
or inquiry from a Mortgagor, any Certificateholder


 



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or any other Person the response to which would, in the Master Servicer’s,
the Special Servicer’s or the Operating Advisor’s commercially reasonable judgment or the Certificate Administrator’s
or the Trustee’s good faith business judgment require the assistance of Independent legal counsel or other consultant to
the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the Trustee the cost of which
would not be an expense of the Trust Fund hereunder, then the Master Servicer, the Special Servicer, the Operating Advisor, the
Certificate Administrator or the Trustee, as the case may be, shall not be required to take any action in response to such request
or inquiry unless the Mortgagor or such Certificateholder or such other Person, as applicable, makes arrangements for the payment
of the Master Servicer’s, the Special Servicer’s, the Operating Advisor’s, the Certificate Administrator’s
or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance payment for such
expenses) satisfactory to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator or the
Trustee as the case may be, in its sole discretion. Unless such arrangements have been made, the Master Servicer, the Special
Servicer, the Operating Advisor, the Certificate Administrator or the Trustee as the case may be, shall have no liability to any
Person for the failure to respond to such request or inquiry.


 


(f)      
With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer, within
two Business Days following the related Determination Date, and the Master Servicer shall deliver, to the extent it has received
such information, to the Certificate Administrator, without charge and within one Business Day prior to the related Distribution
Date, an electronic report that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by
the Special Servicer or any of its Affiliates during the related Collection Period; provided, that no such report shall
be due in any month during which no Disclosable Special Servicer Fees were received.


 


(g)     
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees or rebates) from any Person (including, without limitation,
the Trust, any Mortgagor, any Manager, any guarantor or indemnitor in respect of a Serviced Mortgage Loan or Serviced Companion
Loan and any purchaser of any Serviced Mortgage Loan, Serviced Companion Loan or REO Property) in connection with the disposition,
workout or foreclosure of any Serviced Loan, the management or disposition of any REO Property, or the performance of any other
special servicing duties under this Agreement, other than as expressly provided in this Section 3.12; provided
that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees or the fees received by any Person acting
as an Outside Servicer or Outside Special Servicer as expressly provided for under the applicable Outside Servicing Agreement
with respect to an Outside Serviced Mortgage Loan, or as master servicer or special servicer as expressly provided for under the
applicable Other Pooling and Servicing Agreement governing the securitization of a Serviced Companion Loan. For the avoidance
of doubt, the foregoing is not intended to act as a prohibition on the right of any entity acting in the capacities of both Master
Servicer and Special Servicer from receiving or retaining any fees, compensation or other remuneration it is entitled to in its
capacity as Master Servicer pursuant to this Agreement.


 






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(h)     
If a Servicing Shift Mortgage Loan becomes a Specially Serviced Mortgage Loan prior to the related Servicing Shift Date, the Special
Servicer shall service and administer the related Loan Combination and any related REO Property in the same manner as any other
Specially Serviced Loan or REO Property and shall be entitled to all rights and compensation earned with respect to the related
Loan Combination during the period for which it acts as Special Servicer of the related Loan Combination. With respect to a Servicing
Shift Mortgage Loan, prior to the related Servicing Shift Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Mortgage Loan is still a Specially Serviced Mortgage Loan on the related
Servicing Shift Date, the related Outside Special Servicer and the Special Servicer shall be entitled to compensation with respect
to the related Loan Combination as if the Special Servicer were being terminated as Special Servicer and the related Outside Special
Servicer were replacing it as the successor special servicer. Upon receipt of notice of its termination as Special Servicer with
respect to a Servicing Shift Mortgage Loan, the Special Servicer shall reasonably cooperate with the related Outside Special Servicer
in connection with the servicing transition of such Servicing Shift Mortgage Loan on and after the related Servicing Shift Date.


 


Section 3.13      Compensating
Interest Payments. The Master Servicer shall deliver to the Certificate Administrator for deposit in the Lower-Tier REMIC
Distribution Account (other than the portion of any Compensating Interest Payment described below that is allocable to a Serviced
Companion Loan) on each Master Servicer Remittance Date, without any right of reimbursement therefor, an amount, with respect
to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) and any related Serviced Pari Passu Companion Loan, equal
to the lesser of:


 


(i)       the aggregate of all Prepayment Interest Shortfalls incurred in connection with voluntary Principal Prepayments received in respect
of the Mortgage Loans (other than the Outside Serviced Mortgage Loans) and any related Serviced Pari Passu Companion Loan(s) (in
each case other than a Specially Serviced Loan or a Mortgage Loan or any related Serviced Pari Passu Companion Loan on which the
Special Servicer allowed a prepayment on a date other than the applicable Due Date) for the related Distribution Date; and


 


(ii)     
the aggregate of (A) that portion of the Master Servicer’s Servicing Fees for the related Distribution Date that is,
in the case of each Mortgage Loan, Serviced Companion Loan and REO Loan for which such Servicing Fees are being paid in such Collection
Period, calculated at a rate of 0.00125% per annum, and (B) all Prepayment Interest Excesses received by the Master
Servicer during such Collection Period with respect to the Mortgage Loans (and, so long as a Loan Combination is serviced under
this Agreement, any related Serviced Companion Loan) subject to prepayment and net investment earnings on such Prepayment Interest
Excesses. In no event will the rights of the Certificateholders to the offset of the aggregate Prepayment Interest Shortfalls
be cumulative.


 


If
a Prepayment Interest Shortfall occurs with respect to a Mortgage Loan as a result of the Master Servicer allowing the related
Mortgagor to deviate from the terms of the related Loan


 



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Documents regarding Principal Prepayments (other than (w) if the
Mortgage Loan is an Outside Serviced Mortgage Loan, (x) subsequent to a default under the related Loan Documents or if the Mortgage
Loan is a Specially Serviced Loan, (y) pursuant to applicable law or a court order or otherwise in such circumstances where
the Master Servicer is required to accept such principal prepayment in accordance with the Servicing Standard, or (z) in
connection with the payment of any Insurance Proceeds or Condemnation Proceeds) (a “Prohibited 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) of the preceding paragraph, the amount of the Prepayment Interest Shortfall with respect
to such Mortgage Loan otherwise described in clause (i) of the preceding paragraph in connection with such Prohibited Prepayment.


 


Compensating
Interest Payments with respect to a Serviced Loan Combination shall be allocated: between the related Mortgage Loan and the related
Serviced Pari Passu Companion Loan(s) in accordance with their respective principal amounts, and the Master Servicer shall pay
the portion of such Compensating Interest Payments allocable to a related Serviced Pari Passu Companion Loan to the holder thereof.


 


Section 3.14      
Application of Penalty Charges and Modification Fees.


 


(a)      
On or prior to the second Business Day before each Master Servicer Remittance Date, the Master Servicer shall apply all Penalty
Charges and Modification Fees (to the extent permitted under any related Co-Lender Agreement (in the case of a Serviced Loan
Combination) and not applied pursuant to Section 3.06A(a)(ii) or Section 3.06(a)(ii), as applicable, of
this Agreement) received by it with respect to any Mortgage Loan or Serviced Loan Combination, including an Outside Serviced Mortgage
Loan (to the extent allocable to such Outside Serviced Mortgage Loan pursuant to the related Co-Lender Agreement and remitted
to the Master Servicer by the related Outside Servicer) during the related Collection Period, as follows:


 


(i)       
first, to the extent of all Penalty Charges and Modification Fees (in such order), to pay or reimburse the Master Servicer,
the Special Servicer and/or the Trustee, as applicable, for all outstanding Advances (including unreimbursed Advances that have
been determined to be Nonrecoverable Advances) and the related Advance Interest Amounts and other outstanding Additional Trust
Fund Expenses (exclusive of Special Servicing Fees, Workout Fees and Liquidation Fees) other than Borrower Delayed Reimbursements,
in each case, with respect to such Mortgage Loan or Serviced Loan Combination;


 


(ii)     
second, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the
Trust of all Advances (and related Advance Interest Amounts) with respect to such Mortgage Loan or Serviced Loan Combination previously
determined to be Nonrecoverable Advances and previously reimbursed to the Master Servicer, the Special Servicer and/or the Trustee,
as applicable, from amounts on deposit in the Collection Account (and such amounts will be retained or deposited in the Collection
Account as recoveries of such Nonrecoverable Advances and related Advance Interest Amounts) other than Borrower Delayed Reimbursements;


 






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(iii)     
third, to the extent of all remaining Penalty Charges and Modification Fees (in such order), as a reimbursement to the
Trust of all other Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) with respect
to such Mortgage Loan or Serviced Loan Combination previously paid from the Collection Account or related Loan Combination Custodial
Account (and such amounts will be retained or deposited in the Collection Account or related Loan Combination Custodial Account
as recoveries of such Additional Trust Fund Expenses) other than Borrower Delayed Reimbursements; and


 


(iv)     
fourth, to the extent of any remaining Penalty Charges and any remaining Modification Fees, to the Master Servicer or the
Special Servicer, as applicable, as servicing compensation, pro rata, based on their entitlement set forth in Section 3.12
of this Agreement prior to the applications set forth in clauses (i) through (iii) above;


 


provided
that, notwithstanding the foregoing, in the case of a Loan Combination, Penalty Charges shall be allocated for the purposes
and in the order set forth in the related Co-Lender Agreement.


 


(b)     
In connection with the operation of the provisions of this Section 3.14, not later than the 25th day of the month
in which each Distribution Date occurs (beginning with the 25th day of the month following the first Collection Period in which
an Additional Trust Fund Expense, Advance or Advance Interest Amount is incurred), the Master Servicer shall deliver to the Special
Servicer a report in the form reasonably agreed to by both the Master Servicer and the Special Servicer setting forth information
regarding (1) the amount of Penalty Charges, Modification Fees and Assumption Fees collected by the Master Servicer and the
Special Servicer, as applicable, and (2) the related loan expenses and other amounts paid to the Trust from such Penalty
Charges, Modification Fees and Assumption Fees, in each case for the related Collection Period or other reporting period as agreed
to by the Master Servicer and the Special Servicer. The Master Servicer shall respond promptly to any inquiries of the Special
Servicer with respect to the contents of any such report and shall provide any supporting information with respect thereto that
is reasonably requested by the Special Servicer.


 


Section 3.15      
Access to Certain Documentation. The Master Servicer and Special Servicer shall provide to the Trustee, the Certificate
Administrator, the Controlling Class Representative (but only prior to the occurrence and continuance of any Consultation
Termination Event), the Operating Advisor, the Underwriters, the Initial Purchasers, the Depositor and any Certificateholders
and Serviced Companion Loan Holders that are, in the case of any Certificateholder or Serviced Companion Loan Holder, federally
insured financial institutions, the Federal Reserve Board, the FDIC and the OCC and the supervisory agents and examiners of such
boards and such corporations, and any other governmental or regulatory body to the jurisdiction of which any Certificateholder
or Serviced Companion Loan Holder is subject, access to the documentation regarding the Mortgage Loans required by applicable
regulations of the Federal Reserve Board, FDIC, OCC or any such governmental or regulatory body, such access being afforded without
charge but only upon reasonable request and during normal business hours at the offices of the Master Servicer or Special Servicer
(which access shall be limited, in the case of the


 



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Serviced Companion Loan Holders or any regulatory authority seeking such access
in respect of the Serviced Companion Loan Holders, to records relating to the Serviced Companion Loans). Nothing in this Section 3.15
shall detract from the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure
of information with respect to the Mortgagors, and the failure of the Master Servicer and Special Servicer to provide access as
provided in this Section 3.15 as a result of such obligation shall not constitute a breach of this Section 3.15.


 


In
connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, a Serviced
Companion Loan Holder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion Loan
Holder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced Companion
Loan Holder of a sum sufficient to cover the reasonable costs and expenses of providing such information or access, including
copy charges and reasonable fees for employee time and for space; provided that no charge may be made if such information
or access was required to be given or made available without charge under applicable law. In connection with providing Certificateholders
or beneficial owners of Certificates access to the information described in the preceding paragraph, the Master Servicer and the
Special Servicer shall require (prior to affording such access) a written confirmation executed by the requesting Person
substantially in such form as may be reasonably acceptable to the Master Servicer or the Special Servicer, as the case may be,
generally to the effect that such Person is a Holder of Certificates or a beneficial holder of book entry Certificates and will
keep such information confidential.


 


In
addition, in connection with providing access to information pursuant to this Section 3.15, each of the Master Servicer
and the Special Servicer may (i) affix a reasonable disclaimer to any information provided by it for which it is not the
original source (without suggesting liability on the part of any other party hereto); (ii) affix to any information provided
by it a reasonable statement regarding securities law restrictions on such information and/or condition access to information
on the execution of a reasonable confidentiality agreement; (iii) withhold access to confidential information or any intellectual
property; and (iv) withhold access to items of information contained in the Servicing File for any Mortgage Loan or Serviced
Companion Loan if the disclosure of such items would constitute a waiver of the attorney-client privilege.


 


Each
of the Master Servicer and the Special Servicer, as applicable, shall, without charge, make a knowledgeable Servicing Officer
available via telephone to verbally answer questions from any applicable Directing Holder and Consulting Party (to the extent
such Consulting Party has consultation rights pursuant to Section 6.09), on a monthly basis, during regular business
hours at such time and for such duration as the Master Servicer or the Special Servicer, as applicable, on the one hand, and applicable
the Directing Holder, the Operating Advisor and any Risk Retention Consultation Party (to the extent such Risk Retention Consultation
Party has consultation rights pursuant to Section 6.09), as applicable, on the other hand, shall reasonably agree,
regarding the performance and servicing of the applicable Serviced Mortgage Loans and/or related REO Properties for which the
Master Servicer or the Special Servicer, as applicable, is responsible. In any event, the Directing Holder, the Operating Advisor
or any Risk Retention Consultation Party, as applicable, agrees to identify for the Master Servicer and the Special Servicer
in advance (but at least two (2) Business Days prior to the related monthly


 



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conference) the applicable Mortgage Loans (or Serviced
Loan Combination) and/or REO Properties it intends to discuss. As a condition to such disclosure, the related Directing Holder
shall execute a confidentiality agreement substantially in the form of Exhibit M-4 to this Agreement and an Investor
Certification.


 


The
Master Servicer may (but shall not be required to), in accordance with such rules and procedures as it may adopt in its sole discretion,
make available through the Master Servicer’s website or otherwise, any additional information relating to the Mortgage Loans,
the Serviced Companion Loans, the related Mortgaged Properties and/or the related Mortgagors that is not Privileged Information,
for review by the Depositor, the Trustee, the Master Servicer, the Special Servicer and the Operating Advisor.


 


The
Special Servicer shall deliver to the Operating Advisor such reports and other information produced or otherwise available to
any Outside Controlling Note Holder, the Controlling Class Representative or Certificateholders generally, as requested by
the Operating Advisor in support of the performance of the Operating Advisor’s obligations under this Agreement in electronic
format.


 


The
Operating Advisor hereby agrees that it shall use the information provided to it by the Special Servicer solely for purposes of
performing its duties as Operating Advisor under this Agreement and shall not disclose such information to any other Person or
entity except (i) with respect to Privileged Information, pursuant to Section 3.29(i) of this Agreement, or (ii) with
respect to any information other than Privileged Information, to the extent necessary to support its conclusions in its Operating
Advisor Annual Report required under Section 3.29 of this Agreement or to discharge its other duties under this Agreement.


 


Section 3.16      
Title and Management of REO Properties.


 


(a)      
In the event that title to any Mortgaged Property (other than a Mortgaged Property with respect to an Outside Serviced Mortgage
Loan) is acquired for the benefit of the applicable Certificateholders (or, with respect to a Serviced Loan Combination, for the
benefit of the applicable Certificateholders and the related Serviced Companion Loan Holder(s)) (as a collective whole as if such
Certificateholders and, if applicable, such Serviced Companion Loan Holder(s) constituted a single lender) (either by the Trust
Fund or by a single member limited liability company established for that purpose) in foreclosure, by deed-in-lieu
of foreclosure or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name
of a nominee of the Trustee (which shall not include the Master Servicer), or a separate trustee or co-trustee, on behalf
of the Trust Fund and any related Serviced Companion Loan Holders. The Special Servicer, on behalf of the Trust Fund, shall sell
any REO Property prior to the close of the third calendar year following the year in which the Lower-Tier REMIC acquires ownership
of such REO Property, within the meaning of Treasury Regulations Section 1.856-6(b)(1), for purposes of Code Section 860G(a)(8),
unless (i) the IRS grants (or does not deny) an extension of time (an “REO Extension”) to sell such REO
Property or (ii) the Special Servicer obtains an Opinion of Counsel for the Special Servicer, the Certificate Administrator
and the Trustee, addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect that the holding
by the Lower-Tier REMIC of


 



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such REO Property subsequent to the close of the third calendar year following the year in which
such acquisition occurred will not result in the imposition of taxes on “prohibited transactions” (as defined in Code
Section 860F) of any Trust REMIC, or cause any Trust REMIC to fail to qualify as a REMIC under the Code at any time that
any of the Lower-Tier Regular Interests or the Regular Certificates is outstanding. If the Special Servicer is granted (or
is not denied) the REO Extension contemplated by clause (i) of the immediately preceding sentence or obtains the Opinion
of Counsel contemplated by clause (ii) of the immediately preceding sentence, the Special Servicer shall sell such REO Property
within such longer period as is permitted by such REO Extension or such Opinion of Counsel, as the case may be. Any expense incurred
by the Special Servicer in connection with its receiving the REO Extension contemplated by clause (i) of the second preceding
sentence or its obtaining the Opinion of Counsel contemplated by clause (ii) of the second preceding sentence shall be an
expense of the Trust Fund payable out of the Collection Account pursuant to Section 3.06(a) of this Agreement. The
Special Servicer, on behalf of the Trust Fund and any related Serviced Companion Loan Holder, in accordance with the Servicing
Standard, shall dispose of any REO Property held by the Trust Fund (i) prior to the last day of such period (taking into
account extensions) by which such REO Property is required to be disposed of pursuant to the provisions of the immediately
preceding sentence in a manner provided under Section 3.17 of this Agreement and (ii) on the same terms and conditions
as if it were the owner of such REO Property. The Special Servicer shall manage, conserve, protect and operate each REO Property
for the Certificateholders and, if applicable, the related Serviced Companion Loan Holder, solely for the purpose of its prompt
disposition and sale in a manner which does not cause such REO Property to fail to qualify as “foreclosure property”
within the meaning of Code Section 860G(a)(8) or result in the receipt by the Trust Fund of any “income from non-permitted
assets” within the meaning of Code Section 860F(a)(2)(B) or (i) endanger the status of any Trust REMIC as
a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund.


 


(b)     
The Special Servicer shall have full power and authority, subject only to the specific requirements and prohibitions of this Agreement,
to do any and all things in connection with any REO Property (other than an REO Property related to an Outside Serviced Mortgage
Loan) as are consistent with the Servicing Standard and the terms of this Agreement, all on such terms and for such period as
the Special Servicer deems to be in the best interests of Certificateholders and, if applicable, the related Serviced Companion
Loan Holder(s) (as a collective whole as if such Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s)
constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of
any related Subordinate Companion Loan(s))), and, in connection therewith, the Special Servicer shall only agree to the payment
of management fees that are consistent with general market standards or to terms that are more favorable. Consistent with the
foregoing, the Special Servicer shall cause or permit to be earned with respect to such REO Property any “net income from
foreclosure property,” within the meaning of Code Section 860G(c), which is subject to tax under the REMIC Provisions
only if it has determined, and has so advised the Certificate Administrator in writing, that the earning of such income on a net
after-tax basis could reasonably be expected to result in a greater recovery on behalf of Certificateholders and, if applicable,
the related Companion Loan Holder(s) (as a collective


 



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 whole as if such Certificateholders and, if applicable, the related Companion
Loan Holder(s), constituted a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate
nature of any related Subordinate Companion Loan(s))) than an alternative method of operation or rental of such REO Property
that would not be subject to such a tax. The Special Servicer shall segregate and hold all revenues received by it with respect
to any REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to
any REO Property a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible
Account and (subject to any changes in the identities of the Special Servicer and/or the Trustee) shall be entitled “Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B15, [IN THE CASE OF AN REO PROPERTY RELATED TO A SERVICED LOAN COMBINATION: and the related
Serviced Companion Loan Holder(s), as their interests may appear]--REO Account.” The Special Servicer shall be entitled
to withdraw for its account any interest or investment income earned on funds deposited in an REO Account to the extent provided
in Section 3.07(b) of this Agreement. The Special Servicer shall deposit or cause to be deposited in the REO Account,
within two (2) Business Days after receipt of properly identified funds, all revenues and proceeds received by it with respect
to any REO Property, and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such
REO Property and for other Property Protection Expenses with respect to such REO Property, including:


 


(i)        all insurance premiums due and payable in respect of any REO Property;


 


(ii)     
 all real estate taxes and assessments in respect of any REO Property that may result in the imposition of a lien thereon;


 


(iii)    
 all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any REO Property including,
if applicable, the payments of any ground rents in respect of such REO Property; and


 


(iv)    
 any taxes imposed on any Trust REMIC in respect of net income from foreclosure property in accordance with Section 4.05
of this Agreement.


 


To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iv) above and the Special
Servicer has provided written notice of such shortfall to the Master Servicer at least five (5) Business Days (or, in an emergency
situation or on an urgent basis, two (2) Business Days, provided that the written notice sets forth the nature of the emergency
or the basis of the urgency) prior to the date that such amounts are due, the Master Servicer shall advance the amount of such
shortfall unless the Master Servicer determines, in accordance with the Servicing Standard, that such Advance would be a Nonrecoverable
Advance (in which case such costs shall be an expense of the Trust Fund and paid by the Master Servicer out of the Collection
Account). If the Master Servicer does not make any such Advance in violation of the immediately preceding sentence, the Trustee
shall make such Advance unless the Trustee


 



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determines that such Advance would be a Nonrecoverable Advance. The Trustee shall be
entitled to rely, conclusively, on any determination by the Master Servicer that an Advance, if made, would be a Nonrecoverable
Advance. The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith
business judgment. The Master Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Advance Rate) made pursuant to the preceding sentence, to the extent set forth in Section 3.06
and/or, if applicable, Section 3.06A of this Agreement. The Special Servicer shall withdraw from each REO Account
and remit to the Master Servicer for deposit into the Collection Account, or, for a Serviced Loan Combination, the related Loan
Combination Custodial Account, on a monthly basis prior to the related Master Servicer Remittance Date (but not earlier than two (2) Business
Days after such amounts are received and properly identified) the Net REO Proceeds, Net Liquidation Proceeds, Net Condemnation
Proceeds and Net Insurance Proceeds received or collected from each REO Property during the related Collection Period, except
that in determining the amount of any such Net REO Proceeds, the Special Servicer may retain in each REO Account reasonable reserves
for repairs, replacements and necessary capital improvements and other related expenses. Notwithstanding the foregoing, the Special
Servicer shall not:


 


(i)        permit the Trust Fund to enter into, renew or extend any New Lease, if the New Lease by its terms will give rise to any income
that does not constitute Rents from Real Property;


 


(ii)      
permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;


 


(iii)     
authorize or permit any construction on any REO Property, other than the repair or maintenance thereof or the completion of a
building or other improvement thereon, and then only if more than ten percent of the construction of such building or other improvement
was completed before default on the related Mortgage Loan or Serviced Loan Combination became imminent, all within the meaning
of Code Section 856(e)(4)(B); or


 


(iv)    
Directly Operate or allow any Person to Directly Operate any REO Property on any date more than 90 days after its date of
acquisition by the Trust Fund, unless such Person is an Independent Contractor;


 


unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, any
related Serviced Companion Loan Holder, the Certificate Administrator and the Trustee (which opinion shall be an expense of the
Trust Fund and, if any related Serviced Companion Loan is part of a REMIC, the related Serviced Companion Loan Holder) to the
effect that such action will not cause such REO Property to fail to qualify as “foreclosure property” within the meaning
of Code Section 860G(a)(8) (determined without regard to the exception applicable for purposes of Code Section 860D(a)) at
any time that it is held by the Trust Fund, in which case the Special Servicer may take such actions as are specified in such
Opinion of Counsel.


 


The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund and payable out of REO Proceeds, for


 



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the operation and management of any REO Property, within 90 days of
the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the Trustee and the Certificate Administrator
with an Opinion of Counsel that the operation and management of any REO Property other than through an Independent Contractor
shall not cause such REO Property to fail to qualify as “foreclosure property” within the meaning of Code Section 860G(a)(8)) (which
opinion shall be an expense of the Trust Fund), provided that:


 


(i)        the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not
be inconsistent herewith;


 


(ii)     
 any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such REO Property, including those listed above, and remit all related
revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than thirty days
following the receipt thereof by such Independent Contractor;


 


(iii)     
none of the provisions of this Section 3.16(b) relating to any such contract or to actions taken through any such
Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations to the Trust Fund
or the Trustee on behalf of the Certificateholders and, if applicable, any related Serviced Companion Loan Holder with respect
to the operation and management of any such REO Property; and


 


(iv)     
the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such REO Property.


 


The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.


 


(c)      
When and as necessary, the Special Servicer shall send to the Trustee and the Certificate Administrator and the related Serviced
Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) a
statement prepared by the Special Servicer setting forth the amount of net income or net loss, as determined for federal income
tax purposes, resulting from the operation and management of a trade or business on, the furnishing or rendering of a non-customary
service to the tenants of, or the receipt of any other amount not constituting Rents from Real Property in respect of, any REO
Property in accordance with Section 3.16(a) and Section 3.16(b) of this Agreement.


 


(d)     
Notwithstanding anything to the contrary, this Section 3.16 shall not apply to any REO Property related to an Outside
Serviced Mortgage Loan.


 






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Section 3.17      
Sale of Defaulted Loans and REO Properties; Sale of Outside Serviced Mortgage Loans.


 


(a)      
The parties hereto may sell or purchase, or permit the sale or purchase of, a Mortgage Loan (excluding an Outside Serviced
Mortgage Loan) only (i) on the terms and subject to the conditions set forth in this Section 3.17, (ii) as
otherwise expressly provided in or contemplated by Sections 2.04 and 9.01 of this Agreement, or (iii) (A) in
the case of a Mortgage Loan related to a Serviced Loan Combination in accordance with and subject to the provisions of the related
Co-Lender Agreement and Section 3.28 of this Agreement and (B) in the case of a Mortgage Loan with a related
mezzanine loan or subordinate mortgage loan, in accordance with and subject to the provisions of the related intercreditor agreement.


 


(b)     
Promptly upon a Serviced Loan becoming a Defaulted Loan and if the Special Servicer determines in accordance with the Servicing
Standard that it would be in the best interests of the applicable Certificateholders and, in the case of a Serviced Loan Combination,
any related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, in the case of a Serviced
Loan Combination, any related Serviced Companion Loan Holder(s), constituted a single lender) to attempt to sell such Defaulted
Loan, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted Loan on behalf of the Certificateholders
and, if applicable, any related Serviced Companion Loan Holder in such manner as will be reasonably likely to realize a fair price.
Subject to the other subsections of this Section 3.17, the Special Servicer shall accept the first (and, if multiple
offers are contemporaneously received, the highest) cash offer received from any Person that constitutes a fair price for such
Defaulted Loan. The Special Servicer shall notify any applicable Directing Holder and Consulting Party of any written offers (excluding,
for the sake of clarity, any unsuccessful bids received during an auction, whether live or on-line, that were lower than the accepted
offer) received regarding the sale of any Defaulted Mortgage Loan, in each case to the extent requested by any such party. Any
Serviced Companion Loan that is part of a Defaulted Serviced Loan Combination is to be sold together with the related Mortgage
Loan, subject to this Section 3.17 and any additional requirements set forth in the related Co-Lender Agreement.


 


(c)      
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder (in the case of a Serviced Loan Combination), each Risk Retention Consultation Party (other than with respect to any
related Excluded RRCP Mortgage Loan), and any applicable Directing Holder and Consulting Party not less than five (5) Business
Days’ prior written notice of its intention to sell any Defaulted Loan. No Interested Person shall be obligated to submit
an offer to purchase any Defaulted Loan, and notwithstanding anything to the contrary contained herein, neither the Trustee, in
its individual capacity, nor any of its Affiliates may offer to purchase, or purchase any Defaulted Loan pursuant hereto.


 


(d)     
Whether any cash offer constitutes a fair price for any Defaulted Loan for purposes of Section 3.17(b) of this Agreement
shall be determined by the Special Servicer, if the offeror is a Person other than an Interested Person, and by the Trustee, if
the offeror is an Interested Person (provided that the Trustee may not be an offeror); provided, 


 



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however,
that no offer from an Interested Person shall constitute a fair price unless (i) it is the highest offer received and (ii) at
least two other offers are received from independent third parties; and provided, further, notwithstanding the immediately
preceding proviso, the Purchase Price for any Defaulted Loan (and any equivalent amount for any related Serviced Companion Loan)
shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In all cases under this
Agreement (except to the extent the Trustee is not required to determine whether any cash offer constitutes a fair price for any
Defaulted Loan pursuant to the immediately preceding sentence), in determining whether any offer received from an Interested Person
represents a fair price for any Defaulted Loan, the Trustee shall (at the expense of the Interested Person) designate an independent
third party expert in real estate or commercial mortgage loan matters with at least five (5) years’ experience in valuing
or investing in mortgage loans similar to such Defaulted Loan or the related Defaulted Loan Combination, as applicable, that has
been selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such Defaulted
Loan; provided that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount
as determined by the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred
by any such third party pursuant to this Section 3.17(d) will be covered by, and will be reimbursable by the Interested
Person. The Trustee will be entitled to rely conclusively upon such third party’s determination. In determining whether
any such offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Loan, the Special
Servicer shall take into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it
may have obtained pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency
on such Defaulted Loan, the occupancy level and physical condition of the related Mortgaged Property and the state of the local
economy. The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested Person
represents a fair price for any Defaulted Loan shall be an Appraiser selected by the Special Servicer. The cost of any such Appraisal
shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person is offering
to purchase such Defaulted Loan.


 


(e)      
Subject to Section 3.17(a) through Section 3.17(d), Section 3.17(f), Section 3.17(g)
and Section 3.17(m), the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion
Loan Holder in negotiating and taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan,
and the collection of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of information
pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account or, if applicable,
the Loan Combination Custodial Account. Any sale of any Defaulted Loan shall be final and without recourse to the Trustee, the
Certificate Administrator or the Trust Fund (except such recourse to the Trust Fund imposed by those representations and warranties
typically given in such transactions, any appropriations applied thereto and any customary closing matters), and if such sale
is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer, the Depositor,
the Certificate Administrator, the Operating Advisor or the Trustee


 



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shall have any liability to any Certificateholder with respect
to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(f)      
Subject to (x) the rights of a holder of a mezzanine loan, under the respective intercreditor agreement, and (y) the rights of
a Subordinate Companion Loan Holder, under the respective Co-Lender Agreement, to purchase a Mortgage Loan or Serviced Loan
Combination (or senior portion thereof), unless and until a Defaulted Loan is sold pursuant to this Section , the Special
Servicer shall continue to service and administer such Defaulted Loan in accordance with the Servicing Standard and this Agreement
and shall pursue such other resolutions or recovery strategies including workout, foreclosure or sale of such Defaulted Loan,
as is consistent with this Agreement and the Servicing Standard.


 


(g)     
Any sale of a Defaulted Loan pursuant to this Section 3.17 shall be for cash only. The purchase price for any Defaulted
Loan purchased under this Section 3.17 or any Outside Serviced Mortgage Loan sold in accordance with the related Co-Lender
Agreement or Outside Servicing Agreement, shall be deposited into the Collection Account or the related Loan Combination Custodial
Account, as applicable, and the Certificate Administrator (or a Custodian appointed by it), upon receipt of (i) an Officer’s
Certificate from the Master Servicer to the effect that such deposit has been made and (ii) a Request for Release, shall release
or cause to be released to the purchaser of the Defaulted Loan the related Mortgage File, and the Trustee, the Master Servicer
or the Special Servicer, as applicable, shall execute and deliver such instruments of transfer or assignment, in each case without
recourse, as shall be necessary to vest in such purchaser ownership of such Defaulted Loan. In connection with any such purchase,
the Special Servicer and the Master Servicer shall deliver the related Servicing File (to the extent either has possession of
such file) to such purchaser.


 


(h)     
The parties hereto may sell or purchase, or permit the sale or purchase of, an REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) only on the terms and subject to the conditions set forth in this Section 3.17.


 


(i)       The Special Servicer shall use reasonable efforts to solicit offers for each REO Property (other than an REO Property related
to an Outside Serviced Mortgage Loan) on behalf of the Certificateholders and the related Serviced Companion Loan Holder in such
manner as will be reasonably likely to realize a fair price within the time period specified by Section 3.16 of this
Agreement. Subject to Section 3.17(m) of this Agreement, the Special Servicer shall accept the first (and, if multiple
offers are contemporaneously received, highest) cash offer received from any Person that constitutes a fair price for such
REO Property. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize
a fair price for any REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) within the time constraints
imposed by Section 3.16 of this Agreement, then the Special Servicer shall dispose of such REO Property upon such
terms and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery thereon under the circumstances
and, in connection therewith, shall accept the highest outstanding cash offer, regardless from whom received. The Liquidation
Proceeds (net of related Liquidation Expenses) for


 



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any REO Property sold hereunder shall be deposited in the Collection Account
or, if applicable, the related Loan Combination Custodial Account.


 


(j)       
The Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, any related Serviced Companion
Loan Holder and, to the extent requested by such party, any applicable Directing Holder and Consulting Party of any written offers
(excluding, for the sake of clarity, any unsuccessful bids received during an auction, whether live or on-line, that were lower
than the accepted offer), not less than three (3) Business Days’ prior written notice of its intention to sell any REO Property
(other than an REO Property related to an Outside Serviced Mortgage Loan) hereunder. No Interested Person shall be obligated to
submit an offer to purchase any REO Property, and notwithstanding anything to the contrary contained herein, neither the Trustee,
in its individual capacity, nor any of its Affiliates may offer to purchase, or purchase, any REO Property pursuant hereto.


 


(k)     
Whether any cash offer constitutes a fair price for any REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan) for purposes of Section 3.17(i) of this Agreement shall be determined by the Special Servicer,
if the offeror is a Person other than an Interested Person, and by the Trustee, if the offeror is an Interested Person (provided
that the Trustee may not be an offeror); provided, however, that no offer from an Interested Person shall constitute
a fair price unless (i) it is the highest offer received and (ii) at least two other offers are received from independent
third parties; and provided, further, notwithstanding the immediately preceding proviso, the Purchase Price for any such
REO Property shall be deemed a fair price in all cases, including with respect to any offer from an Interested Person. In determining
whether any offer received from an Interested Person represents a fair price for any such REO Property, the Trustee shall (at
the expense of the Interested Person) designate an independent third party expert in real estate or commercial mortgage loan matters
with at least five (5) years’ experience in valuing or investing in properties similar to such REO Property that has been
selected with reasonable care by the Trustee to determine if such cash offer constitutes a fair price for such REO Property; provided
that the Trustee will not engage a third party expert whose fees exceed a commercially reasonable amount as determined by
the Trustee. The reasonable costs of all appraisals, inspection reports and broker opinions of value incurred by any such third
party pursuant to this Section 3.17(k) will be covered by, and will be reimbursable by the Interested Person. The
Trustee will be entitled to rely conclusively upon such third party’s determination. In determining whether any such offer
from a Person other than an Interested Person constitutes a fair price for any such REO Property, the Special Servicer shall take
into account (in addition to the results of any Appraisal, updated Appraisal or narrative Appraisal that it may have obtained
pursuant to this Agreement within the prior 9 months), among other factors, the period and amount of any delinquency on the related
Mortgage Loan or Serviced Loan Combination, the occupancy level and physical condition of such REO Property, the state of the
local economy and the obligation to dispose of such REO Property within the time period specified in Section 3.16
of this Agreement. The appraiser conducting any new Appraisal for determining whether any offer from a Person other than an Interested
Person represents a fair price for any REO Property shall be an Appraiser selected by the Special Servicer. The cost of any such


 



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Appraisal shall be covered by, and shall be reimbursable to, the Master Servicer as a Property Advance if no Interested Person
is offering to purchase such REO Property.


 


(l)       Subject to Section 3.17(a) through Section 3.17(k) and Section 3.17(m) of this Agreement,
the Special Servicer shall act on behalf of the Trust Fund and any affected Serviced Companion Loan Holder in negotiating and
taking any other action necessary or appropriate in connection with the sale of any Defaulted Loan or REO Property (other than
an REO Property related to an Outside Serviced Mortgage Loan), and the collection of all amounts payable in connection therewith.
In connection therewith, the Special Servicer may charge prospective offerors, and may retain, fees that approximate the Special
Servicer’s actual costs in the preparation and delivery of information pertaining to such sales or exchanging offers without
obligation to deposit such amounts into the Collection Account or, if applicable, the related Loan Combination Custodial Account.
Any sale of any Defaulted Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) shall
be final and without recourse to the Trustee, the Certificate Administrator or the Trust Fund or any related Serviced Companion
Loan Holder (except such recourse to the Trust Fund and the related Serviced Companion Loan Holder imposed by those representations
and warranties typically given in such transactions, any appropriations applied thereto and any customary closing matters), and
if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer, the Master Servicer,
the Depositor, the Certificate Administrator, the Operating Advisor or the Trustee shall have any liability to any Certificateholder
with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.


 


(m)     
Notwithstanding any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated
to accept the highest cash offer for a Defaulted Loan if the Special Servicer determines (in consultation with any applicable
Directing Holder and Consulting Parties), in accordance with the Servicing Standard, that rejection of such offer would be in
the best interests of the applicable Certificateholders and, in the case of a Serviced Loan Combination (or applicable portion
thereof), the related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, if
applicable, any such related Serviced Companion Loan Holder(s) constituted a single lender), and the Special Servicer may accept
a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and good faith
judgment, that acceptance of such offer would be in the best interests of the applicable Certificateholders and, in the case of
a Serviced Loan Combination, any related affected Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, if applicable, such related Serviced Companion Loan Holder(s) constituted a single lender) (for example, if the prospective
buyer making the lower offer is more likely to perform its obligations or the terms offered by the prospective buyer making the
lower offer are more favorable).


 


Notwithstanding
any of the foregoing paragraphs of this Section 3.17, the Special Servicer shall not be obligated to accept the highest
cash offer for an REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan) if the Special Servicer
determines (in consultation with the applicable Consulting Parties), in accordance with the Servicing Standard, that rejection
of such offer would be in the best interests of the applicable Certificateholders and, in the case of an REO Property that corresponds
to a Serviced Loan Combination, the related


 



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Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders
and, if applicable, any Serviced Companion Loan Holder(s) constituted a single lender (and, in the case of a Serviced AB Loan
Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))), and the Special Servicer
may accept a lower cash offer (from any Person other than itself or an Affiliate) if it determines, in its reasonable and
good faith judgment, that acceptance of such offer would be in the best interests of the applicable Certificateholders and, in
the case of an REO Property that corresponds to a Serviced Loan Combination, any related Serviced Companion Loan Holder(s) (as
a collective whole as if such Certificateholders and, if applicable, any related Serviced Companion Loan Holder(s) constituted
a single lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related
Serviced Subordinate Companion Loan(s))) (for example, if the prospective buyer making the lower offer is more likely to perform
its obligations or the terms offered by the prospective buyer making the lower offer are more favorable).


 


(n)     
In no event shall the Trust Fund or the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer on
the Trust’s behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan, or any Companion Loan
or any Mortgage Loan.


 


(o)     
Notwithstanding anything herein to the contrary, any party identified in the related Co-Lender Agreement or Outside Servicing
Agreement (which, if the identified party is the holder of an Outside Serviced Mortgage Loan, shall mean the Controlling Class Representative
for so long as no Control Termination Event has occurred and is continuing), in its individual capacity and not on behalf of the
Trust, shall be entitled to purchase an Outside Serviced Mortgage Loan in accordance with the terms and conditions set forth in
the related Co-Lender Agreement and Outside Servicing Agreement. In no event shall the Trust Fund or the Trustee, the Master
Servicer or the Special Servicer on its behalf purchase, or pay or advance costs to purchase, any Outside Serviced Mortgage Loan
or the related Companion Loan(s) or any other Mortgage Loan.


 


(p)     
Notwithstanding anything to the contrary herein, any purchase or sale of a Specially Serviced Loan pursuant to this Section 3.17
will remain subject to the cure, purchase and other rights of, in each case if applicable, any related Subordinate Companion
Loan Holder as set forth in the related Co-Lender Agreement and any holder of a related mezzanine loan as set forth in the
related intercreditor agreement. The Special Servicer shall determine the price to be paid in accordance with the terms of the
related Co-Lender Agreement or the related mezzanine loan intercreditor agreement in connection with any such purchase rights
in favor of any related Subordinate Companion Loan Holder or mezzanine loan holder and shall provide such notices to the related
Subordinate Companion Loan Holder or the holder of a related mezzanine loan as are required by the related Co-Lender Agreement
or the related mezzanine loan intercreditor agreement in connection with each such holders’ purchase rights.


 


(q)     
With respect to any Serviced Loan Combination (other than any such Loan Combination that is a Serviced Outside Controlled Loan
Combination), the parties hereto acknowledge that the related Co-Lender Agreement provides that if such Serviced Loan Combination
becomes a Defaulted Serviced Loan Combination, and if the Special Servicer


 



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determines to sell the related Serviced Mortgage Loan
in accordance with this Section 3.17, then the Special Servicer will be required to sell each related Serviced Pari
Passu Companion Loan together with such Serviced Mortgage Loan as a single whole loan in accordance with this Agreement and subject
to any rights of the related Directing Holder and/or the holder of any related Serviced Pari Passu Companion Loan hereunder or
under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special Servicer shall not sell
any such Serviced Loan Combination if it becomes a Defaulted Serviced Loan Combination without the written consent of each related
Serviced Pari Passu Companion Loan Holder (provided that such consent is not required if the consenting party is the related
Mortgagor or an Affiliate of the related Mortgagor) unless the Special Servicer has delivered (which delivery may be by electronic
mail to the extent it would not be prohibited under the terms of the related Co-Lender Agreement) to such related Serviced
Pari Passu Companion Loan Holder (at the expense of such Serviced Pari Passu Companion Loan Holder to the extent permitted under
the terms of the related Co-Lender Agreement; provided, that to the extent an Other Securitization Trust is the related
Serviced Pari Passu Companion Loan Holder, no such expense shall be payable out of such Other Securitization Trust or by the parties
to the related Other Pooling and Servicing Agreement): (a) at least 15 Business Days’ prior written notice of any decision
to attempt to sell such Defaulted Serviced Loan Combination; (b) at least 10 days prior to the proposed sale date, a
copy of each bid package (together with any material amendments to such bid packages) received by the Special Servicer in connection
with any such proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal
for the subject Serviced Loan Combination, and any documents in the Servicing File reasonably requested by such related Serviced
Pari Passu Companion Loan Holder that are material to the price of the subject Serviced Loan Combination; and (d) until the
sale is completed, and a reasonable period of time (but no less time than is afforded to other offerors) prior to the proposed
sale date, all information and other documents being provided to other offerors and all leases or other documents that are approved
by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that a related Serviced Pari Passu
Companion Loan Holder may waive as to itself any of the delivery or timing requirements set forth in this sentence. The applicable
Directing Holder and each related Serviced Pari Passu Companion Loan Holder may submit an offer to purchase, and any such party
is permitted to be the purchaser at any sale of, the subject Defaulted Serviced Loan Combination unless such Person is the related
Mortgagor or an agent or Affiliate of the related Mortgagor.


 


(r)      
With respect to any Serviced Loan Combination that is a Serviced Outside Controlled Loan Combination, the parties hereto acknowledge
that the related Co-Lender Agreement provides that if such Serviced Loan Combination becomes a Defaulted Serviced Loan Combination,
and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with this Section 3.17,
then the Special Servicer will be required to sell each related Serviced Pari Passu Companion Loan together with such Serviced
Mortgage Loan as a single whole loan in accordance with this Agreement and subject to any rights of any related Outside Controlling
Note Holder, the Controlling Class Representative and/or the holder of any related non-controlling Serviced Pari Passu
Companion Loan hereunder or under the related Co-Lender Agreement. Notwithstanding anything to the contrary herein, the Special
Servicer shall not sell any such Serviced Loan


 



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Combination if it becomes a Defaulted Serviced Loan Combination without the written
consent of the Controlling Class Representative (unless a Consultation Termination Event exists), the related Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan (provided that such consent
is not required if the consenting party is the related Mortgagor or an Affiliate of the related Mortgagor) unless the Special
Servicer has delivered (which delivery may be by electronic mail to the extent it would not be prohibited under the terms of the
related Co-Lender Agreement) to the Controlling Class Representative, the related Outside Controlling Note Holder and
the holder of each related non-controlling Serviced Pari Passu Companion Loan (at the expense of such Outside Controlling
Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan, to the extent permitted under
the terms of the related Co-Lender Agreement): (a) at least 15 Business Days’ prior written notice of any decision to
attempt to sell such Serviced Loan Combination; (b) at least 10 days prior to the proposed sale date, a copy of each bid
package (together with any material amendments to such bid packages) received by the Special Servicer in connection with any such
proposed sale; (c) at least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the subject
Serviced Loan Combination, and any documents in the Servicing File reasonably requested by the Controlling Class Representative,
the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced Pari Passu Companion Loan
that are material to the price of the subject Serviced Loan Combination; and (d) until the sale is completed, and a reasonable
period of time (but no less time than is afforded to other offerors and the Controlling Class Representative) prior to the
proposed sale date, all information and other documents being provided to other offerors and all leases or other documents that
are approved by the Master Servicer or the Special Servicer in connection with the proposed sale; provided, that the Controlling
Class Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling Serviced
Pari Passu Companion Loan may each waive as to itself any of the delivery or timing requirements set forth in this sentence. The
Controlling Class Representative, the related Outside Controlling Note Holder and the holder of each related non-controlling
Serviced Pari Passu Companion Loan shall be permitted to submit an offer to purchase, and any such party is permitted to be the
purchaser at any sale of, the subject Serviced Loan Combination unless such Person is the related Mortgagor or an agent or Affiliate
of the related Mortgagor.


 


Notwithstanding
the prior paragraph, with respect to each Serviced AB Loan Combination, if such Serviced AB Loan Combination becomes a Defaulted
Serviced Loan Combination, and if the Special Servicer determines to sell the related Serviced Mortgage Loan in accordance with
this Section 3.17, then the Special Servicer shall not be permitted or required to sell the related Serviced Subordinate
Companion Loan(s) together with such Serviced Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) as a single
whole loan except as required by the related Co-Lender Agreement.


 


(s)      
With respect to any Outside Serviced Mortgage Loan upon becoming a “Defaulted Mortgage Loan” (as such term
or any analogous term is defined pursuant to the terms of the applicable Outside Servicing Agreement), and with respect to any
REO Property related to an Outside Serviced Mortgage Loan, the liquidation of such Outside Serviced Mortgage Loan or such REO
Property shall be administered by the related


 



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Outside Special Servicer in accordance with the applicable Outside Servicing Agreement
and the related Co-Lender Agreement. Any such sale of an Outside Serviced Mortgage Loan or any related REO Property pursuant
to the applicable Outside Servicing Agreement and/or the related Co-Lender Agreement shall be final and without recourse to
the Trustee or the Trust, and none of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
shall have any liability to any Certificateholder with respect to the purchase price for such Outside Serviced Mortgage Loan or
such REO Property accepted on behalf of the Trust. Any proceeds of such a sale received by the Trust Fund shall be promptly deposited
in the Collection Account.


 


Section 3.18      
Additional Obligations of the Master Servicer; Inspections; Obligation to Notify Ground Lessors; Delivery of Certain Reports
to the Serviced Companion Loan Holder.


 


(a)      
The Master Servicer (or, with respect to Specially Serviced Loans and REO Properties, the Special Servicer) shall inspect or cause
to be inspected each Mortgaged Property that secures a Serviced Loan at such times and in such manner as are consistent with the
Servicing Standard, but in any event at least once every calendar year with respect to such Mortgaged Property relating to Serviced
Mortgage Loans with an outstanding principal balance of $2,000,000 or more and at least once every other calendar year with respect
to such Mortgaged Property relating to Serviced Mortgage Loans with an outstanding principal balance of less than $2,000,000,
in each case commencing in 2021; provided that the Master Servicer is not required to inspect any Mortgaged Property that
has been inspected by the Special Servicer during the preceding 12 months. If any Serviced Mortgage Loan or Serviced Loan Combination
becomes a Specially Serviced Loan, the related Mortgaged Property shall be inspected by the Special Servicer as soon as practicable
and thereafter at least every calendar year for so long as such condition exists. The cost of any annual inspection, or bi-annual
inspection, as the case may be, shall be borne by the Master Servicer unless the related Serviced Mortgage Loan or Serviced Loan
Combination is a Specially Serviced Loan. The Master Servicer shall reimburse the Special Servicer for the cost of any inspection
of a Specially Serviced Loan as a Property Advance (or as an expense of the Trust Fund and paid by the Master Servicer out of
the Collection Account if such Property Advance would be a Nonrecoverable Advance) and any out-of-pocket costs incurred
with respect to such inspection shall be borne by the Trust Fund. The Special Servicer or the Master Servicer, as applicable,
shall prepare or cause to be prepared a written report of each such inspection performed by it pursuant to this Section 3.18(a),
and shall, within five (5) Business Days following completion, deliver or make available a copy (in electronic format) of each
such report to (i) in the case of any such report prepared by the Special Servicer, the Master Servicer (who shall deliver or
make available such report to the Certificate Administrator) or (ii) in the case of any such report prepared by the Master Servicer
or received by the Master Servicer pursuant to clause (i) of this sentence, the Certificate Administrator (who shall post
such report to the Certificate Administrator’s Website for review by Privileged Persons in accordance with Section 4.02(a)).


 


(b)     
The Master Servicer shall, as to each Mortgage Loan (excluding an Outside Serviced Mortgage Loan) which is secured by the interest
of the related Mortgagor under


 



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a Ground Lease, even if the corresponding fee interest is encumbered, promptly (and in any event
within 60 days following the later of the Closing Date or its receipt of a copy of the Ground Lease) notify the related ground
lessor of the transfer of such Mortgage Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor that any
notices of default under the related Ground Lease should thereafter be forwarded to the Master Servicer. The Master Servicer shall
forward to the Special Servicer any written notice of default under a ground lease.


 


(c)      
The Master Servicer and the Special Servicer shall each promptly prepare or cause to be prepared and deliver to each Serviced
Companion Loan Holder a written report, prepared in the manner set forth in Section 4.02, of each inspection performed
by it with respect to the related Mortgaged Property and Serviced Companion Loan related thereto.


 


(d)      
The Master Servicer is hereby authorized to exercise any rights granted under the applicable Outside Servicing Agreement in favor
of the Trust (or a party on its behalf) as the holder of each Outside Serviced Mortgage Loan to obtain information from the
related Outside Servicer (or other similar parties with an obligation to make advances) in connection with making nonrecoverability
determinations. The Master Servicer shall promptly deliver to any related Outside Servicer, upon request, such information in
the Master Servicer’s possession as the related Outside Servicer reasonably requests in order to determine whether an advance
similar to a P&I Advance would be “nonrecoverable.”


 


(e)      
If required under the related Co-Lender Agreement, the Master Servicer shall promptly deliver to each Serviced Companion Loan
Holder or provide electronically: (i) copies of operating statements and rent rolls; (ii) annual CREFC®
NOI Adjustment Worksheets (with annual operating statements as exhibits); and (iii) annual CREFC® Operating
Statement Analysis Reports, in each case prepared, received or obtained by it pursuant to this Agreement with respect to the Mortgaged
Properties securing the related Serviced Companion Loan.


 


Section 3.19      
Lock-Box Accounts, Escrow Accounts.


 


Except
with respect to the Outside Serviced Mortgage Loans, the Master Servicer shall administer each Lock-Box Account and Escrow
Account in accordance with the related Mortgage or Loan Agreement or Lock-Box Agreement, if any, and administer any letters
of credit pursuant to the related letter of credit agreement and the Loan Documents.


 


Notwithstanding
the foregoing, to the extent that any cash amounts are held in an Escrow Account or other cash collateral account and the mortgagee
under the related Loan Documents is permitted, but not required, to apply such amounts to prepay the related Mortgage Loan (or
Serviced Loan Combination), neither the Master Servicer nor the Special Servicer shall apply such amounts to prepay the Mortgage
Loan (or Serviced Loan Combination) until after the occurrence of an event of default under the Mortgage Loan (or Serviced Loan
Combination) that may result in the Mortgage Loan (or Serviced Loan Combination) being accelerated or becoming a Specially Serviced
Loan.


 






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Section 3.20      
Property Advances.


 


(a)      
Except with respect to an Outside Serviced Mortgage Loan, the Master Servicer (or, to the extent provided in Section 3.20(b)
of this Agreement, the Trustee) shall make any Property Advances as and to the extent incidental to the performance of
its duties under this Agreement or otherwise required pursuant to the terms hereof; provided that no Property Advances
shall be made with regard to a Subordinate Companion Loan if the related Mortgage Loan is no longer held by the Trust. The Special
Servicer shall give the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder not less than five (or, in
the case of Emergency Advances pursuant to Section 3.20(e) of this Agreement, two) Business Days’ written notice
before the date on which the Master Servicer is requested to make any Property Advance with respect to a given Specially Serviced
Loan or REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan). In addition, the Special Servicer
shall provide the Master Servicer, the Trustee and any affected Serviced Companion Loan Holder with such information in its possession
as the Master Servicer, the Trustee or such Serviced Companion Loan Holder, as applicable, may reasonably request to enable the
Master Servicer or the Trustee, as applicable, to determine whether a requested Property Advance would constitute a Nonrecoverable
Advance. Any such notice by the Special Servicer to the Master Servicer of a required Property Advance shall be deemed to be a
determination by the Special Servicer that such requested Property Advance is not a Nonrecoverable Advance, and the Master Servicer
shall be entitled to conclusively rely on such determination. In the absence of a determination by the Special Servicer that a
Property Advance is a Nonrecoverable Advance, all determinations of recoverability with respect to Property Advances to be made
(or contemplated to be made) by the Master Servicer or the Trustee will remain with the Master Servicer or the Trustee, as applicable.
On the fourth Business Day before each Distribution Date, the Special Servicer shall report to the Master Servicer the Special
Servicer’s determination as to whether any Property Advance previously made with respect to a Specially Serviced Loan is
a Nonrecoverable Advance promptly after making such determination. The Master Servicer and the Trustee shall be entitled to conclusively
rely on and shall be bound by such a determination and shall be bound by a determination by the Special Servicer that a Property
Advance previously made or contemplated to be made with respect to a Specially Serviced Loan is or would be a Nonrecoverable Advance.
Although the Special Servicer may determine whether a Property Advance is a Nonrecoverable Advance, the Special Servicer will
have no right to (i) make an affirmative determination that any Property Advance previously made or to be made (or contemplated
to be made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have
been made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination
that any Property Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed
to limit the Special Servicer’s right to make a determination that a Property Advance to be made (or contemplated to be
made) would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 3.20. The
Master Servicer and the Special Servicer shall consider Unliquidated Advances in respect of prior Property Advances for the purposes
of non-recoverability determinations as if such amounts were unreimbursed Property Advances.


 






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For
purposes of distributions to Certificateholders and Serviced Companion Loan Holders and compensation to the Master Servicer or
the Trustee, Property Advances shall not be considered to increase the principal balance of any Mortgage Loan or Serviced Loan
Combination, notwithstanding that the terms of such Mortgage Loan or Serviced Loan Combination so provide.


 


(b)     
The Master Servicer shall notify the Trustee, the Special Servicer and any related Serviced Companion Loan Holder in writing promptly
upon, and in any event within one (1) Business Day after, becoming aware that it will be unable to make any Property Advance required
to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Property
Advance, the Person to whom it will be paid, and the circumstances and purpose of such Property Advance, and shall set forth therein
information and instructions for the payment of such Property Advance, and, on the date specified in such notice for the payment
of such Property Advance, or, if the date for payment has passed or if no such date is specified, then within five (5) Business
Days following such notice, the Trustee, subject to the provisions of Section 3.20(c) of this Agreement, shall pay
the amount of such Property Advance in accordance with such information and instructions. Any notice to the Trustee pursuant to
this Section shall be deemed to be given to a Responsible Officer of the Trustee if made in accordance with Section 12.04
of this Agreement.


 


(c)      
None of the Master Servicer, the Special Servicer or the Trustee shall be obligated to make a Property Advance as to any Mortgage
Loan or Serviced Loan Combination or REO Property if the Master Servicer, the Special Servicer or the Trustee, as applicable,
determines that such Advance will be a Nonrecoverable Advance. The determination by any Person with an obligation hereunder to
make Property Advances that it has made a Nonrecoverable Advance or that any proposed Property Advance, if made, would constitute
a Nonrecoverable Advance or a determination by the Special Servicer that a Property Advance previously made or proposed to be
made is or would, if made, constitute a Nonrecoverable Advance, shall be made by such Person (i) in the case of the Master
Servicer or the Special Servicer, in accordance with the Servicing Standard and (ii) in the case of the Trustee, in accordance
with its good faith business judgment and shall be evidenced by an Officer’s Certificate delivered on or prior to the next
Master Servicer Remittance Date to (1) the affected Serviced Companion Loan Holders or their Companion Loan Holder representatives
(and the related master servicer and special servicer under any related Other Pooling and Servicing Agreement, if applicable),
in the case of any Serviced Loan Combination, (2) the Trustee (unless it is the Person making the determination), (3) the
Controlling Class Representative (prior to the occurrence and continuance of a Control Termination Event), (4) in the
case of a Property Advance with respect to any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note
Holder, (5) the Master Servicer (unless it is the Person making the determination), (6) the Special Servicer (unless
it is the Person making the determination), and (7) the Depositor (if the Trustee is making the determination), setting forth
the basis for such determination, together with any other information that supports such determination together with a copy of
any Appraisal of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense of the
Trust Fund, shall take into account any material change in circumstances of which such Person is aware or such Person has received
new information, either of which has a material effect on the value and shall have been


 



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conducted in accordance with the standards
of the Appraisal Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied
by related Mortgagor operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to
the extent available and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar
reports that such Person may have obtained and that support such determination. In connection with a determination by the Special
Servicer, the Master Servicer or the Trustee as to whether a Property Advance previously made or to be made constitutes or would
constitute a Nonrecoverable Advance:


 


(A)      
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)      
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information as reasonably may be required for such purposes;


 


(C)      
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed Property
Advance, if made, would be a Nonrecoverable Advance or that any outstanding Property Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if
it is an applicable Consulting Party and, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan
Combination, the related Outside Controlling Note Holder notice of such determination, which determination shall be conclusive
and binding on the Master Servicer and the Trustee (but this statement shall not be construed to entitle the Special Servicer
to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination,
that a Property Advance constitutes or would constitute a Nonrecoverable Advance);


 


(D)      
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a Property
Advance is or, if made, would be a Nonrecoverable Advance, and the Master Servicer shall be entitled to rely, conclusively, on
any determination by the Special Servicer that a Property Advance is or, if made, would be a Nonrecoverable Advance;


 






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(E)        any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 3.20
with respect to the non-recoverability of Property Advances shall be conclusive and binding on the Master Servicer (in
the case of such a determination by the Special Servicer) and the Trustee; and


 


(F)     
  notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any Property Advance would be recoverable (unless a non-recoverability determination has been made by the other
servicer in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely
upon any determination by the Special Servicer that any Property Advance would be recoverable.


 


(d)     
The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Property
Advances made by any of them to the extent permitted pursuant to Section 3.06(a)(ii) or Section 3.06A(a)(ii)
of this Agreement, together with any related Advance Interest Amount in respect of such Property Advances, and the Master
Servicer and the Special Servicer, as applicable, hereby covenant and agree to use efforts consistent with the Servicing Standard
to obtain the reimbursement of such Property Advances from the related Mortgagors to the extent permitted by applicable law and
the related Loan Documents.


 


(e)      
Notwithstanding anything to the contrary contained in this Agreement, if a Property Advance is required to be made under this
Agreement with respect to any Specially Serviced Loan or REO Property (other than an REO Property related to an Outside Serviced
Mortgage Loan), the Special Servicer shall request that the Master Servicer make such Property Advance, such request to be made,
in writing, at least five (5) Business Days (or, in the case of an Emergency Advance, two (2) Business Days, provided
that the written request sets forth the nature of the emergency or the basis of the urgency) in advance of the date on
which such Property Advance is required to be made hereunder and to be accompanied by such information and documentation regarding
the subject Property Advance as the Master Servicer may reasonably request, subject to the Master Servicer’s right to determine
that such Property Advance does not constitute or would not constitute a Nonrecoverable Advance. The Master Servicer shall have
the obligation to make any such Property Advance that it is so requested by the Special Servicer to make, within five (5) Business
Days (or, in the case of an Emergency Advance, two (2) Business Days) of the Master Servicer’s receipt of such request.
The Special Servicer shall have no obligation to make any Property Advance; provided that the Special Servicer may in its
sole discretion elect to make an Emergency Advance, and the Master Servicer shall reimburse the Special Servicer for such Property
Advance (with interest thereon), provided that such Advance is not determined by the Master Servicer, in accordance with the Servicing
Standard, to be nonrecoverable. The Master Servicer shall be entitled to reimbursement for any Advance made by it at the direction
of the Special Servicer, together with interest thereon at the same time, in the same manner and to the same extent as the Master
Servicer is entitled with respect to any other Advances made thereby.


 






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(f)      
Within five (5) Business Days of making an Emergency Advance pursuant to the proviso to the penultimate sentence of Section 3.20(e),
the Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Emergency Advance, along with all
information and documentation regarding the subject Emergency Advance as the Master Servicer may reasonably request, and the Master
Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any such unreimbursed
Emergency Advances (other than any Emergency Advance determined by the Master Servicer, in accordance with Section 3.20(c)
of this Agreement, to be a Nonrecoverable Property Advance) made by the Special Servicer pursuant to the proviso to the penultimate
sentence of Section 3.20(e), together with interest thereon at the Advance Rate from the date made to, but not including,
the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business
Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an
account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer
of any Emergency Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.20(f),
the Master Servicer shall for all purposes of this Agreement be deemed to have made such Emergency Advance at the same time as
the Special Servicer actually made such Emergency Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed
for such Emergency Advance, together with interest thereon at the Advance Rate, at the same time, in the same manner and to the
same extent as the Master Servicer would otherwise have been entitled if it had actually made such Emergency Advance at the time
the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.20(f), the Master Servicer shall
not be required to reimburse the Special Servicer for any Emergency Advance if the Master Servicer determines in accordance with
Section 3.20(c) of this Agreement that such Emergency Advance, although not characterized by the Special Servicer
as a Nonrecoverable Property Advance, is in fact a Nonrecoverable Property Advance. The Master Servicer shall notify the Special
Servicer in writing of such determination and, if applicable, such Nonrecoverable Property Advance shall be reimbursed to the
Special Servicer pursuant to Section 3.06(a) of this Agreement.


 


Section 3.21      
Appointment of Special Servicer; Asset Status Reports.


 


(a)      
Midland Loan Services, a Division of PNC Bank, National Association is hereby appointed as the initial Special Servicer to specially
service each of the Mortgage Loans and each Serviced Loan Combination (other than the Outside Serviced Mortgage Loans).


 


(b)     
The Special Servicer, at the earlier of (x) within 60 days after a Servicing Transfer Event occurs and (y) prior
to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision)
with respect to a Specially Serviced Loan, shall prepare a report (the “Asset Status Report”) for the related
Mortgage Loan or Serviced Loan Combination. Each Asset Status Report shall be delivered in electronic format to the Operating
Advisor (subject to Section 3.21(e) of this Agreement), any applicable Directing Holder, and any applicable Consulting
Parties and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of 


 



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this Agreement, the Rule 17g-5 Information Provider; provided, however, the Special Servicer shall not
be required to deliver an Asset Status Report to the related Directing Holder if they are the same entity. The Special Servicer
shall notify the Operating Advisor of whether any Asset Status Report delivered to the Operating Advisor is a Final Asset Status
Report, which notification may be satisfied by (i) delivery of an Asset Status Report that is either signed by the Directing
Holder or that otherwise includes an indication that such Asset Status Report is deemed approved due to the passage of any required
consent or consultation time period or (ii) such other method as reasonably agreed to by the Operating Advisor and the Special
Servicer. The Special Servicer shall deliver a summary of each Final Asset Status Report to the Certificate Administrator. Such
Asset Status Report shall be consistent with the Servicing Standard and set forth the following information to the extent reasonably
determinable:


 


(i)       summary of the status of the related Mortgage Loan or Serviced Loan Combination and any negotiations with the Mortgagors;


 


(ii)     
if a Servicing Transfer Event has occurred and is continuing:


 


(A)      
a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent with
the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties
or other collateral for the Mortgage Loan or Serviced Loan Combination and whether outside legal counsel has been retained;


 


(B)      
the most current rent roll and income or operating statement available for the related Mortgaged Properties;


 


(C)      
the Special Servicer’s recommendations on how the related Mortgage Loan might be returned to performing status or otherwise
realized upon;


 


(D)      
a copy of the last obtained Appraisal of the Mortgaged Property;


 


(E)       
the status of any foreclosure actions or other proceedings undertaken with respect thereto, any proposed workouts with respect
thereto and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults
under the related Mortgage Loan or Serviced Loan Combination;


 


(F)       
a description of any amendment, modification or waiver of a material term of any ground lease; and


 


(G)      
if the Special Servicer elects to proceed with a non-judicial foreclosure, then a statement as to (i) whether there was
a violation of a non-recourse carve-out under the related Mortgage Loan or Serviced Loan


 



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Combination and (ii) any
determination not to pursue a deficiency judgment against the related Mortgagor or guarantor;


 


(iii)     
a description of any such proposed or taken actions;


 


(iv)     
the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or
taken actions;


 


(v)      
the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the
Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;


 


(vi)     
an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value
basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and
(y) the net present value calculation (including the applicable Calculation Rate used) and all related assumptions; and


 


(vii)     such other information as the Special Servicer deems relevant in light of the proposed or taken action and the Servicing Standard.


 


If
any applicable Directing Holder does not disapprove an Asset Status Report in writing within 10 Business Days of receiving
such Asset Status Report, then such Directing Holder shall be deemed to have approved such Asset Status Report and the Special
Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that
the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable
Loan Documents. If the applicable Directing Holder disapproves such Asset Status Report within 10 Business Days of receipt
and the Special Servicer has not made the affirmative determination contemplated below, the Special Servicer shall revise such
Asset Status Report and deliver to the Operating Advisor (subject to Section 3.21(e) of this Agreement), any applicable
Directing Holder, any applicable Consulting Party and, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider a new Asset Status Report
as soon as practicable, but in no event later than 30 days after such disapproval. The Special Servicer shall revise such
Asset Status Report as described above until the related Directing Holder (but, if the Controlling Class Representative is
the related Directing Holder, only if a Control Termination Event does not exist and only if an Excluded Mortgage Loan is not
involved) shall fail to disapprove such revised Asset Status Report in writing within 10 Business Days of receiving such revised
Asset Status Report or until the Special Servicer makes a determination, consistent with the Servicing Standard, that such objection
is not in the best interests of all the Certificateholders and, if applicable, the related Serviced Companion Loan Holder(s) (as
a collective whole as if such Certificateholders, and/or Serviced Companion Loan Holder(s), if applicable, constitute a single
lender (and, in the case of a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate
Companion Loan(s))). The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and
implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of
this Section 3.21(b). If the related Directing Holder does not approve an Asset Status Report within 60 Business Days


 



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from the first submission thereof, the Special Servicer shall take such action as directed by the related Directing Holder, provided
such action does not violate the Servicing Standard (or, if such action would violate the Servicing Standard, the Special
Servicer shall take such action as was reflected in the most recent Asset Status Report prepared by the Special Servicer with
respect to the subject Serviced Loan that is consistent with the Servicing Standard). Notwithstanding the foregoing, if the Special
Servicer determines that emergency action is necessary to protect the related Mortgaged Property or the interests of the Certificateholders
and any related Serviced Companion Loan Holder(s), or if a failure to take any such action at such time would be inconsistent
with the Servicing Standard, the Special Servicer may take actions with respect to the related Mortgaged Property before the expiration
of a 10 Business Day period if the Special Servicer reasonably determines in accordance with the Servicing Standard that
failure to take such actions before the expiration of a 10 Business Day period would materially and adversely affect the interest
of the Certificateholders and any related Serviced Companion Loan Holder(s) (if applicable) and the Special Servicer has made
a reasonable effort to contact the related Directing Holder (during the period that such Directing Holder has approval rights);
provided that the foregoing shall not relieve the Special Servicer of its duties to comply with the Servicing Standard.
If the Special Servicer acts or intends to act in accordance with either of the prior two sentences, then the Special Servicer
shall act in accordance with the most recent Asset Status Report provided by the Special Servicer with respect to the subject
Serviced Loan that is consistent with the Servicing Standard and such Asset Status Report shall be deemed a Final Asset Status
Report. To the extent that the Special Servicer received notice of an Excluded Controlling Class Mortgage Loan (in the form
of Exhibit M-1C or M-1F), any Asset Status Report or Excluded Information delivered with respect to
an Excluded Controlling Class Mortgage Loan shall be labeled by the Special Servicer with “Excluded Information”
followed by the loan number and loan name.


 


After
the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall consult
on a non-binding basis with the Operating Advisor in connection with each Asset Status Report prior to finalizing and executing
such Asset Status Report and the Operating Advisor shall propose, by written notice, alternative courses of action within 10 Business
Days of receipt of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best
interest of the Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes),
as a collective whole as if such Certificateholders constituted a single lender. In addition, , with respect to a Serviced Loan
Combination, at all times if and to the extent so provided in the related Co-Lender Agreement, any related Serviced Pari Passu
Companion Loan Holder (or its Companion Loan Holder Representative) shall be entitled to consult on a non-binding basis with
the Special Servicer and propose alternative courses of action in respect of any Asset Status Report within 10 Business Days of
receiving such Asset Status Report; provided that, in the case of a Serviced Outside Controlled Loan Combination, a related
Serviced Pari Passu Companion Loan Holder (or its Companion Loan Holder Representative) may be the related Outside Controlling
Note Holder. Furthermore, the Special Servicer shall also consult on a non-binding basis with any other applicable Consulting
Parties in connection with each related Asset Status Report prior to finalizing and executing such Asset Status Report and each
such other Consulting Party shall be permitted to propose alternative courses of action within 10 Business Days of receipt
of each Asset Status Report (other than any Asset Status Report with respect to an Excluded Mortgage Loan). The Special Servicer
shall consider any such proposals from each applicable Consulting Party and determine whether any changes to its proposed Asset
Status Report should be made, such


 



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determination being made in accordance with the Servicing Standard and the other terms of this
Agreement, but the Special Servicer will be under no obligation to revise such Asset Status Report based on the input or comments
of any applicable Consulting Party. In the event that any applicable Consulting Party does not propose alternative courses of
action within 10 Business Days after receipt of such Asset Status Report, the Special Servicer shall (subject to the approval
rights of any applicable Directing Holder) implement the Asset Status Report as proposed by the Special Servicer.


 


(c)      
Subject to Section 3.21(b) of this Agreement, during the continuance of a Servicing Transfer Event, the Special Servicer
shall have the authority to meet with the related Mortgagors and take any actions consistent with the Servicing Standard and the
most recent Asset Status Report for the related Mortgage Loan.


 


(d)     
Upon request of any Certificateholder (or any Certificate Owner, if applicable, which shall have provided the Certificate Administrator
with an Investor Certification), the Certificate Administrator shall mail, without charge, to the address specified in such request
a copy of the summary of the Final Asset Status Report for each Specially Serviced Loan; provided that an Excluded Controlling
Class Holder shall not be provided with any Final Asset Status Report (or copy thereof) or the summary of any Final Asset
Status Report (or copy thereof) with respect to any Excluded Controlling Class Mortgage Loan with respect to which such Excluded
Controlling Class Holder is a Borrower Party.


 


(e)      
Prior to the occurrence and continuance of an Operating Advisor Consultation Trigger Event, the Special Servicer shall deliver
to the Operating Advisor only each related Final Asset Status Report.


 


(f)      
With respect to any Asset Status Report provided to the Operating Advisor pursuant to this Section 3.21, the Special
Servicer shall make available to the Operating Advisor one or more Servicing Officers with relevant knowledge regarding the applicable
Mortgage Loan and such Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating
to, among other things, such Asset Status Report and potential conflicts of interest with respect to such Asset Status Report.


 


(g)     
Notwithstanding the foregoing, the Special Servicer shall not follow any advice, direction or consultation provided by the Operating
Advisor, any Serviced Companion Loan Holder, any Companion Loan Holder Representative or the related Directing Holder that would
require or cause the Special Servicer to violate any applicable law, be inconsistent with the Servicing Standard, require or cause
the Special Servicer to violate provisions of this Agreement or the REMIC Provisions, require or cause the Special Servicer to
violate the terms of any Mortgage Loan or Serviced Loan Combination, any related Loan Documents, any related Co-Lender Agreement
or any intercreditor agreement, expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than with respect
to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related Mortgage Loan
Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates, officers,
directors, employees or agents to any claim, suit or liability, cause any Trust


 



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REMIC to fail to qualify as a REMIC or the Grantor
Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of a “prohibited transaction”
or “prohibited contribution” tax under the REMIC Provisions, materially expand the scope of any Special Servicer’s
responsibilities under this Agreement or any Co-Lender Agreement, or cause the Special Servicer to act, or fail to act, in
a manner that in the reasonable judgment of the Special Servicer is not in the best interests of the Certificateholders and/or
the Serviced Companion Loan Holders. In addition, the Special Servicer is under no obligation to act upon any recommendation of
the Operating Advisor.


 


(h)     
In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (for the purposes of this clause (l),
“Applicable Laws”), the Special Servicer may be required to obtain, verify and record certain information relating
to individuals and entities which maintain a business relationship with the Special Servicer. Accordingly, each of the parties
hereto agrees to provide to the Special Servicer, upon its reasonable request, from time to time such identifying information
and documentation as may be readily available to such party in order to enable the Special Servicer to comply with Applicable
Laws; provided that the Special Servicer shall be responsible for all reasonable actual out-of-pocket expenses incurred
by such party in connection therewith.


 


Section 3.22      
Transfer of Servicing Between Master Servicer and Special Servicer; Record Keeping.


 


(a)      
Upon determining that any Serviced Loan has become a Specially Serviced Loan, the Master Servicer shall promptly give written
notice thereof to the Special Servicer, any related Serviced Companion Loan Holder (in the case of a Serviced Loan Combination),
the Operating Advisor, the Certificate Administrator, the Trustee, the related Directing Holder (prior to the occurrence and continuance
of a Consultation Termination Event with respect to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information
Provider’s Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider
and shall promptly deliver a copy of the Servicing File to the Special Servicer and concurrently provide a copy of such Servicing
File to the Operating Advisor and shall use its reasonable efforts to provide the Special Servicer with all information, documents
(but excluding the original documents constituting the Mortgage File, but including copies thereof) and records (including records
stored electronically on computer tapes, magnetic discs and the like) relating to such Serviced Loan and reasonably requested
by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a Sub-Servicer.
The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business
Days of the date such Serviced Loan became a Specially Serviced Loan and in any event shall continue to act as Master Servicer
and administrator of such Serviced Loan until the Special Servicer has commenced the servicing of such Serviced Loan, which shall
occur upon the receipt by the Special Servicer of the Servicing File. With respect to each such Serviced Loan that becomes a Specially
Serviced Loan, the Master Servicer shall instruct the related Mortgagor to continue to remit all payments in respect of such Serviced
Loan to the Master Servicer. The Master Servicer shall forward any notices it would


 



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otherwise send to the Mortgagor of such a
Specially Serviced Loan to the Special Servicer who shall send such notice to the related Mortgagor.


 


Upon
determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall promptly give written notice
thereof to the Master Servicer, the Trustee, the Operating Advisor, the Certificate Administrator, any related Serviced Companion
Loan Holder, the related Directing Holder (prior to the occurrence and continuance of a Consultation Termination Event with respect
to the related Mortgage Loan) and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider and, upon giving such notice and the return of the Servicing
File to the Master Servicer, such Serviced Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso
of the definition of Specially Serviced Loans, the Special Servicer’s obligation to service such Serviced Loan shall terminate
and the obligations of the Master Servicer to service and administer such Serviced Loan as a Serviced Loan that is not a Specially
Serviced Loan shall resume. In addition, if the related Mortgagor has been instructed, pursuant to the preceding paragraph, to
make payments to the Special Servicer, upon such determination, the Special Servicer shall instruct the related Mortgagor to remit
all payments in respect of such Specially Serviced Loan directly to the Master Servicer.


 


(b)      
In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included
within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents
are in the possession of the Special Servicer) and copies of any additional related Serviced Loan information, including correspondence
with the related Mortgagor, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer.


 


(c)      
Notwithstanding the provisions of subsections (a) and (b) of this Section 3.22, the Master Servicer shall
maintain ongoing payment records with respect to each of the Specially Serviced Loans and, upon request, shall provide the Special
Servicer and the Operating Advisor with any information reasonably required by the Special Servicer or the Operating Advisor to
perform its duties under this Agreement to the extent such information is within the Master Servicer’s possession. Upon
request, the Special Servicer shall provide the Master Servicer and the Operating Advisor with any information reasonably required
by the Master Servicer or the Operating Advisor to perform its duties under this Agreement to the extent such information is within
the Special Servicer’s possession.


 


Section 3.23      
Interest Reserve Account. The Certificate Administrator shall establish and maintain the Interest Reserve Account in the
Certificate Administrator’s name, on behalf of the Trustee, for the benefit of the Certificateholders. The Interest Reserve
Account shall be established and maintained as a non-interest bearing Eligible Account. On each Master Servicer Remittance
Date occurring in January (except during a leap year) or February (commencing in 2020) (unless, in either such case, the related
Distribution Date is the final Distribution Date), the Master Servicer shall remit to the Certificate Administrator for deposit
into the Interest Reserve Account, in respect of all the Mortgage Loans that accrue interest on the basis of a 360-day year


 



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and the actual number of days in the related month, an amount equal to one day’s interest at the related Net Mortgage
Rate on the Stated Principal Balance of each such Mortgage Loan as of the close of business on the Distribution Date in the month
preceding the month in which such Master Servicer Remittance Date occurs, to the extent a Monthly Payment or P&I Advance is
made in respect thereof (all amounts so deposited in any consecutive January (if applicable) and February, “Withheld
Amounts”). On or prior to the Master Servicer Remittance Date in March (or February if the final Distribution Date occurs
in such month) of each calendar year (commencing in 2020), the Certificate Administrator shall transfer to the Lower-Tier
REMIC Distribution Account the aggregate of all Withheld Amounts with respect to the Mortgage Loans on deposit in the Interest
Reserve Account.


 


Section 3.24      
Modifications, Waivers, Amendments and Other Actions.


 


(a)      
(i) With respect to any Performing Serviced Loan, the Master Servicer (if the related modification, waiver or amendment (A) does
not constitute a Special Servicer Decision or Major Decision or (B) constitutes a Special Servicer Decision or Major Decision
and the Master Servicer is processing such modification, waiver or amendment subject to the consent of the Special Servicer as
provided in the immediately succeeding paragraph), or (ii) with respect to any Specially Serviced Loan or (if the related
modification, waiver or amendment constitutes a Special Servicer Decision or Major Decision unless the Master Servicer is processing
such modification, waiver or amendment as provided in the immediately succeeding paragraph) any Performing Serviced Loan, the
Special Servicer, in each case subject to any applicable consultation rights of the Operating Advisor (to the extent the Operating
Advisor has consultation rights pursuant to Section 3.29, Section 6.09 or this Section 3.24),
any applicable consent and/or consultation rights of any applicable Directing Holder with respect to Major Decisions, any applicable
consultation rights of any applicable Consulting Parties (to the extent such parties have consultation rights pursuant to Section 6.09)
and, to the extent required in accordance with the related Co-Lender Agreement, any applicable consultation rights of any
related Serviced Companion Loan Holder (or its Companion Loan Holder Representative), may modify, waive or amend any term of any
Serviced Loan if such modification, waiver or amendment (A) is consistent with the Servicing Standard and (B) would
not constitute a “significant modification” of such Serviced Loan pursuant to Treasury Regulations Section 1.860G-2(b)
and would not otherwise (1) cause any Trust REMIC to fail to qualify as a REMIC or cause the Grantor Trust to fail to qualify
as a grantor trust under subpart E, part I of subchapter J of the Code for federal income tax purposes or (2) result
in the imposition of a tax upon any Trust REMIC or the Trust Fund (including but not limited to the tax on “prohibited transactions”
as defined in Code Section 860F(a)(2) and the tax on contributions to a REMIC set forth in Code Section 860G(d), but
not including the tax on “net income from foreclosure property” under Code Section 860G(c)). The Master Servicer
and the Special Servicer may rely on an Opinion of Counsel with respect to the determination described in clause (B) of the
immediately preceding sentence.


 


In
addition, with respect to Performing Serviced Loans, to the extent any modification, waiver, amendment or other action constitutes
(i) a Major Decision or (ii) a Special Servicer Decision, the Master Servicer (if (x) the Master Servicer and the Special Servicer
have mutually agreed that the Master Servicer shall process such modification, waiver or amendment


 



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or (y) such modification, waiver,
amendment or other action constitutes a Special Servicer Decision described in clause (b) or clause (c) of the definition
of “Special Servicer Decision”) shall obtain the consent of the Special Servicer, and, in each case, to the extent
any modification, waiver, amendment or other action constitutes a Major Decision, the Special Servicer shall obtain the consent
of any applicable Directing Holder in accordance with Section 6.09(a) of this Agreement and shall consult with any
applicable Consulting Party to the extent required pursuant to Section 6.09 of this Agreement. With respect to any modification,
waiver, amendment, consent or other action that constitutes a Major Decision with regard to any Serviced Loan, the Special Servicer
shall also obtain the consent any applicable Directing Holder in accordance with Section 6.09(a) of this Agreement
and shall consult with any applicable Consulting Parties (to the extent required pursuant to Section 6.09) and the
Operating Advisor (to the extent required pursuant to Section 3.29, Section 6.09 or this Section 3.24).


 


No
modification, waiver or amendment of any Co-Lender Agreement related to a Serviced Loan, or any action to enforce rights with
respect thereto, in each case, in a manner that materially and adversely affects the rights, duties and obligations of the Special
Servicer or the Master Servicer, as applicable, shall be permitted without the prior written consent of the Special Servicer or
the Master Servicer, as applicable.


 


The
Special Servicer shall process any modification, waiver, amendment or other action that constitutes a Major Decision or Special
Servicer Decision with respect to: (a) any Specially Serviced Loan; and (b) any Performing Serviced Loan unless the Special Servicer
and the Master Servicer have mutually agreed that the Master Servicer shall process such Major Decision or Special Servicer Decision
with respect to such Performing Serviced Loan (provided that, the Master Servicer shall, without the need for any such mutual
agreement, process any Special Servicer Decision described in clause (b) or clause (c) of the definition of “Special
Servicer Decision”) subject, in each case, to the consent of the Special Servicer as set forth below.


 


With
respect to Performing Serviced Loans, the Master Servicer, prior to taking (or making a determination not to take) any action
with respect to any modification, waiver, amendment, consent or other action that constitutes a Major Decision or a Special Servicer
Decision, shall refer the request to the Special Servicer, and the Special Servicer shall process the request directly or, if
mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall process such request (provided that,
the Master Servicer shall, without the need for any such mutual agreement, process any Special Servicer Decision described in
clause (b) or clause (c) of the definition of “Special Servicer Decision” with respect to any Performing
Serviced Loan) subject to the consent of the Special Servicer as set forth below.


 


When
the Special Servicer’s consent is required with respect to any modification, waiver, amendment, consent or other action
that is a Major Decision or a Special Servicer Decision with respect to a Performing Serviced Loan (i.e., when (x) the Master
Servicer and Special Servicer have mutually agreed that the Master Servicer shall process such modification, waiver or amendment
with respect to a Performing Serviced Loan or (y) the Master Servicer is processing any Special Servicer Decision described in
clause (b) or clause (c) of the definition of “Special Servicer Decision” with respect to any Performing
Serviced Loan, in each case, as set forth in the preceding paragraphs), the Master Servicer shall, in a manner consistent with
the Servicing Standard, provide the Special Servicer with written notice of any request for such modification,


 



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 waiver, amendment,
consent or other action, accompanied by the Master Servicer’s written recommendation and analysis and any and all information
in the Master Servicer’s possession or reasonably available to it that the Special Servicer or, with respect to a Major
Decision, the related Directing Holder may reasonably request in order to withhold or grant its consent, and in all cases the
Special Servicer shall be entitled (subject to, with respect to Major Decision, in each case if applicable, the consultation rights
of the Operating Advisor (to the extent required pursuant to Section 3.29, Section 6.09 or this Section 3.24),
the consent and/or consultation rights of the related Directing Holder (to the extent required pursuant to Section 6.09
or this Section 3.24), the consultation rights of the Risk Retention Consultation Parties (to the extent required
pursuant to Section 6.09) and/or the consultation rights of any related Serviced Companion Loan Holder or its Companion
Loan Holder Representative) to approve or disapprove such modification, waiver, amendment, consent or other action. The Special
Servicer shall have 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required by the related
Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender Agreement
for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) (or 60 days with respect
to an Acceptable Insurance Default), from the date that the Special Servicer receives the Master Servicer’s written analysis
and recommendation and any supporting information it requested from the Master Servicer, to analyze and approve such modification,
waiver, amendment, consent or other action and, prior to the end of such 15 Business Day period or such longer period if required
by the applicable Co-Lender Agreement or 60-day period (with respect to an Acceptable Insurance Default), as applicable,
the Special Servicer shall notify the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination
is involved) or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s))
are involved and a Control Termination Event does not exist), as applicable, of such request for approval of each such modification,
waiver, amendment, consent or other action that constitutes a Major Decision and provide its written analysis and recommendation
(or, in the case of any action that constitutes a Major Decision, the Major Decision Reporting Package) with respect thereto.
Following such notice, the related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is involved)
or the Controlling Class Representative (if any other Serviced Loan(s) (exclusive of any Excluded Mortgage Loan(s)) are involved
and a Control Termination Event does not exist), as applicable, shall have 10 Business Days (or, in the case of a determination
of an Acceptable Insurance Default, 20 days) from the date it receives from the Special Servicer the recommendation and analysis
of the Master Servicer or the Special Servicer (or, in the case of any action that constitutes a Major Decision, the related Major
Decision Reporting Package), as applicable, and any other information it may reasonably request (or, with respect to a Serviced
Loan Combination, such longer time period as may be provided in the related Co-Lender Agreement) to approve any recommendation
of the Special Servicer or the Master Servicer relating to any such request for approval of modification, waiver, amendment, consent
or other action that constitutes a Major Decision. In any such event, if the related Directing Holder does not respond to a request
for approval by 5:00 p.m. on the 10th Business Day (or, with respect to a Serviced Loan Combination, such longer time period
as may be provided in the related Co-Lender Agreement) or 20th day, as applicable, after receipt of the applicable recommendation
and analysis (or, in the case of any action that constitutes a Major Decision, the related Major Decision Reporting Package) and
other requested information as set forth in the preceding sentence, the Special Servicer or the Master Servicer, as applicable,
may deem its recommendation


 



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approved by the related Directing Holder, and if the Special Servicer does not respond to a request
for approval within the required 15 Business Days (or, with respect to a Serviced Loan Combination, such longer period as required
by the related Co-Lender Agreement, but in no event less than 5 Business Days after the time period set forth in such Co-Lender
Agreement for review by any related Serviced Companion Loan Holder or its Companion Loan Holder Representative) or 60 days
(with respect to an Acceptable Insurance Default), as applicable, the Master Servicer may deem its recommendation approved by
the Special Servicer.


 


With
respect to any Performing Serviced Loan, the Master Servicer, without the consent or consultation of the Special Servicer, the
Operating Advisor and/or the Directing Holder, shall process and determine whether to consent to or approve any request by the
related Mortgagor with respect to any action that is not (1) a Major Decision, (2) a Special Servicer Decision or (3) an
action with respect to which the Special Servicer’s consent is required pursuant to Section 3.09 of this Agreement.


 


(b)     
All modifications, waivers or amendments of any Serviced Loan shall be in writing and shall be effected in a manner consistent
with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable (in each case, if it is the party processing
the related modification, waiver or amendment pursuant to Section 3.24(a)), shall notify in writing the other such
party, the Trustee, the Certificate Administrator, the Depositor, any applicable Directing Holder, any applicable Consulting Parties
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this
Agreement, the Rule 17g-5 Information Provider, in writing, of any modification, waiver or amendment of any term of any
Serviced Loan and the date thereof, and shall deliver a copy to the Trustee, any related Serviced Companion Loan Holder (which,
in the case of a Serviced Companion Loan that has been included in an Other Securitization Trust, shall be deemed to be the related
master servicer under the related Other Pooling and Servicing Agreement, unless the notifying party has received written notice
otherwise) and any applicable Directing Holder and Consulting Parties and an original to the Certificate Administrator (or any
Custodian appointed by it) of the recorded agreement relating to such modification, waiver or amendment within 15 Business Days
following the execution and recordation thereof. For the avoidance of doubt, the requirement with respect to the delivery of assumption
or substitution agreements shall be governed by Section 3.09.


 


(c)      
Subject to Section 3.30 of this Agreement, any modification of any Loan Documents that requires obtaining a Rating
Agency Confirmation pursuant to such Loan Documents, or any modification that would eliminate, modify or alter the requirement
of obtaining a Rating Agency Confirmation in such Loan Documents, shall not be made without obtaining a Rating Agency Confirmation.
The Rating Agency Confirmation shall be obtained at the related Mortgagor’s expense in accordance with the related Loan
Agreement or, if not so provided in such Loan Agreement or if such Mortgagor does not pay, at the expense of the Trust Fund.


 


(d)     
Promptly after any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Loan Combination becomes a Specially Serviced Loan,
the Special Servicer shall request from the Certificate Administrator the name of the current Controlling Class Representative
and, if applicable, shall request from the Master Servicer the name of


 



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the current related Serviced Companion Loan Holder. Upon
receipt of the name of any such current Controlling Class Representative from the Certificate Administrator, the Special
Servicer shall notify such Controlling Class Representative that such Mortgage Loan became a Specially Serviced Loan. Upon
receipt of the name of any such current related Serviced Companion Loan Holder, if any, from the Master Servicer, the Special
Servicer shall notify the related Serviced Companion Loan Holder that the related Serviced Loan Combination became a Specially
Serviced Loan. The Certificate Administrator shall be responsible for providing the name of the current Controlling Class Representative
only to the extent the Controlling Class Representative has identified itself as such to the Certificate Administrator; provided
that if the Controlling Class Representative is determined pursuant to the proviso in the definition of “Controlling
Class Representative”, then (A) the Certificate Administrator shall determine which Class is the Controlling
Class and (B) the Special Servicer shall request from the Certificate Administrator, and the Certificate Administrator
shall request from the Depository at the expense of the Trust, the list of Beneficial Holders of the Controlling Class, and the
Certificate Administrator shall provide such list to the Special Servicer and the Master Servicer at the expense of the Trust
Fund.


 


(e)      
[RESERVED]


 


(f)      
The Special Servicer or Master Servicer may, as a condition to granting any request by a Mortgagor for consent to a modification,
extension, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms
of the instruments evidencing or securing the related Mortgage Loan or Serviced Loan Combination and, further, pursuant to the
terms of this Agreement and applicable law, require that such Mortgagor pay to it a reasonable or customary fee for the additional
services performed in connection with such request and any related costs and expenses incurred by it; provided that the
charging of such fee would not be a “significant modification” of the Mortgage Loan within the meaning of Treasury
Regulations Section 1.860G-2(b).


 


(g)     
Notwithstanding anything set forth in this Agreement, in no event shall the Special Servicer be permitted to:


 


(i)       extend the Maturity Date of a Serviced Loan beyond a date that is 5 years prior to the Rated Final Distribution Date of the rated
Certificates; or


 


(ii)     
if the Serviced Loan is secured by a ground lease, extend the Maturity Date of such Serviced Loan beyond a date which is 20 years
or, to the extent consistent with the Servicing Standard, giving due consideration to the remaining term of the ground lease,
10 years prior to the end of the current term of such ground lease, plus any options to extend exercisable unilaterally by
the related Mortgagor.


 


(h)     
Neither the Master Servicer nor the Special Servicer shall enter into, or structure (including, without limitation, by way of
the application of credits, discounts, forgiveness or otherwise), any modification, waiver, amendment, work-out, consent or approval
with respect to any Serviced Loan or Serviced Loan Combination in a manner


 



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that would be inconsistent with the allocation and
payment priorities set forth in Section 1.02(d) hereof or in the related Co-Lender Agreement.


 


(i)       
In connection with (i) the release of a Mortgaged Property or any portion of a Mortgaged Property from the lien of the related
Mortgage or (ii) the taking of a Mortgaged Property or any portion of a Mortgaged Property by exercise of the power of eminent
domain or condemnation, if the related Loan Documents require the Master Servicer or the Special Servicer, as applicable, to calculate
(or require the Mortgagor to provide such calculation to the Master Servicer or the Special Servicer, as applicable) the loan-to-value
ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the
remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Serviced Mortgage Loan,
then, unless then permitted by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern
value, if any. In connection with approving any such release or taking, the Master Servicer or Special Servicer, as applicable,
shall calculate the loan-to-value ratio in a manner consistent with the prior sentence, and if such calculation is greater
than 125%, the Master Servicer or Special Servicer, as applicable, will require a payment of principal in an amount equal to or
greater than a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions unless
the related Mortgagor provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to
be a Qualified Mortgage.


 


(j)       
If and to the extent that the Trust, as holder of an Outside Serviced Mortgage Loan, is entitled to exercise any consent and/or
consultation rights with respect to modifications, waivers and amendments or certain other major decisions under the applicable
Outside Servicing Agreement, (a) any such consent rights shall be exercised by the Controlling Class Representative (unless
a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the Master Servicer
(if a Control Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan), in each case in accordance
with Section 3.01(i), and (b) any such consultation rights shall be exercised by the Controlling Class Representative
(unless a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan) or by the
Master Servicer (if a Consultation Termination Event exists or such Outside Serviced Mortgage Loan is an Excluded Mortgage Loan),
in each case in accordance with Section 3.01(i); provided that, after the occurrence and during the continuance
of an Operating Advisor Consultation Trigger Event, any such consultation rights shall be exercised by the Master Servicer or
the Controlling Class Representative, as applicable, jointly with the Operating Advisor (but, in the case of the Operating
Advisor, only with respect to matters similar to Major Decisions). The Special Servicer shall only be obligated to forward any
requests received from the related Outside Servicer or the related Outside Special Servicer, as applicable, for such consent and/or
consultation to the Master Servicer (who shall forward any such request to the Controlling Class Representative except if
a Control Termination Event or Consultation Termination Event, as applicable, has occurred and is continuing or if such Outside
Serviced Mortgage Loan is an Excluded Mortgage Loan and, following the occurrence and during the continuance of an Operating Advisor
Consultation Trigger Event, to the Operating


 



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Advisor), and the Special Servicer shall have no right or obligation to exercise
any such consent or consultation rights.


 


Section 3.25      
Additional Obligations With Respect to Certain Mortgage Loans.


 


(a)      
With respect to each Mortgage Loan (other than an Outside Serviced Mortgage Loan) with a Stated Principal Balance in excess of
$35,000,000, in connection with any replacement of the Manager for the related Mortgaged Property, the Master Servicer or Special
Servicer, as applicable, to the extent permitted by the related Loan Documents, shall require a Rating Agency Confirmation and
shall condition its consent to such replacement on the Mortgagor paying for such Rating Agency Confirmation.


 


(b)     
With respect to any Mortgage Loan (other than an Outside Serviced Mortgage Loan), if any mezzanine loan is directly or indirectly
secured by any equity interest of the related Mortgagor, the Master Servicer (if (i) the related Mortgage Loan is a Performing
Serviced Loan and (ii) the performance of the particular obligation would not constitute a Special Servicer Decision or a Major
Decision) or the Special Servicer (if (i) the related Mortgage Loan is a Specially Serviced Loan or (ii) the performance
of the particular obligation would constitute a Special Servicer Decision or a Major Decision) shall perform the obligations of
the Trust, as holder of the related Mortgage Loan, or its servicer or agent under the related mezzanine loan intercreditor agreement.


 


Section 3.26      
Certain Matters Relating to the Outside Serviced Mortgage Loans.


 


(a)      
With respect to each Outside Serviced Mortgage Loan, in the event that any of the related Outside Trustee, the related Outside
Servicer or the related Outside Special Servicer shall be replaced in accordance with the terms of the applicable Outside Servicing
Agreement, the Master Servicer and the Special Servicer shall acknowledge its successor as the successor to the related Outside
Trustee, the related Outside Servicer or the related Outside Special Servicer, as the case may be, in each case with reasonable
promptness following request therefor by a party to the applicable Outside Servicing Agreement. In addition to the foregoing,
with respect to each Servicing Shift Loan Combination, after the related Servicing Shift Date the related Mortgage Loan shall
be an Outside Serviced Mortgage Loan, and the rights, duties and obligations of the Trust and the parties to this Agreement shall
be as set forth herein with respect to Outside Serviced Mortgage Loans.


 


(b)      
With respect to each Servicing Shift Loan Combination, prior to the related Servicing Shift Date, the Custodian shall hold the
Mortgage File with respect to such Servicing Shift Loan Combination. Following the related Servicing Shift Date and upon the transfer
of servicing of the related Servicing Shift Mortgage Loan to the related Outside Servicing Agreement in accordance with the related
Co-Lender Agreement, (i) the Certificate Administrator shall transfer (or cause any Custodian appointed by it to transfer)
the Mortgage File (other than the Note(s) evidencing the related Servicing Shift Mortgage Loan and corresponding allonges, the
originals of which shall be retained by the Custodian) for such Servicing Shift Loan Combination to the related Outside Trustee
(provided that the Custodian shall retain a photocopy of the Mortgage File) in accordance with the provisions and conditions set
forth in clause (B) of the second paragraph of Section 2.01(c)


 



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 and (ii) the Master Servicer shall, upon written
request, if the Master Servicer is not the related Outside Servicer, transfer the Servicing File, any original letter of credit
and any escrows or reserve funds held for such Servicing Shift Loan Combination to the related Outside Servicer.


 


Section 3.27      
Additional Matters Regarding Advance Reimbursement.


 


(a)      
Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof
would exceed the full amount of the principal portion of general collections on the Mortgage Loans deposited in the Collection
Account, the Master Servicer, the Special Servicer or the Trustee, at its own option and in its sole discretion, as applicable,
instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a)(ii)(B)
of this Agreement immediately, may elect to defer reimbursement for some or all such portion of the Nonrecoverable Advance
during the one-month Collection Period ending on the then-current Determination Date, for successive one-month periods
for a total not to exceed 12 months; provided that any deferral in excess of 6 months shall be subject to the consent
of the applicable Directing Holder (or, in the case of a Property Advance with respect to a Serviced Outside Controlled Loan Combination,
the related Outside Controlling Note Holder); and provided further that, if it is a Consulting Party, the Controlling Class Representative
must be consulted with. If the Master Servicer, the Special Servicer or the Trustee makes such an election in its sole discretion
to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such
Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the subsequent
Collection Period (subject, again, to the same sole discretion option to defer; it is acknowledged that, in such a subsequent
period, such Nonrecoverable Advance shall again be reimbursable pursuant to Section 3.06(a)(ii)(B) of this Agreement).
In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursement of
a particular Nonrecoverable Advance or portion thereof during the one-month Collection Period ending on the related Determination
Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized to wait for
principal collections to be received before making its determination of whether to defer reimbursement of a particular Nonrecoverable
Advance or portion thereof) until the end of such Collection Period; provided, however, if, at any time the
Master Servicer, the Special Servicer or the Trustee, as applicable, determines that the reimbursement of a Nonrecoverable Advance
during any Collection Period will exceed the full amount of the principal portion of general collections deposited in the Collection
Account for the related Distribution Date, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall,
through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this
Agreement, give the Rating Agencies at least 15 days’ notice prior to any reimbursement to it of Nonrecoverable Advances
from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer, the Special
Servicer or the Trustee, as applicable, determines in its sole discretion that waiting 15 days after such a notice could
jeopardize the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, ability to recover
such Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to


 



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the Master Servicer,
the Special Servicer or the Trustee, as applicable, that could affect or cause a determination of whether any Advance is a Nonrecoverable
Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the
Master Servicer or the Special Servicer, as applicable, has not timely received from the Trustee information requested by the
Master Servicer or the Special Servicer, as applicable, to consider in determining whether to defer reimbursement of a Nonrecoverable
Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee,
as applicable, shall, through a posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, give Rating Agencies notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts
in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances.
Subject to Section 12.13 of this Agreement, the Master Servicer, the Special Servicer or the Trustee, as applicable,
shall have no liability for any loss, liability or expense resulting from any notice provided to Rating Agencies contemplated
by the immediately preceding sentence. Any election by the Master Servicer, the Special Servicer or the Trustee to defer reimbursing
itself for any Nonrecoverable Advance (together with interest thereon) or portion thereof with respect to any Collection Period
shall not be construed to impose on the other such parties any obligation to make such an election (or any entitlement in favor
of any Certificateholder or any other Person to such an election) with respect to any subsequent Collection Period or to constitute
a waiver or limitation on the right of the Master Servicer, the Special Servicer or the Trustee to otherwise be reimbursed for
such Nonrecoverable Advance immediately (together with interest thereon). Any such election by the Master Servicer, the Special
Servicer or the Trustee shall not be construed to impose any duty on any other such party to make such an election (or any entitlement
in favor of any Certificateholder or any other Person to such an election). Any such election by any such party to defer reimbursing
itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to any one or more Collection
Periods shall not limit the accrual of interest on such Nonrecoverable Advance for the period prior to the actual reimbursement
of such Nonrecoverable Advance. None of the Master Servicer, the Special Servicer, the Trustee or the other parties to this Agreement
will have any liability to one another or to any of the Certificateholders for any such election that such party makes to defer
or not to defer reimbursing itself as contemplated by this paragraph or for any losses, damages or other adverse economic or other
effects that may arise from such an election nor will such election constitute a violation of the Servicing Standard or any duty
under this Agreement. The Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, election,
if any, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders
and shall not be construed as an obligation on the part of the Master Servicer, the Special Servicer or the Trustee, as applicable,
or a right of the Certificateholders. Nothing herein shall give the Master Servicer, the Special Servicer or the Trustee the right
to defer reimbursement of a Nonrecoverable Advance if there are principal collections then available in the Collection Account
pursuant to Section 3.06 of this Agreement or to defer reimbursement of a Nonrecoverable Advance for an aggregate
period exceeding 12 months.


 


(b)     
If the Master Servicer is required to make a Property Advance, but does not do so within 15 days after the Property Advance
is required to be made, then the Trustee


 



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 will be required: (i) if a Responsible Officer of the Trustee has actual knowledge
of the failure, to give the Master Servicer notice of its failure; and (ii) if the failure continues for three more Business
Days, to make the Advance unless the Trustee determines such advance to be a Nonrecoverable Advance.


 


Section 3.28      
Serviced Companion Loan Intercreditor Matters.


 


(a)      
If, pursuant to Section 2.04, Section 3.17 or Section 9.01 of this Agreement, any Mortgage
Loan that relates to a Serviced Loan Combination is purchased from, repurchased from or substituted out of, the Trust Fund, the
subsequent holder thereof shall be bound by the terms of the related Co-Lender Agreement and shall assume the rights and obligations
of the holder of the Note that represents the related Mortgage Loan under such Co-Lender Agreement. Subject to the provisions
of the related Co-Lender Agreement regarding servicing and custodial responsibilities: (i) all portions of the related Mortgage
File and (to the extent provided under the related Mortgage Loan Purchase Agreement) other documents pertaining to such Mortgage
Loan shall be endorsed or assigned to the extent necessary or appropriate to the purchaser of such Mortgage Loan in its capacity
as the holder of the Note that represents the related Mortgage Loan (as a result of such purchase, repurchase or substitution)
and (except for the actual Note) on behalf of the holder of the Note(s) that represents the Serviced Companion Loan(s); (ii) thereafter,
such Mortgage File shall be held by the holder of the Note that represents the related Mortgage Loan or a custodian appointed
thereby for the benefit thereof, on behalf of itself and the holder of the related Serviced Companion Loan(s) as their interests
appear under the related Co-Lender Agreement; and (iii) if the related Servicing File is not already in the possession of
such party, it shall be delivered to the master servicer or special servicer, as the case may be, under any separate servicing
agreement for the Serviced Loan Combinations.


 


(b)     
With respect to each Serviced Companion Loan, notwithstanding any rights the Operating Advisor, a Risk Retention Consultation
Party or the Controlling Class Representative hereunder may have to consult with respect to any action or other matter with respect
to the servicing of such Serviced Companion Loan, to the extent the related Co-Lender Agreement provides that such right is
exercisable by the related Serviced Companion Loan Holder or its Companion Loan Holder Representative or is exercisable in conjunction
with any related Serviced Companion Loan Holder, then (i) neither the Operating Advisor nor the Controlling Class Representative
shall be permitted to exercise such right or (ii) to the extent provided in the related Co-Lender Agreement, the Operating
Advisor or the Controlling Class Representative, as applicable, shall be required to exercise such right in conjunction with
any related Serviced Companion Loan Holder or its Companion Loan Holder Representative, as applicable. Additionally, notwithstanding
anything in this Agreement to the contrary, the Master Servicer or Special Servicer, as applicable, shall consult with, seek the
approval of, or obtain the consent of the holder of any Serviced Companion Loan or its Companion Loan Holder Representative with
respect to any matters with respect to the servicing of such Serviced Companion Loan to the extent required under related Co-Lender
Agreement and shall not take such actions requiring consent of or consultation with the Serviced Companion Loan Holder or its
Companion Loan Holder Representative without such consent or consultation. In addition, notwithstanding anything to the contrary,
the Master Servicer or Special Servicer, as


 



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applicable, shall deliver reports and notices to the Serviced Companion Loan Holder
or its Companion Loan Holder Representative (or the master servicer or special servicer for the related Other Securitization Trust
on behalf of the Serviced Companion Loan Holder) as required under the Co-Lender Agreement.


 


(c)      
With respect to each Serviced Loan Combination, the Master Servicer shall prepare, or cause to be prepared, on an ongoing basis
a statement setting forth, to the extent applicable to such Serviced Loan Combination:


 


(i)        (A) the amount of the distribution from the related Loan Combination Custodial Account allocable to principal and (B) separately
identifying the amount of scheduled principal payments, balloon payments, principal prepayments made at the option of the Mortgagor
or other principal prepayments (specifying the reason therefor), net liquidation proceeds and foreclosure proceeds included therein
and information on distributions made with respect to the related Serviced Loan Combination;


 


(ii)      
the amount of the distribution from the related Loan Combination Custodial Account allocable to interest and the amount of Default
Interest allocable to the related Serviced Loan Combination;


 


(iii)     
the amount of the distribution to the related Serviced Companion Loan Holder, separately identifying the non-default interest,
principal and other amounts included therein, and if the distribution to a Serviced Companion Loan Holder is less than the full
amount that would be distributable to such Serviced Companion Loan Holder if there were sufficient amounts available therefor,
the amount of the shortfall and the allocation thereof between interest and principal and the amount of the shortfall, if any,
under the related Serviced Loan Combination;


 


(iv)     
the principal balance of each of the related Serviced Loan Combination and related Serviced Companion Loan after giving effect
to the distribution of principal on the most recent Distribution Date; and


 


(v)      
the amount of the servicing fees paid to the Master Servicer and the Special Servicer with respect to the most recent Distribution
Date, showing separately the Servicing Fee, the Special Servicing Fee, the Workout Fee and the Liquidation Fee.


 


Not
later than each Distribution Date, the Master Servicer shall make the foregoing statement available to the Serviced Companion
Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic
means (which may include posting such information pursuant to the applicable CREFC® reports on the Master Servicer’s
website) and by such other means of delivery as required under the related Co-Lender Agreement.


 


(d)      
If any Serviced Companion Loan becomes the subject of an Other PSA Asset Review pursuant to the related Other Pooling and Servicing
Agreement, the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator shall


 



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reasonably cooperate
(and the Certificate Administrator shall cause any Custodian appointed by it to reasonably cooperate) with the related Other Asset
Representations Reviewer in connection with such Other PSA Asset Review by providing the related Other Asset Representations Reviewer
with any documents reasonably requested by the related Other Asset Representations Reviewer, but only to the extent that (i) the
Other Asset Representations Reviewer has not been able to obtain such documents from the related Mortgage Loan Seller and (ii)
such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator
or any Custodian appointed by the Certificate Administrator, as the case may be. For the avoidance of doubt, none of the Master
Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Custodian shall have other obligations with
respect to any such Other PSA Asset Review nor shall any such party be bound by the results of any such asset review.


 


(e)      
With respect to any Other Pooling and Servicing Agreement that satisfies Regulation RR in whole or in part through the purchase
by a third party purchaser of an eligible horizontal residual interest pursuant to Rule 7 of Regulation RR (a “Regulation
RR Other PSA”), at any time that the Special Servicer has received written notice of such Regulation RR Other PSA and
that an Other Operating Advisor Consultation Trigger Event has occurred under such Regulation RR Other PSA because such eligible
horizontal residual interest has been reduced as set forth under Rule 7(b)(6)(iv) of Regulation RR, the Special Servicer
shall consult with the related Other Operating Advisor under such Other Pooling and Servicing Agreement with respect to any decisions
that are Major Decisions with respect to the related Serviced Companion Loan. Such consultation shall be on a non-binding
basis and shall be performed in accordance with the same process for consultations between the Special Servicer and Operating
Advisor with respect to Major Decisions under this Agreement.


 


(f)      
With respect to each Serviced AB Loan Combination with respect to which the holder of any related Serviced Subordinate Companion
Loan is entitled under the related Co-Lender Agreement to avoid its applicable “control appraisal period” (or
analogous concept) by posting cash or letter of credit as collateral (a “Threshold Event Collateral”), the
Special Servicer shall administer any such Threshold Event Collateral in accordance with the terms of the related Co-Lender
Agreement. Any Threshold Event Collateral posted by a Serviced Subordinate Companion Loan Holder shall be held in an outside reserve
fund which shall not be an asset of any Trust REMIC, and the party that posted such Threshold Event Collateral shall be the owner
of such outside reserve fund, all within the meaning of Treasury Regulations Section 1.860G-2(h). Upon a Final Recovery
Determination with respect to any such Serviced AB Loan Combination, the Special Servicer shall transfer any related Threshold
Event Collateral held in the form of cash (or, if the related Threshold Event Collateral is a letter of credit, the proceeds of
such Threshold Event Collateral) to the related Loan Combination Custodial Account, which such transferred amount shall be treated
as Liquidation Proceeds and applied in accordance with the terms of the related Co-Lender Agreement and Section 3.06A
of this Agreement.


 






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Section 3.29      
Appointment and Duties of the Operating Advisor.


 


(a)      
Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor. The Operating Advisor shall at
all times be an Eligible Operating Advisor. The Operating Advisor shall at all times act in accordance with the Operating Advisor
Standard in fulfilling its responsibilities and obligations under this Agreement.


 


(b)     
The Operating Advisor, as an independent contractor, shall review the Special Servicer’s actions and decisions in respect
of Specially Serviced Loans (which review shall be performed in accordance with Section 3.09, Section 3.21, Section
3.24, Section 3.29 and Section 6.09, as applicable) and, solely in connection with Major Decisions as to which
the Operating Advisor has consultation rights following the occurrence and during the continuance of an Operating Advisor Consultation
Trigger Event, Performing Serviced Loans (in light of the Servicing Standard and the requirements of this Agreement), consult
with the Special Servicer regarding the Major Decisions and Asset Status Reports as contemplated by Section 3.29(f)
and perform each other obligation of the Operating Advisor as set forth in this Agreement, in each such case solely on behalf
of the Trust Fund and in the best interest of, and for the benefit of, the Certificateholders (as a collective whole), and not
any particular Class of Certificateholders, as determined by the Operating Advisor in the exercise of its good faith and
reasonable judgment, but without regard to any conflict of interest arising from any relationship that the Operating Advisor or
any of its Affiliates may have with any of the Mortgagors, any Sponsor, any Mortgage Loan Seller, the Depositor, the Master Servicer,
the Special Servicer, the Asset Representations Reviewer, the Directing Holder, any Risk Retention Consultation Party or any of
their respective Affiliates (the “Operating Advisor Standard”). The Operating Advisor shall act solely as a
contracting party to the extent set forth in this Agreement and shall not owe any fiduciary duty to any party to this Agreement
or any other Person in connection with this Agreement. The Operating Advisor’s duties shall be limited to its specific obligations
under this Agreement, and the Operating Advisor shall have no duty or liability to any particular Class of Certificates or
any Certificateholder. The Operating Advisor is not a servicer or a sub-servicer and will not be charged with changing the
outcome on any particular Specially Serviced Loan or with respect to any Major Decision on which it consults for a Performing
Serviced Loan. By its acceptance of a Certificate, each Certificateholder acknowledges and agrees that there could be multiple
strategies to resolve any Specially Serviced Loan and a variety of actions or decisions made with respect to any Major Decision
and that the goal of the Operating Advisor’s participation is to provide additional input relating to the Special Servicer’s
compliance with the Servicing Standard in making its determinations as to which strategy to execute. The Operating Advisor shall
not owe any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement.


 


(c)      
The Operating Advisor shall promptly review (i) all information available to Privileged Persons on the Certificate Administrator’s
Website with respect to the Special Servicer, assets on the CREFC® Servicer Watch List, Specially Serviced Loans
and, if an Operating Advisor Consultation Trigger Event exists, Major Decisions on Performing Serviced Loans, (ii) each Final
Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iii) if an Operating Advisor Consultation Trigger
Event exists, each


 



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other Asset Status Report delivered by the Special Servicer to the Operating Advisor, (iv) each Major Decision
Reporting Package delivered by the Special Servicer to the Operating Advisor pursuant to Section 6.09(a) (A) in connection
with the Operating Advisor’s consultation rights with respect to the subject Major Decision regarding each Serviced Loan
if an Operating Advisor Consultation Trigger Event exists, and (B) with respect to the subject Major Decision regarding each Specially
Serviced Loan when an Operating Advisor Consultation Trigger Event does not exist, after the Special Servicer receives the Directing
Holder’s approval or deemed approval of such Major Decision Reporting Package, and (v) if specifically required to be delivered
to the Operating Advisor under this Agreement, such other reports, documents, certificates and other information prepared by the
Special Servicer and received by the Operating Advisor, as relate to the actions and decisions of the Special Servicer in respect
of Specially Serviced Loans and, solely in connection with Major Decisions as to which the Operating Advisor has consultation
rights, Performing Serviced Loans. To the extent not otherwise deliverable by the Special Servicer to the Operating Advisor hereunder
or available to the Operating Advisor on the Certificate Administrator’s Website, the Special Servicer shall: (i) concurrently
deliver to the Operating Advisor any and all reports provided by the Special Servicer to any of the other parties to this Agreement
or to any Certificateholder or Certificate Owner, in each case, to the extent that such reports relate to any Specially Serviced
Loan or any Major Decision with respect to which the Operating Advisor has consultation rights pursuant to Section 3.29(f)
of this Agreement (provided, that, for so long as an Operating Advisor Consultation Trigger Event does not exist, such
reports shall exclude any Major Decision Reporting Package that does not relate to a Specially Serviced Loan and any Asset Status
Report that is not a Final Asset Status Report); and (ii) grant the Operating Advisor adequate and timely access to information
and reports prepared by or otherwise in the possession of the Special Servicer necessary for the Operating Advisor to fulfill
its duties under this Agreement.


 


(d)     
(i) The Operating Advisor shall review the Special Servicer’s actions and decisions in light of the Servicing Standard
and the requirements of this Agreement, with respect to the applicable Specially Serviced Loan(s) and, solely in connection with
Major Decisions as to which the Operating Advisor has consultation rights pursuant to Section 3.29(f) of this Agreement,
the applicable Performing Serviced Loans.


 


(ii)     
Based on the Operating Advisor’s review of the following information (to the extent delivered to the Operating Advisor or
made available to the Operating Advisor on the Certificate Administrator’s Website): any annual compliance statement and
any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.08 and Section 10.09
of this Agreement, as applicable; any attestation report delivered to the Operating Advisor pursuant to Section 10.10
of this Agreement; any Major Decision Reporting Package; any Final Asset Status Report and, during the continuance of an Operating
Advisor Consultation Trigger Event, any other Asset Status Report; any other reports made available to Privileged Persons on the
Certificate Administrator’s Website during the prior calendar year that the Operating Advisor is required to review pursuant
to Section 3.29(c); and any other information (other than any communications between the related Directing Holder,
any Risk Retention Consultation Party or any


 



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Serviced Companion Loan Holder (or its Companion Loan Holder Representative), as
applicable, and the Special Servicer that would be Privileged Information) prepared by the Special Servicer and delivered to the
Operating Advisor under this Agreement, the Operating Advisor shall (if, during the prior calendar year, (i) any Mortgage Loan
was a Specially Serviced Mortgage Loan or (ii) there existed an Operating Advisor Consultation Trigger Event), and may (if, with
respect to the prior calendar year, the Operating Advisor deems it appropriate in its sole discretion exercised in good faith),
prepare and deliver to the Depositor, the Rule 17g-5 Information Provider (who shall promptly post such Operating Advisor
Annual Report on the Rule 17g-5 Information Provider’s Website), the Trustee and the Certificate Administrator
(who shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), within 120 days
of the end of the prior calendar year an annual report (the “Operating Advisor Annual Report”). The Operating
Advisor Annual Report shall be substantially in the form of Exhibit R of this Agreement (which form may be modified
or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms
and provisions of this Agreement; provided, that in no event shall the information or any other content included in the
Operating Advisor Annual Report contravene any provision of this Agreement). The Operating Advisor Annual Report shall set forth
the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during
the prior calendar year. Subject to the restrictions in this Agreement, including, without limitation, Section 3.29(b)
of this Agreement, each such Operating Advisor Annual Report shall (A) state whether the Operating Advisor believes,
in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance with (1) the
Servicing Standard and (2) the Special Servicer’s obligations under this Agreement, and (B) identify any material
deviations with respect to such matters from (i) the Servicing Standard or (ii) the Special Servicer’s obligations
under this Agreement, and (C) comply with all of the confidentiality requirements applicable to the Operating Advisor with
respect to Privileged Information provided for in this Agreement (subject to any permitted exceptions set forth in this Agreement),
and (D) comply with the requirements with respect to reports of the operating advisor set forth under Rule 7(b) of Regulation
RR. In the event a lack of access to Privileged Information limits the Operating Advisor from performing its duties under this
Agreement, the Operating Advisor shall not be subject to any liability arising from its lack of access to Privileged Information.
Such Operating Advisor Annual Report shall be delivered to the Trustee, the Certificate Administrator, the Rule 17g-5
Information Provider and the Depositor, and the Certificate Administrator and the Rule 17g-5 Information Provider shall
promptly, upon receipt, post such Operating Advisor Annual Report on the Certificate Administrator’s Website and the Rule 17g-5
Information Provider’s Website, respectively; provided, however, that the Operating Advisor shall deliver
to the Special Servicer, the applicable Directing Holder and the Controlling Class Representative (at any time that it is
an applicable Directing Holder or Consulting Party), any annual report produced by the Operating Advisor at least ten (10) calendar days
prior to its delivery to the Depositor, the Trustee and the


 



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Certificate Administrator. The Operating Advisor may, but shall not
be obligated to, revise the Operating Advisor Annual Report based on any comments received from the Special Servicer or the Controlling
Class Representative. In the event the Special Servicer is replaced during the prior calendar year, the Operating Advisor
shall only be required to prepare an Operating Advisor Annual Report relating to each entity that was acting as Special Servicer
as of December 31 of the prior calendar year and is continuing in such capacity through the date of such Operating Advisor
Annual Report. In preparing an Operating Advisor Annual Report, the Operator Advisor is not required to report on instances of
non-compliance with, or deviations from, the Servicing Standard or the Special Servicers’ obligations under this Agreement
that the Operating Advisor determines, in accordance the Operating Advisor Standard, to be immaterial. In connection with the
Operating Advisor Annual Report and the reviews provided for in Sections 3.29(b) and 3.29(d)(i), the
Operating Advisor shall perform its review on the basis of the Special Servicer’s performance of its duties with respect
to Specially Serviced Loans and, after the occurrence and during the continuance of an Operating Advisor Consultation Trigger
Event, with respect to Major Decisions on Performing Serviced Loans, as well as the extent to which those duties were performed
in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement,
any assessment of compliance and any attestation report delivered to the Operating Advisor pursuant to Section 10.08,
Section 10.09 and Section 10.10 of this Agreement, as applicable, or made available to the Operating Advisor
on the Certificate Administrator’s Website, any Asset Status Report, any Major Decision Reporting Package and other information
(other than any communications between the related Directing Holder, any Risk Retention Consultation Party or any Serviced Companion
Loan Holder (or its Companion Loan Holder Representative), as applicable, and the Special Servicer that would be Privileged Information)
that the Operating Advisor is required to review on the Certificate Administrator’s Website or that is prepared by the Special
Servicer and delivered or made available to the Operating Advisor pursuant to this Agreement.


 


(e)      
After the calculation but prior to the utilization by the Special Servicer of any of the calculations with respect to an applicable
Specially Serviced Loan related to (i) Appraisal Reduction Amounts, (ii) Collateral Deficiency Amounts or (iii) net
present value used in the Special Servicer’s determination of the course of action to be taken in connection with the workout
or liquidation of such Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting
material or additional information necessary in support thereof (including such additional information reasonably requested by
the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information),
to the Operating Advisor promptly, but in any event no later than two (2) Business Days after preparing such calculations, and
the Operating Advisor shall promptly, but no later than three (3) Business Days after receipt of such calculations and any supporting
or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application
of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.


 






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In
connection with this Section 3.29, in the event the Operating Advisor does not agree with the mathematical calculations
or the application of the non-discretionary portions of the applicable formulas required to be utilized for such calculation,
the Operating Advisor and the Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical
calculations or the application of the non-discretionary portions of the applicable formulas in arriving at those mathematical
calculations or any disagreement within five (5) Business Days of delivery of such calculations to the Operating Advisor.
In the event the Operating Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the
end of such five (5) Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement
and the Certificate Administrator shall determine which calculation is to apply. In making such determination, the Certificate
Administrator may hire an independent third-party to assist with any such calculation at the expense of the Trust Fund.


 


(f)      
After the occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, the Operating Advisor shall
consult (on a non-binding basis) with the Special Servicer in connection with (i) any Major Decision with respect to a Serviced
Loan in accordance with Section 3.24, Section 6.09 and this Section 3.29, (ii) each Asset Status Report in
accordance with Section 3.21, and (iii) the matters set forth in, and in accordance with, Section 3.09 and Section
3.17(m), and in each case, the Special Servicer or the Trustee, as applicable, shall consider any alternative courses of action
and any other feedback provided by the Operating Advisor. In connection with the Operating Advisor’s obligation to consult
(on a non-binding basis) with the Special Servicer with respect to Asset Status Report in accordance with Section 3.21,
the Operating Advisor shall propose, by written notice, alternative courses of action within 10 Business Days of receipt
of each Asset Status Report to the extent the Operating Advisor determines such alternatives to be in the best interest of the
Certificateholders (including any Certificateholders that were previously included in the Control Eligible Classes), as a collective
whole as if such Certificateholders constituted a single lender. After the occurrence and during the continuance of an Operating
Advisor Consultation Trigger Event, the Operating Advisor shall consult with the Trustee in connection with the matter set forth
in, and in accordance with, Section 7.02.


 


(g)     
Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect
of Privileged Information), the Operating Advisor shall respond to Inquiries relating to the Operating Advisor Annual Reports
or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or
not referenced in any Operating Advisor Annual Report and made by Privileged Persons from time to time in accordance with the
terms of Section 4.02(a) of this Agreement.


 


(h)     
Subject to the Privileged Information Exception, the Operating Advisor will be obligated to keep confidential any Privileged Information
received from the Special Servicer, the related Directing Holder, any Risk Retention Consultation Party or any related Serviced
Companion Loan Holder (or its Companion Loan Holder Representative) in connection with the exercise of the rights of the related
Directing Holder, such Risk Retention Consultation Party or such related Serviced Companion Loan Holder under this


 



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Agreement (including,
without limitation, in connection with the review and/or approval of any Asset Status Report), subject to any law, rule, regulation,
order, judgment or decree requiring the disclosure of such Privileged Information.


 


(i)        The Operating Advisor shall keep all Privileged Information confidential and shall not disclose such Privileged Information to
any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly
required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged
Information, (2) pursuant to a Privileged Information Exception or (3) when necessary to support, and directly related to, specific
findings or conclusions (i) in the Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating
Advisor for the replacement of the Special Servicer. Notwithstanding the foregoing, the Operating Advisor, solely to the extent
required in connection with its duties under this Agreement, will be permitted to share Privileged Information with its Affiliates
and any subcontractors of the Operating Advisor provided such Affiliates and subcontractors of the Operating Advisor agree in
writing prior to their receipt of such Privileged Information to be bound by the same confidentiality provisions applicable to
the Operating Advisor described in this Agreement and a copy of such agreement is provided to the parties hereto. Each party to
this Agreement that receives Privileged Information from the Operating Advisor with a notice stating that such information is
Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special
Servicer and, as applicable, any related Outside Controlling Note Holder (if a Serviced Outside Controlled Loan Combination is
involved), the Risk Retention Consultation Parties and/or, unless a Consultation Termination Event has occurred and is continuing,
the Controlling Class Representative other than pursuant to a Privileged Information Exception.


 


(j)       
On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee accrued on the
Mortgage Loans from amounts on deposit in the Collection Account, pursuant to Section 3.06 of this Agreement, and
the applicable Operating Advisor Fee accrued on a Mortgage Loan that is part of a Loan Combination from collections on such Mortgage
Loan, on deposit in the related Loan Combination Custodial Account, pursuant to Section 3.06(A) of this Agreement. In addition,
the Operating Advisor Consulting Fee shall be payable to the Operating Advisor (but only to the extent such fee is actually received
from the related Mortgagor as a separately identifiable fee) with respect to each Major Decision for which the Operating Advisor
has consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds
on deposit in the Collection Account as provided in Section 3.06 of this Agreement, but with respect to the Operating
Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Mortgagor.
If the Operating Advisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or
the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect
the applicable Operating Advisor Consulting Fee from the related Mortgagor in connection with such Major Decision, but only to
the extent not prohibited by the related Loan Documents, and shall deposit any Operating Advisor Consulting Fee so collected from
the related Mortgagor into the Collection Account. The


 



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Master Servicer or Special Servicer, as applicable, may waive or reduce
the amount of any Operating Advisor Consulting Fee payable by the related Mortgagor if it determines that such full or partial
waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer or the Special Servicer take any
enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection;
provided that the Master Servicer or the Special Servicer, as applicable, shall consult (on a non-binding basis) with
the Operating Advisor prior to any such waiver or reduction.


 


(k)      
In no event shall the Operating Advisor have the power to compel any transaction party to take or refrain from taking any action.


 


Section 3.30      
Rating Agency Confirmation.


 


(a)      
Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents
or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting
Party”) required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating
Agency for such Rating Agency Confirmation and if, within 10 Business Days of the Rating Agency Confirmation request being posted
to the Rule 17g-5 Information Provider’s Website, any Rating Agency has not granted such request, rejected such
request or provided a Rating Agency Declination, then (i) such Requesting Party shall promptly request the related Rating
Agency Confirmation again, and (ii) if there is no response to such second Rating Agency Confirmation request from the applicable
Rating Agency within five (5) Business Days of such second request, whether in the form of granting or rejecting such Rating Agency
Confirmation request or providing a Rating Agency Declination, then: (x) with respect to any condition in any Loan Document
or related intercreditor agreement or Co-Lender Agreement requiring a Rating Agency Confirmation or any other matter under
this Agreement relating to the servicing of the Serviced Mortgage Loans (other than as set forth in clause (y) or (z) below),
the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master Servicer (with respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing
a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties
and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed
by the Special Servicer), as applicable) shall determine (with the consent of the applicable Directing Holder (but only in the
case of actions that would otherwise be Major Decisions), which consent shall be pursued by the Special Servicer and deemed given
if such Directing Holder does not respond within seven (7) Business Days of receipt of a request from the Special Servicer
to consent to the Requesting Party’s determination), in accordance with its duties under this Agreement and in accordance
with the Servicing Standard, except as provided in Section 3.30(b), whether or not such action would be in accordance
with the Servicing Standard, and if the Requesting Party (or, if the Requesting Party is the related Mortgagor, then the Master
Servicer or the Special Servicer, as applicable) makes such determination, then the requirement to obtain a Rating Agency Confirmation
shall not apply; (y) with respect to a replacement of the Master Servicer or


 



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the Special Servicer, such condition shall be
considered satisfied if: (1) the applicable replacement master servicer or special servicer, as applicable, is on S&P’s
Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable,
if S&P is the non-responding Rating Agency; (2) the applicable replacement master servicer has a master servicer
rating of at least “CMS3” from Fitch or the applicable replacement special servicer has a special servicer
rating of at least “CSS3” from Fitch, if Fitch is the non-responding Rating Agency; and (3) DBRS has not
cited servicing concerns of the applicable replacement master servicer or special servicer as the sole or material factor in any
qualification, downgrade or withdrawal (or placement on “watch status” in contemplation of a ratings downgrade or
withdrawal) of the ratings of securities in any other CMBS transaction serviced by the applicable servicer prior to the time of
determination, if DBRS is the non-responding Rating Agency, as applicable; and (z) with respect to a replacement or successor
of the Operating Advisor, such condition shall be deemed to be waived with respect to any non-responding Rating Agency so
long as such Rating Agency has not cited concerns regarding the replacement operating advisor as the sole or material factor in
any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings
downgrade or withdrawal) of securities in any other CMBS transaction with respect to which the replacement operating advisor acts
as trust advisor or operating advisor prior to the time of determination.


 


Any
Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor
or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating
the nature of the Rating Agency Confirmation request, and shall contain all back-up material reasonably necessary for the
Rating Agency to process such request, subject to Section 12.13. Such written Rating Agency Confirmation request shall
be provided in electronic format in accordance with Section 12.13(b) and the Master Servicer, Special Servicer, Certificate
Administrator, Operating Advisor or Trustee, as applicable, shall be required to send the Rating Agency Confirmation request to
the Rating Agencies in accordance with Section 12.13(b).


 


Promptly
following the Requesting Party’s (or, if the Requesting Party is the related Mortgagor, then the Master Servicer’s
or the Special Servicer’s, as applicable) determination to take any action discussed in this Section 3.30(a)
without receiving any required Rating Agency Confirmation, such Requesting Party (or the Master Servicer or the Special Servicer,
as applicable) shall provide electronic written notice in accordance with Section 12.13(b) of the action taken for
the particular item at such time and the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
shall be required to send the Rating Agency Confirmation request to the Rating Agencies in accordance with Section 12.13(b).


 


(b)     
For the purposes of clause (ii) of Section 3.30(a), and notwithstanding anything to the contrary in Section 3.30(a),
with respect to the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral
acceptable for use as defeasance collateral), release or substitution of any collateral, any applicable Rating Agency Confirmation
requirement in the Loan Documents shall not apply, even without the determination pursuant to Section 3.30(a)(ii)(x)
by the Requesting Party (or, if the Requesting Party is the related Mortgagor, by the Master Servicer (with


 



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respect to Performing
Serviced Loans if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing
a Major Decision or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties
and with respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed
by the Special Servicer), as applicable); provided, that the Master Servicer (with respect to Performing Serviced Loans
if the subject action is not a Major Decision or a Special Servicer Decision or the Master Servicer is processing a Major Decision
or a Special Servicer Decision) or the Special Servicer (with respect to Specially Serviced Loans and REO Properties and with
respect to Performing Serviced Loans if the subject action is a Major Decision or a Special Servicer Decision processed by the
Special Servicer), as applicable, shall in any event review the other conditions required under the related Loan Documents with
respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard
that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.


 


(c)      
For all other matters or actions (i) not specifically discussed in clause (ii) (x), (ii) (y) or (ii) (z) of Section 3.30(a)
above and (ii) that are not the subject of a Rating Agency Declination, the proposed action shall not be permitted to
proceed unless the applicable Requesting Party shall deliver Rating Agency Confirmation from each Rating Agency.


 


(d)      
With respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating
to the servicing and administration of any or all of the related Serviced Loans or any related REO Property (including, but not
limited to, the replacement of the Master Servicer, the Special Servicer or a sub-servicer) (the “Relevant Action”)
requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except
as set forth below in this paragraph, such action will also require delivery of a Companion Loan Rating Agency Confirmation as
a condition precedent to such action from each Companion Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall
be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding
Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Companion Loan Rating Agency
Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the
Master Servicer and the Special Servicer on, and will be deemed satisfied or not to apply on, the same terms and conditions applicable
to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the Master Servicer or Special
Servicer, as applicable, depending on which is seeking the subject Companion Loan Rating Agency Confirmation, shall forward to
one or more of its counterparts (i.e., the master servicer or special servicer, as applicable), the Rule 17g-5 Information
Provider’s counterpart for the related Other Securitization Trust, or such other party or parties (as are agreed to by the
Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization Trust),
at the expense of the related Other Securitization Trust to the extent not borne by the related Mortgagor, and in such format
as the sender and recipient may reasonably agree, (i) the request for such Companion Loan Rating Agency Confirmation


 



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at least
two (2) Business Days before it is sent to the applicable Companion Loan Rating Agency, (ii) all materials forwarded
to the Rule 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s)
for the applicable Relevant Action at approximately the same time that such materials are forwarded to the Rule 17g-5
Information Provider, and (iii) any other materials that the applicable Companion Loan Rating Agency may reasonably request
in connection with such Companion Loan Rating Agency Confirmation promptly following such request.


 


(e)      
Each of the Master Servicer and the Certificate Administrator shall, promptly following receipt of written request from the Special
Servicer, provide to the Special Servicer the contact information for the master servicer, the special servicer, the trustee,
the certificate administrator and the Rule 17g-5 Information Provider’s counterpart for an Other Securitization
Trust, in each case to the extent known to it.


 


Section 3.31      
General Acknowledgement Regarding Companion Loan Holders. Each Certificateholder acknowledges and agrees, by its acceptance
of its Certificates, that: (i) each Companion Loan Holder may have special relationships and interests that conflict with
those of Holders of one or more Classes of Certificates; (ii) each Companion Loan Holder may act solely in its own interests;
(iii) no Companion Loan Holder has any duty to the Holders of any Class of Certificates; and (iv) no Companion
Loan Holder shall have any liability whatsoever for having so acted in its own interests, and no Certificateholder may take any
action whatsoever against any Companion Loan Holder or any director, officer, employee, agent or principal thereof for such Companion
Loan Holder’s having so acted in its own interests.


 


Section 3.32      
Delivery of Excluded Information to the Certificate Administrator. Any Excluded Information that the Master Servicer, the
Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate
Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means
as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by
the applicable loan name and loan file to loandata@citi.com. For the avoidance of doubt, any information that is not appropriately
labeled and delivered in accordance with this Section 3.32 shall not be separately posted as Excluded Information
on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.32 shall be posted on the Certificate Administrator’s Website under the “Excluded
Information” section, as provided under Section 4.02 (unless a loan-by-loan segregation is later performed
by the Certificate Administrator in which case any information appropriately labeled and delivered to the Certificate Administrator
pursuant to this Section 3.32 shall be posted on the Certificate Administrator’s Website in such a manner that
an Excluded Controlling Class Holder will only be prohibited from accessing Excluded Information with respect to those Excluded
Controlling Class Mortgage Loan(s) for which such Excluded Controlling Class Holder is a Borrower Party; provided
that the foregoing shall not be construed as an affirmative obligation for the Certificate Administrator to perform such segregation).
When so posted, the Excluded Controlling Class Holders shall be prohibited from accessing Excluded Information with respect
to any Excluded Controlling Class Mortgage Loans on the Certificate Administrator’s Website. None of the Master Servicer,
the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information
in accordance with this Section 3.32 until such party has received written 


 



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notice with respect to the related Excluded
Controlling Class Mortgage Loan in the form of Exhibit M-1C to this Agreement. Nothing set forth in this
Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving,
requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to
which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and,
if such Excluded Information is not available on the Certificate Administrator’s Website, such Controlling Class Representative
or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage
Loan shall be entitled to obtain (upon reasonable request) such information in accordance with Section 4.02(e) of
this Agreement.


 


Section 3.33      
[RESERVED].


 


Section 3.34      
Resignation Upon Prohibited Risk Retention Affiliation.


 


Under
Regulation RR, 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 referred to in the preceding sentence 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 the Third Party Purchaser (in such case, an “Impermissible TPP Affiliate”), (ii) the
Master Servicer, Certificate Administrator or the Trustee receiving written notice by any other party to this Agreement, the Third
Party Purchaser, any Sponsor or any Underwriter or Initial Purchaser that the Master Servicer, 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 an Affiliate (including a Risk Retention Affiliate) of the Third
Party Purchaser, any Sponsor or any other party to this Agreement (other than the Operating Advisor and Asset Representations
Reviewer) (together with an Impermissible TPP Affiliate, an “Impermissible Risk Retention Affiliate”), then,
in each case, such Impermissible Risk Retention Affiliate shall promptly notify the Sponsors 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 shall bear all reasonable out-of-pocket costs and expenses of each
other party to this Agreement, the Trust and each Rating Agency in connection with such resignation as and to the extent required
under this Agreement, provided however, if the affiliation causing an Impermissible Risk Retention Affiliate is the result
of the 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 shall be an expense of the Trust.


 






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Article
IV



DISTRIBUTIONS TO CERTIFICATEHOLDERS


 


Section 4.01      
Distributions.


 


(a)      
(i) On each Master Servicer Remittance Date, the Master Servicer shall make the remittances and deposits specified in the
first paragraph of Section 4.06(a) of this Agreement. On or prior to the Master Servicer Remittance Date in March
(or February if the final Distribution Date occurs in such month) of each calendar year (commencing in 2020), pursuant to Section 3.23,
the Certificate Administrator shall withdraw from the Interest Reserve Account the aggregate of all Withheld Amounts on deposit
therein and shall deposit any such amounts in the Lower-Tier REMIC Distribution Account (to the extent such Withheld Amounts
relate to the Mortgage Loans). On each Master Servicer Remittance Date, the Certificate Administrator shall withdraw from the
Excess Liquidation Proceeds Reserve Account and deposit in the Lower-Tier REMIC Distribution Account any Excess Liquidation
Proceeds required to be so transferred pursuant to Section 4.01(e) of this Agreement. On each Distribution Date, the
amounts that have been transferred to the Lower-Tier REMIC Distribution Account from the Collection Account or as P&I
Advances or Compensating Interest Payments or as otherwise contemplated by the preceding sentences of this Section 4.01(a)
shall be deemed distributed on the Lower-Tier Regular Interests to the Upper-Tier REMIC, in accordance with Section 4.01(a)(ii)
and the last paragraph of Section 4.01(d). Thereafter, such amounts shall be considered to be held in the Upper-Tier
REMIC Distribution Account until distributed to the Certificateholders.


 


(ii)     All
distributions made in respect of interest on any Class of Non-Vertically Retained Principal Balance Certificates or
in respect of interest of the Class VRR Upper Tier Regular Interest on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC as interest in respect of its Corresponding Lower-Tier Regular Interest set forth in the Preliminary
Statement hereto. All distributions made in respect of interest on any Class of the Class X Certificates on each
Distribution Date pursuant to Section 4.01(b) or Section 9.01, and allocable to any
particular Component of such Class of Certificates in accordance with the last paragraph of Section 4.01(b),
shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC as interest in
respect of such Component’s Corresponding Lower-Tier Regular Interest. All distributions made in respect of
principal of any Class of Principal Balance Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the
Upper-Tier REMIC in respect of principal of its Corresponding Lower-Tier Regular Interest set forth in the
Preliminary Statement hereto. All reimbursements (with interest) of applicable Realized Losses made in respect of any
Class of Principal Balance Certificates on each Distribution Date pursuant to Section 4.01(b), Section 4.01(c)
or Section 9.01 shall be deemed to have first been distributed from the Lower-Tier REMIC to the


 



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Upper-Tier
REMIC as reimbursements (with interest) of applicable Realized Losses, in respect of its Corresponding Lower-Tier Regular
Interest.


 


(iii)      
On each Distribution Date, Holders of the Class R Certificates shall receive distributions of any amounts remaining in the
Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Residual Interest after all payments have been made
to the Certificate Administrator as the holder of the Lower-Tier Regular Interests in accordance with Section 4.01(a)(ii)
and the last paragraph of Section 4.01(d).


 


(b)     
On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the
amounts on deposit in the Upper-Tier REMIC Distribution Account in respect of interest, principal and reimbursement of applicable
Realized Losses, to the extent of Available Funds on deposit therein, and distribute such amounts to the Holders of each Class of
Non-Vertically Retained Regular Certificates and to the Holders of the Class R Certificates in the amounts and in the
order of priority set forth below:


 


(i)       First, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class X-A, Class X-B, Class X-D 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
Amounts of those Classes;


 


(ii)     
Second, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-AB Certificates in reduction of the respective Certificate Balances thereof in the following
priority (subject to the penultimate paragraph of this Section 4.01(b)):


 


(A)      
to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, until the related Certificate Balance is reduced to the Class A-AB
Scheduled Principal Balance with respect to such Distribution Date;


 


(B)      
to the Holders of the Class A-1 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclause (A) above, until the related Certificate Balance is reduced to zero;


 


(C)      
to the Holders of the Class A-2 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) and (B) above, until the related Certificate Balance is reduced to zero;


 






     - 301 -


     


    

 


(D)      
to the Holders of the Class A-3 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (C) above, until the related Certificate Balance is reduced to zero;


 


(E)      
to the Holders of the Class A-4 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (D) above, until the related Certificate Balance is reduced to zero;


 


(F)      
to the Holders of the Class A-5 Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (E) above, until the related Certificate Balance is reduced to zero;


 


(G)      
to the Holders of the Class A-AB Certificates, in reduction of the related Certificate Balance, up to an amount equal
to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed
pursuant to subclauses (A) through (F) above, until the related Certificate Balance is reduced to zero;


 


(iii)     
Third, to the respective Holders of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-AB Certificates, up to an amount equal to, and pro rata based upon, the aggregate
unreimbursed Realized Losses previously allocated to each such Class, plus interest thereon at the Pass-Through Rate for such
Class compounded monthly from the date each related Realized Loss was allocated to such Class;


 


(iv)     
Fourth, to the Holders of the Class A-S Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(v)     
Fifth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5 and Class A-AB Certificates have been reduced to zero, to the Holders of the Class A-S Certificates,
in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution
Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate
Balance is reduced to zero;


 


(vi)     
Sixth, to the Holders of the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 






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(vii)      Seventh,
to the Holders of the Class B Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;


 


(viii)     Eighth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB and Class A-S Certificates have been reduced to zero, to the Holders of the Class B
Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for
such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until
the related Certificate Balance is reduced to zero;


 


(ix)      
Ninth, to the Holders of the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 


(x)     
Tenth, to the Holders of the Class C Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;


 


(xi)     
 Eleventh, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class A-S and Class B Certificates have been reduced to zero, to the Holders
of the Class C Certificates, in reduction of the related Certificate Balance, up to an amount equal to the Principal Distribution
Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant to all prior clauses,
until the related Certificate Balance is reduced to zero;


 


(xii)      Twelfth, to the Holders of the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 


(xiii)    
Thirteenth, to the Holders of the Class D Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(xiv)     Fourteenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5. Class A-AB, Class A-S, Class B and Class C Certificates have been reduced to zero,
to the Holders of the Class D Certificates, in reduction of the related Certificate Balance, up to an amount equal to the
Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount distributed pursuant
to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xv)      Fifteenth, to the Holders of the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such


 



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Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 


(xvi)     Sixteenth,
to the Holders of the Class E Certificates, in respect of interest, up to an amount equal to the Interest Distribution
Amount of that Class;


 


(xvii)   
Seventeenth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5. Class A-AB, Class A-S, Class B, Class C and Class D Certificates have been
reduced to zero, to the Holders of the Class E Certificates, in reduction of the related Certificate Balance, up to an amount
equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution Amount
distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xviii)  
Eighteenth, to the Holders of the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Realized
Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded monthly
from the date each related Realized Loss was allocated to such Class;


 


(xix)     
Nineteenth, to the Holders of the Class F Certificates, in respect of interest, up to an amount equal to the Interest
Distribution Amount of that Class;


 


(xx)      Twentieth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5. Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates
have been reduced to zero, to the Holders of the Class F Certificates, in reduction of the related Certificate Balance, up
to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal Distribution
Amount distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxi)     Twenty-First, to the Holders of the Class F Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(xxii)   
Twenty-Second, to the Holders of the Class G-RR Certificates, in respect of interest, up to an amount equal
to the Interest Distribution Amount of that Class;


 


(xxiii)  
Twenty-Third, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5. Class A-AB, Class A-S, Class B, Class C, Class D, Class E and Class F
Certificates have been reduced to zero, to the Holders of the Class G-RR Certificates, in reduction of the related Certificate
Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less the portion of such Principal
Distribution Amount


 



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distributed pursuant to all prior clauses, until the related Certificate Balance is reduced to zero;


 


(xxiv)   
Twenty-Fourth, to the Holders of the Class G-RR Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class;


 


(xxv)     
Twenty-Fifth, to the Holders of the Class J-RR Certificates, in respect of interest, up to an amount equal
to the Interest Distribution Amount of that Class;


 


(xxvi)    
Twenty-Sixth, after the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5. Class A-AB, Class A-S, Class B, Class C, Class D, Class E, Class F
and Class G-RR Certificates have been reduced to zero, to the Holders of the Class J-RR Certificates, in reduction
of the related Certificate Balance, up to an amount equal to the Principal Distribution Amount for such Distribution Date, less
the portion of such Principal Distribution Amount distributed pursuant to all prior clauses, until the related Certificate Balance
is reduced to zero;


 


(xxvii) 
  Twenty-Seventh, to the Holders of the Class J-RR Certificates, up to an amount equal to the aggregate of unreimbursed
Realized Losses previously allocated to such Class, plus interest thereon at the Pass-Through Rate for such Class compounded
monthly from the date each related Realized Loss was allocated to such Class; and


 


(xxviii)  
Last, to the Holders of the Class R Certificates in respect of the Upper-Tier Residual Interest, in the amount
of any remaining portion of the Available Funds for such Distribution Date on deposit in the Upper-Tier REMIC Distribution
Account.


 


Notwithstanding
the foregoing, on each Distribution Date occurring on and after the Cross-Over Date, in place of the allocation of principal
payments described in clause (ii) above, remaining Available Funds at such level shall be distributed up to an amount equal
to the Principal Distribution Amount for such Distribution Date to the respective Holders of Class A-1, Class A-2,
Class A-3, Class A-4, Class A-5 and Class A-AB Certificates, pro rata, based on their
respective Certificate Balances, in reduction of their respective Certificate Balances (and the schedule for the Class A-AB
principal distributions shall be disregarded). Any remaining Available Funds will then be allocated as provided in clauses (iii)
through (xxviii) above.


 


All
distributions of interest made in respect of a Class of the Class X Certificates on any Distribution Date pursuant to
this Section 4.01(b), shall be deemed to have been made: (x) if there is only one Component of such Class, in
respect of such Component; and (y) if there are multiple Components of such Class, in respect of all such Components, pro
rata in accordance with the respective amounts of interest that would be payable on such Components on such Distribution Date
based on one-twelfth of the Class X Strip Rate of each such Component


 



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multiplied by its respective Component Notional
Amount, reduced by its share of any Excess Prepayment Interest Shortfall with respect to the Mortgage Pool for such Distribution
Date, together with any amounts thereof remaining unpaid from previous Distribution Dates.


 


(c)      
On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the
amounts on deposit therein, to the extent of the VRR Available Funds for such Distribution Date, and shall distribute such amounts
to the Holders of the VRR Interest and the Holders of the Class R Certificates for the following purposes and in the following
order of priority:


 


(i)         First,
distributions of interest on the VRR Interest, up to an amount equal to the VRR Interest Distribution Amount for such Distribution
Date;


 


(ii)       Second, distributions in reduction of the Certificate Balance of the VRR Interest, up to an amount equal to the VRR Principal
Distribution Amount for such Distribution Date, until the outstanding Certificate Balance of the VRR Interest has been reduced
to zero; and


 


(iii)     
Third, reimbursements (with interest) of prior write-offs of the Certificate Balance of the VRR Interest, up to an
amount equal to the unreimbursed Realized Losses previously allocated to the VRR Interest, plus interest in an amount equal to
the VRR Realized Loss Interest Distribution Amount for such Distribution Date;


 


provided
that, with respect to any Distribution Date, to the extent that the VRR Available Funds for such Distribution Date exceeds
the distributions to the Holders of the VRR Interest on such Distribution Date pursuant to the immediately preceding clauses (i)
through (iii), the Certificate Administrator shall distribute such excess to the Holders of the Class R Certificates in respect
of the Upper-Tier Residual Interest.


 


(d)     
On each Distribution Date, until the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates
and the Certificate Balances of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced
to zero, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Non-Vertically Retained Percentage
of each Yield Maintenance Charge (such portion of any Yield Maintenance Charge, a “Non-Vertically Retained Yield
Maintenance Charge”) collected on the Mortgage Loans during the related Collection Period (or, in the case of any Outside
Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available Funds for such Distribution
Date) shall be distributed by the Certificate Administrator to the Holders of the respective Classes of Non-Vertically Retained
Regular Certificates (excluding the Class X-F, Class F, Class G-RR and Class J-RR Certificates) as follows:
(A) first such Non-Vertically Retained Yield Maintenance Charge shall be allocated between (i) the group (the “YM
Group A”) of the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A and Class A-S Certificates, (ii) the group (the “YM Group B”)
of the Class X-B and Class B Certificates, (iii) the group (the “YM Group C”) comprised solely
of the Class C


 



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Certificates, and (iv) the group (the “YM Group DE” and, collectively with the YM Group A, the
YM Group B and the YM Group C, the “YM Groups”) of the Class X-D, Class D and Class E Certificates,
pro rata based on the aggregate amount of principal distributed with respect to the Class or Classes of Non-Vertically
Retained Principal Balance Certificates in each YM Group on such Distribution Date, and (B) then, the portion of such Non-Vertically
Retained Yield Maintenance Charge allocated to each YM Group shall be further allocated as among the Classes of Non-Vertically
Retained Regular Certificates in such YM Group, in the following manner: (1) each Class of Non-Vertically Retained Principal
Balance Certificates in such YM Group shall entitle the applicable Certificateholders to receive on the applicable Distribution
Date that portion of such Non-Vertically Retained Yield Maintenance Charge equal to the product of (x) a fraction, the
numerator of which is the amount distributed as principal to such Class of Non-Vertically Retained Principal Balance
Certificates on such Distribution Date, and the denominator of which is the total amount of principal distributed to all of the
Non-Vertically Retained Principal Balance Certificates in such YM Group on such Distribution Date, (y) the Base Interest
Fraction for the related Principal Prepayment and such Class of Non-Vertically Retained Principal Balance Certificates
and (z) the portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such YM Group; and (2) the
portion of such Non-Vertically Retained Yield Maintenance Charge allocated to such YM Group on any Distribution Date and remaining
after such distributions with respect to the Non-Vertically Retained Principal Balance Certificates contemplated by the preceding
clause (1) shall be distributed to the Class of Class X Certificates in such YM Group (or, in the case of YM Group
C, to the Class C Certificates). If there is more than one Class of Non-Vertically Retained Principal Balance Certificates
in any YM Group entitled to distributions of principal on any particular Distribution Date on which Non-Vertically Retained
Yield Maintenance Charges collected on the Mortgage Loans are distributable to such Classes, then the aggregate portion of such
Non-Vertically Retained Yield Maintenance Charges allocated to such YM Group shall be allocated among all such Classes of
Non-Vertically Retained Principal Balance Certificates up to, and on a pro rata basis in accordance with, their respective
entitlements in those Non-Vertically Retained Yield Maintenance Charges in accordance with the preceding sentence.


 


Notwithstanding
the foregoing provisions of this Section 4.01(d), on each Distribution Date after the Class X-A Notional
Amount, the Class X-B Notional Amount and the Class X-D Notional Amount and the Certificate Balances of the
Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class A-S,
Class B, Class C, Class D and Class E Certificates have been reduced to zero, all amounts on deposit in the
Upper-Tier REMIC Distribution Account that represent Non-Vertically Retained Yield Maintenance Charges collected on the
Mortgage Loans during the related Collection Period (or, in the case of any Outside Serviced Mortgage Loan(s), that accompanied
a Principal Prepayment included in the Aggregate Available Funds for such Distribution Date) shall be distributed by the Certificate
Administrator to the Holders of the Class F, Class G-RR and Class J-RR Certificates (collectively, the
“Subordinate YM Certificates”) as follows: each such Class of Subordinate YM Certificates shall entitle
the applicable Certificateholders to receive on the applicable Distribution Date that portion of such Non-Vertically Retained
Yield Maintenance Charge equal to the product of (x) a fraction, the numerator of which is the amount distributed as principal
to such Class of Subordinate YM Certificates on such Distribution Date, and the denominator of which is the total amount
of


 



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principal distributed to all of the Subordinate YM Certificates on such Distribution Date, and (y) the total amount of
Non-Vertically Retained Yield Maintenance Charges to be distributed on such Distribution Date. If there is more than one Class of
Subordinate YM Certificates entitled to distributions of principal on any particular Distribution Date on which the Non-Vertically
Retained Yield Maintenance Charges are distributable to such Classes, then the aggregate amount of such Non-Vertically Retained
Yield Maintenance Charges shall be allocated among all such Classes of Subordinate YM Certificates up to, and on a pro rata
basis in accordance with, their respective entitlements in those Non-Vertically Retained Yield Maintenance Charges in
accordance with the preceding sentence of this paragraph.


 


On
each Distribution Date, amounts on deposit in the Upper-Tier REMIC Distribution Account that represent the Vertically Retained
Percentage of each Yield Maintenance Charge collected on the Mortgage Loans during the related Collection Period (or, in the case
of any Outside Serviced Mortgage Loan(s), that accompanied a Principal Prepayment included in the Aggregate Available Funds for
such Distribution Date) shall be distributed by the Certificate Administrator to the Holders of the VRR Interest.


 


Any
portion of a Yield Maintenance Charge that is distributed to Holders of the Regular Certificates on any Distribution Date shall
be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of the Lower-Tier
Regular Interests then receiving a principal distribution, pro rata, based on the respective amounts of those principal
distributions.


 


(e)      
On each Master Servicer Remittance Date, the Certificate Administrator shall determine if the Available Funds for such Distribution
Date (determined without regard to the inclusion of any Excess Liquidation Proceeds therein) would be sufficient to pay all interest
and principal due and owing to, and to reimburse (with interest thereon) all previously allocated Realized Losses reimbursable
to, the Holders of the Non-Vertically Retained Regular Certificates on such Distribution Date pursuant to Section 4.01(b).
If the Certificate Administrator determines that such Available Funds (as so determined) would not be sufficient to make such
payments and reimbursements, then the Certificate Administrator shall withdraw from the Excess Liquidation Proceeds Reserve Account
and deposit in the Lower-Tier REMIC Distribution Account on the applicable Master Servicer Remittance Date an amount (to be
included in the Aggregate Available Funds for the related Distribution Date for allocation between the Vertically Retained Certificates
and the Non-Vertically Retained Regular Certificates) equal to the lesser of (i) all amounts then on deposit in the Excess
Liquidation Proceeds Reserve Account and (ii) the sum of (A) the amount of the applicable insufficiency in such Available Funds
and (B) the VRR Allocation Percentage of the amount described in the immediately preceding sub-clause (A). The Certificate
Administrator may also withdraw funds from the Excess Liquidation Proceeds Reserve Account in order to make distributions to the
Holders of the Class R Certificates in accordance with the last sentence of Section 3.05(c) of this Agreement.


 


(f)      
The Certificate Balance of each Class of Non-Vertically Retained Principal Balance Certificates shall be reduced without
distribution on any Distribution Date, as a write-off, to the extent of any applicable Realized Loss allocated to such Class of


 



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Certificates, on such Distribution Date. On each Distribution Date, any Realized Loss with respect to the Non-Vertically Retained
Principal Balance Certificates for such Distribution Date shall be allocated to the following Classes of Non-Vertically Retained
Principal Balance Certificates in the following order, until the Certificate Balance of each such Class of Certificates is
reduced to zero: first, to the Class J-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-S Certificates; and, finally, pro rata to the (i) Class A-1 Certificates, (ii) Class A-2
Certificates, (iii) Class A-3 Certificates, (iv) Class A-4 Certificates, (iv) Class A-5 Certificates
and (vi) Class A-AB Certificates based on their respective Certificate Balances.


 


On
each Distribution Date, any Realized Loss with respect to the VRR Interest for such Distribution Date shall be allocated to the
VRR Interest; and, in connection therewith, the Certificate Balance of the VRR Interest will be reduced without distribution,
as a write-off, to the extent of such Realized Loss.


 


On
each Distribution Date, following the deemed distributions of principal or in reimbursement (with interest) of previously allocated
applicable Realized Losses deemed made in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a)(ii),
the Lower-Tier Principal Balance of each Lower-Tier Regular Interest (after taking account of such deemed distributions) shall
be deemed reduced as a result of applicable Realized Losses, to equal the Certificate Balance of its Corresponding Certificates
that will be outstanding immediately following such Distribution Date.


 


The
Notional Amount of the Class X-A Certificates and the Component Notional Amounts of the Class X-A Components
will be reduced to reflect reductions of the Certificate Balances of the Class A-1, Class A-2, Class A-3,
Class A-4, Class A-5, Class A-AB and Class A-S Certificates and of the Lower-Tier Principal
Balances of the Class LA-1, Class LA-2, Class LA-3, Class LA-4, Class LA-5, Class LA-AB
and Class LA-S Lower-Tier Regular Interests, in any event resulting from allocations of Realized Losses. The Notional
Amount of the Class X-B Certificates and the Component Notional Amount of the Class X-B Component will be reduced
to reflect reductions of the Certificate Balance of the Class B Certificates and of the Lower-Tier Principal Balances
of the Class LB Lower-Tier Regular Interest, in any event resulting from allocations of Realized Losses. The Notional
Amount of the Class X-D Certificates and the Component Notional Amounts of the Class X-D Components will be
reduced to reflect reductions of the Certificate Balances of the Class D and Class E Certificates and of the Lower-Tier
Principal Balances of the Class LD and Class LE Lower-Tier Regular Interests, in any event resulting from allocations
of Realized Losses. The Notional Amount of the Class X-F Certificates and the Component Notional Amount of the Class X-F
Component will be reduced to reflect reductions of the Certificate Balance of the Class F Certificates and of the Lower-Tier
Principal Balance of the Class LF Lower-Tier Regular Interest, in any event resulting from allocations of Realized Losses.


 


(g)     
Distributions in reimbursement of Realized Losses previously allocated to the respective Classes of the Principal Balance Certificates
shall be made in the amounts and manner specified in Section 4.01(b) or Section 4.01(c), as applicable.
If and to the extent that any Nonrecoverable Advances (plus interest thereon) that were reimbursed from


 



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principal collections
on the Mortgage Loans (including REO Mortgage Loans) and previously resulted in a reduction of the Aggregate Principal Distribution
Amount are subsequently recovered on the related Mortgage Loan or REO Property, then (on the Distribution Date related to the
Collection Period during which the recovery occurred): (i) the Non-Vertically Retained Percentage of the amount of such recovery will
be added to the Certificate Balance(s) of the Class or Classes of Non-Vertically Retained Principal Balance Certificates
that previously were allocated Realized Losses, in the same sequential order as distributions pursuant to Section 4.01(b)
of this Agreement, in each case up to the lesser of (A) the unallocated portion of the Non-Vertically Retained Percentage
of the amount of such recovery and (B) the amount of the unreimbursed Realized Losses previously allocated to the subject Class of
Non-Vertically Retained Principal Balance Certificates, and the Interest Shortfall with respect to each affected Class of
Non-Vertically Retained Regular Certificates for the next Distribution Date will be increased by the aggregate amount of interest
that would have accrued through the then current Distribution Date if the restored write-down for such reimbursed Class of
Non-Vertically Retained Principal Balance Certificates had never been written down; and (ii) the Vertically Retained Percentage
of the amount of such recovery will be added to the Certificate Balance of the VRR Interest up to the lesser of (A) the Vertically
Retained Percentage of the amount of such recovery and (B) the amount of the unreimbursed 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-Vertically Retained Regular Certificates pursuant to clause (i)
of this sentence. To the extent that the Certificate Balance of, and/or any interest payable on, any Class of Regular Certificates
or any Component thereof is so increased or deemed increased, an identical increase shall be deemed made to the Lower-Tier
Principal Balance of, and any interest payable on, the Corresponding Lower-Tier Regular Interest. If the Certificate Balance
of any Class of Principal Balance Certificates (or the Lower-Tier Principal Balance of any Lower-Tier Regular Interest)
is so increased, the amount of unreimbursed applicable Realized Losses in respect of such Class of Principal Balance Certificates
(or such Lower-Tier Regular Interest) shall be decreased by such amount, and any interest accrued on the amount of such unreimbursed
applicable Realized Losses so decreased shall be deemed not to exist.


 


(h)     
All amounts distributable, or reductions allocable on account of Realized Losses, to a Class of Certificates pursuant to
this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates
in each such Class based on their respective Percentage Interests. Such distributions shall be made by the Certificate Administrator
on each Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the
related Record Date by wire transfer of immediately available funds to the account of such Certificateholder at a bank or other
entity located in the United States and having appropriate facilities to accept such funds, if such Certificateholder has provided
the Certificate Administrator with written wiring instructions no less than five (5) Business Days prior to the related Record
Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or otherwise
by check mailed to such Certificateholder. The final distribution on each Certificate shall be made in like manner, but only upon
presentation and surrender of such Certificate at the office of the Certificate Administrator


 



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or its agent (which may be the Paying
Agent or the Certificate Registrar acting as such agent) that is specified in a notice to Certificateholders of the pendency
of the final distribution. The Certificate Administrator shall be responsible for making all distributions on the Certificates
contemplated hereunder.


 


(i)       
Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator
shall, no later than the fifteenth day of the month preceding the month in which the final distribution with respect to any Class of
Certificates is expected to be made (or, if the Certificate Administrator has not received notice of such Anticipated Termination
Date by such time, promptly following the Certificate Administrator’s receipt of such notice), mail to each Holder of such
Class of Certificates, on such date a notice to the effect that:


 


(i)       the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution
with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender
of such Certificates at the office of the Certificate Administrator therein specified, and


 


(ii)     
if such final distribution is made on such Distribution Date, no interest shall accrue on such Class of Certificates, or
on the Corresponding Lower-Tier Regular Interest from and after such Distribution Date; provided, however, that
the Class R Certificates shall remain outstanding until there is no other Class of Certificates outstanding.


 


Any
funds not distributed to any Holder or Holders of Certificates of such Class on such Distribution Date because of the failure
of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held in trust for the benefit of
the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(i) shall
not have been surrendered for cancellation within six (6) months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation
to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates
shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate
steps to contact the remaining non-tendering Certificateholders concerning surrender of their Certificates. The costs and
expenses of holding such funds in trust and of contacting such Certificateholders shall be paid out of such funds. Subject to
applicable state law with respect to escheatment of funds, if within two years after the second notice any such Certificates shall
not have been surrendered for cancellation, the Paying Agent shall pay to the Certificate Administrator all amounts distributable
to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until
the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor
Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R
Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount held in trust hereunder or by
the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with this Section 4.01(i). Any funds not distributed on such 


 



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Distribution Date shall
be set aside and held uninvested in trust for the benefit of Certificateholders not presenting and surrendering their Certificates
in the aforesaid manner.


 


(j)       The Non-Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if any, with respect to the Mortgage Pool
for each Distribution Date will be allocated among the various Classes of Non-Vertically Retained Regular Certificates, pro
rata, based upon the respective Interest Accrual Amounts with respect to such Classes of Non-Vertically Retained Regular
Certificates for such Distribution Date, and the Vertically Retained Percentage of the Excess Prepayment Interest Shortfall, if
any, for each Distribution Date will be deemed allocated to the VRR Interest. The portion of any Excess Prepayment Interest Shortfall
for any Distribution Date so allocable to a Class of Class X Certificates shall, in turn, be allocated among the various
Components of such Class of Class X Certificates, pro rata, based upon the respective amounts of Accrued Component
Interest with respect to such Components for such Distribution Date. The portion of any Excess Prepayment Interest Shortfall for
any Distribution Date so allocated to any Class of Non-Vertically Retained Principal Balance Certificates, the VRR Interest
or any Component of a Class of Class X Certificates shall be deemed to have first been allocated to the Corresponding
Lower-Tier Regular Interest for such Class of Non-Vertically Retained Principal Balance Certificates, the VRR Interest
or such Component, as applicable.


 


(k)      
On each Distribution Date, the Certificate Administrator shall withdraw from the Excess Interest Distribution Account any amounts
on deposit therein that represent Excess Interest received during the related Collection Period (or, in the case of an ARD Mortgage
Loan that is an Outside Serviced Mortgage Loan, received as of the close of business on the Business Day immediately preceding
the related Master Servicer Remittance Date and not previously distributed) with respect to the ARD Mortgage Loans and shall distribute
such Excess Interest to the Holders of the VRR Interest in an amount equal to the Vertically Retained Percentage of such Excess
Interest.


 


(l)       
The various amounts distributable on any Class of Certificates on any Distribution Date pursuant to multiple subsections
of, or multiple clauses of any subsection of, this Section 4.01 shall be so distributed in a single, aggregate distribution
to the Holders of such Class of Certificates on such Distribution Date.


 


Section 4.02      
Statements to Certificateholders; Certain Reports by the Master Servicer and the Special Servicer.


 


(a)      
Based on loan-level information received from the Master Servicer and any other applicable Persons, on each Distribution Date,
the Certificate Administrator shall provide or make available a report, including reports in substantially the form attached hereto
as Exhibit D (the “Distribution Date Statement”), setting forth, among other things, the following
information:


 


(A)       the amount of distributions, if any, made on such Distribution Date to the holders of each Class of Principal
Balance Certificates and applied to reduce the respective Certificate Balance thereof;


 






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(B)      the amount of distributions, if any, made on such Distribution Date to the Holders of each Class of Certificates allocable
to (A) an Interest Distribution Amount (or, if applicable, the VRR Interest Distribution Amount), (B) Yield Maintenance
Charges and (C) Excess Interest;


 


(C)      the amount of any distributions made on such Distribution Date to the Holders of the Class R Certificates;


 


(D)      the aggregate amount of outstanding P&I Advances with respect to each Mortgage Loan as of the related Determination Date,
and the total outstanding other or miscellaneous advances (excluding P&I Advances and tax and insurance advances) with respect
to each Mortgage Loan as of the related Determination Date;


 


(E)       the aggregate amount of Servicing Fees retained by or paid to the Master Servicer and Special Servicing Compensation retained
by or paid to the Special Servicer in respect of the related Due Period, Collection Period or Interest Accrual Period, as applicable;


 


(F)       the aggregate Stated Principal Balance of the Mortgage Loans immediately before and after such Distribution Date and the percentage
of the Cut-Off Date Balance of the Mortgage Loans which remains outstanding immediately after such Distribution Date;


 


(G)       the number, aggregate principal balance, weighted average remaining term to maturity and weighted average Mortgage Rate of the
outstanding Mortgage Loans, at the close of business on the related Determination Date;


 


(H)       as of the Determination Date, the number and aggregate unpaid principal balance of Mortgage Loans (A) delinquent one month, (B)
delinquent two months, (C) delinquent three months, (D) delinquent four months or more, (E) that are Specially Serviced Loans
but are not delinquent or (F) as to which foreclosure proceedings have been commenced;


 


(I)         the aggregate Stated Principal Balance of Mortgage Loans as to which the related Mortgagor is subject or is expected to be subject
to a bankruptcy proceeding;


 


(J)         with respect to any Mortgage Loan as to which the related Mortgaged Property became an REO Property (including with respect to
the Outside Serviced Mortgage Loans) during the related Collection Period, the Stated Principal Balance and unpaid principal balance
of such Mortgage Loan as of the date such Mortgaged Property became an REO Property and the most recently determined Appraised
Value and date upon which the Appraisal was performed;


 






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(K)       as to any Mortgage Loan repurchased, substituted for or otherwise liquidated or disposed of during the related Collection Period,
the Loan Number thereof and the amount of any Liquidation Proceeds and/or other amounts, if any, received thereon during the related
Collection Period and the portion thereof included in the Aggregate Available Funds for such Distribution Date;


 


(L)        with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) included in the Trust Fund as
of the close of business on the last day of the related Collection Period, the Loan Number of the related Mortgage Loan, the book
value of such REO Property and the amount of any income collected with respect to such REO Property (net of related expenses)
and other amounts, if any, received on such REO Property during the related Collection Period and the portion thereof included
in the Aggregate Available Funds for such Distribution Date and the most recently determined Appraised Value and date upon which
the Appraisal was performed;


 


(M)      with respect to any REO Property (including with respect to the Outside Serviced Mortgage Loans) sold or otherwise disposed of
during the related Collection Period, the Loan Number of the related Mortgage Loan, and the amount of Liquidation Proceeds and
other amounts, if any, received in respect of such REO Property during the related Collection Period, the portion thereof included
in the Aggregate Available Funds for such Distribution Date and the balance of the Excess Liquidation Proceeds Reserve Account
for such Distribution Date;


 


(N)       the Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates for such Distribution
Date, and the VRR Interest Distribution Amount for such Distribution Date;


 


(O)       any unpaid Interest Distribution Amount in respect of each Class of Non-Vertically Retained Regular Certificates after giving
effect to the distributions made on such Distribution Date;


 


(P)        the Pass-Through Rate for each Class of Non-Vertically Retained Regular Certificates for such Distribution Date;


 


(Q)       the original Certificate Balance or Notional Amount as of the Closing Date and the Certificate Balance or Notional Amount, as
the case may be, of each Class of Non-Vertically Retained Regular Certificates and the VRR Interest immediately before and
immediately after such Distribution Date, separately identifying any reduction in the Certificate Balance or Notional Amount,
as the case may be, of each such Class of Certificates due to Realized Losses;


 






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(R)     
the Certificate Factor for each Class of Principal Balance Certificates and Class X Certificates immediately following
such Distribution Date;


 


(S)     
the Principal Distribution Amount and Aggregate Principal Distribution Amount for such Distribution Date;


 


(T)      the aggregate amount of Principal Prepayments made during the related Collection Period, and the aggregate amount of any Prepayment
Interest Excesses received and Prepayment Interest Shortfalls incurred in connection therewith;


 


(U)     
the aggregate amount of losses on Mortgage Loans and Additional Trust Fund Expenses, if any, incurred with respect to the Trust
Fund during the related Collection Period, and any Realized Loss for such Distribution Date;


 


(V)     
any Appraisal Reduction Amounts and any Collateral Deficiency Amount on a loan-by-loan basis, and the total Appraisal Reduction
Amounts, Collateral Deficiency Amounts and Cumulative Appraisal Reduction Amount as of the related Determination Date;


 


(W)     identification of any material modification, extension or waiver of a Mortgage Loan;


 


(X)      
identification of any material breach of the representations and warranties given with respect to a Mortgage Loan by the applicable
Mortgage Loan Seller;


 


(Y)     
the identity of the Operating Advisor;


 


(Z)      
the amount of the Operating Advisor Fee, the Trustee/Certificate Administrator Fee and the CREFC® Intellectual
Property Royalty License Fee paid with respect to such Distribution Date;


 


(AA)    an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates during
the related Collection Period;


 


(BB)     the identity of the Controlling Class;


 


(CC)     the identity of the Controlling Class Representative;


 


(DD)    such additional information as contemplated by Exhibit D to this Agreement; and


 


(EE)     the information required by Rule 15Ga-1(a), as promulgated under the Exchange Act, concerning all assets of the Trust Fund
that were


 






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subject
of a demand to repurchase or replace for breach of the representations and warranties in any of the Mortgage Loan Purchase Agreements.


 


In
the case of information furnished pursuant to subclauses (A), (B), (C) and (Q) above, the amounts shall be expressed as a
dollar amount in the aggregate for all Certificates of each applicable Class and per single Certificate of a specified minimum
denomination. The form of any Distribution Date Statement may change over time.


 


On
each Distribution Date, the Certificate Administrator shall make available via the Certificate Administrator’s Website to
each Holder of a Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution
Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates in
respect of the related Trust REMIC on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed
to have been satisfied to the extent that it provided substantially comparable information pursuant to any requirements of the
Code as from time to time in force. Subject to any potential liability for willful misconduct, bad faith or negligence under Sections 6.01,
6.03, 8.01 or 8.05, applicable, none of the Master Servicer, the Special Servicer, the Trustee or the Certificate
Administrator shall be responsible for the accuracy or completeness of any information supplied to it by or on behalf of a Mortgagor
(or a third party on its behalf), any Mortgage Loan Seller (including the information in the Prospectus), another party to this
Agreement or a party to an Outside Servicing Agreement that is included in any reports, statements, materials or information prepared
or provided by it.


 


The
Certificate Administrator shall make available each month via the Certificate Administrator’s Website, to any Privileged
Person (or, in the case of item (vii) below, solely to Certificateholders and Certificate Owners, and provided that
the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the Commission EDGAR filings
referred to below (collectively, the “Public Documents”) will be available to the general public, and provided
further that any Privileged Person that is a Borrower Party shall only be entitled to access the Public Documents, except
as otherwise provided herein with respect to the Special Servicer, any Controlling Class Certificateholder and the Controlling
Class Representative), the following items:


 


(i)     the
following “deal documents”:


 


(A)     
the Prospectus;


 


(B)     
this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any), the Mortgage
Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and


 


(C)     
CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;


 


(ii)          the
following “Commission EDGAR filings”:


 






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(A)     
any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust
through the EDGAR system;


 


(iii)        
the following documents, which shall initially be made available under a tab or heading designated “periodic reports”:


 


(A)     
the Distribution Date Statements;


 


(B)     
the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC®
Investor Reporting Package (IRP)” (other than the CREFC® Loan Setup File), to the extent the Certificate
Administrator has received such report or file; and


 


(C)     
all Operating Advisor Annual Reports;


 


(iv)          the
following documents, which shall be made available under a tab or heading designated “additional documents”:


 


(A)     
the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format pursuant to Section 3.21
of this Agreement;


 


(B)     
any inspection reports prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable, and delivered to
the Certificate Administrator pursuant to Section 3.18 of this Agreement;


 


(C)     
any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and


 


(D)     
any notice of the determination of an Appraisal Reduction Amount or Collateral Deficiency Amount with respect to any Mortgage
Loan, including the related CREFC® Appraisal Reduction Template;


 


(v)          the
following documents, which shall be made available under a tab or heading designated “special notices”:


 


(A)     
notice of any release based on an environmental release under this Agreement;


 


(B)     
notice of any waiver, modification or amendment of any term of any Mortgage Loan;


 


(C)     
notice of final payment on the Certificates;


 


(D)     
all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator or any notice to


 






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Certificateholders
of the termination of the Master Servicer or the Special Servicer;


 


(E)     
notice of termination or resignation of the Master Servicer or the Special Servicer;


 


(F)     
notice of resignation of the Trustee or the Certificate Administrator, and notice of the acceptance of appointment by the successor
Trustee or the successor Certificate Administrator, as applicable;


 


(G)          
any notice of any request by requisite percentage of Certificateholders for a vote to terminate the Special Servicer pursuant
to Section 6.08(a) of this Agreement, the Operating Advisor pursuant to Section 7.06(b) of this Agreement
or the Asset Representations Reviewer pursuant to Section 11.05(b) of this Agreement;


 


(H)     
any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related
report prepared by the Operating Advisor in connection with such recommendation;


 


(I)      
notice of resignation or termination of the Operating Advisor or the Asset Representations Reviewer and notice of the acceptance
of appointment by the successor Operating Advisor or the successor Asset Representations Reviewer, as applicable;


 


(J)      
notice of the Certificate Administrator’s determination that an Asset Review Trigger has occurred and a copy of any Final
Asset Review Report received by the Certificate Administrator;


 


(K)     
any notice of the termination of a sub-servicer with respect to Mortgage Loans representing 10% or more of the aggregate principal
balance of all the Mortgage Loans;


 


(L)     
any and all officer’s certificates and other evidence delivered to or by the Certificate Administrator to support its or
the Master Servicer’s, the Special Servicer’s, or the Trustee’s as the case may be, determination that any Advance
was (or, if made, would be) a Nonrecoverable Advance;


 


(M)          
notice of the termination of the Trust;


 


(N)     
any notice that a Control Termination Event has occurred or is terminated or that a Consultation Termination Event or an Operating
Advisor Consultation Trigger Event has occurred;


 


(O)     
any notice of the occurrence of an Operating Advisor Termination Event;


 






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(P)     
any notice of the occurrence of an Asset Representations Reviewer Termination Event;


 


(Q)     
any assessments of compliance delivered to the Certificate Administrator;


 


(R)          
any attestation reports delivered to the Certificate Administrator;


 


(S)     
any “special notices” required by a Certificateholder to be posted on the Certificate Administrator’s Website
pursuant to Section 5.07; and


 


(T)     
any Proposed Course of Action Notice;


 


(vi)        
the Investor Q&A Forum;


 


(vii)       
solely to Certificateholders and Certificate Owners that are Privileged Persons, the Investor Registry; and


 


(viii)      
the “Risk Retention” tab (which shall include, without limitation, any notice from the Depositor or the Retaining
Sponsor regarding non-compliance by the Third Party Purchaser, DBNY or JPMCB with, or any other matter related to, Regulation
RR);


 


provided
that, with respect to a Control Termination Event or a Consultation Termination Event deemed to exist due solely to the existence
of an Excluded Mortgage Loan, the Certificate Administrator will only be required to make available such notice of the occurrence
and continuance of a Control Termination Event or the notice of the occurrence and continuance of a Consultation Termination Event
to the extent the Certificate Administrator has been notified of such Excluded Mortgage Loan.


 


Notwithstanding
the foregoing, all Excluded Information shall be made available under one separate tab or heading designated “Excluded Information”
on the Certificate Administrator’s Website (and not any of the headings described in items (i) through (viii)
above) and made available to Privileged Persons other than any Excluded Controlling Class Holder (unless a loan-by-loan
segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect
to the related Excluded Controlling Class Mortgage Loan(s)). Notwithstanding the foregoing, nothing set forth in this Agreement
shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting
or reviewing any Excluded Information relating to any Excluded Controlling Class Mortgage Loan with respect to which the
Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded
Information is not available to such Controlling Class Representative or Controlling Class Certificateholder via the
Certificate Administrator’s Website, such Controlling Class Representative or Controlling Class Certificateholder
that is not a Borrower Party with respect to the related Excluded Controlling Class Mortgage Loan shall be entitled to obtain
(upon reasonable request) such information in accordance with Section 4.02(e) of this Agreement.


 






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Notwithstanding
any of the foregoing to the contrary, if the Special Servicer acquires knowledge that it is a Borrower Party with respect to any
Mortgage Loan or Serviced Loan Combination, the Special Servicer shall nevertheless have access to the Certificate Administrator’s
Website; provided, that the Special Servicer (i) shall not, directly or indirectly provide any information related to any
Excluded Special Servicer Mortgage Loan (which shall include, without limitation, any Excluded Information related to such Excluded
Special Servicer Mortgage Loan) to (A) any related Borrower Party, (B) any employees or personnel of the Special Servicer or any
of its Affiliates involved in the management of any investment in any related Borrower Party or the related Mortgaged Property
or (C) to the extent known to the Special Servicer, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party or the related Mortgaged Property, and (ii) shall maintain sufficient internal controls and appropriate
policies and procedures in place in order to comply with the obligations described in clause (i) above. Notwithstanding any
provision to the contrary herein, the Certificate Administrator shall not have any obligation to restrict access by the Special
Servicer or any Excluded Mortgage Loan Special Servicer to any information on the Certificate Administrator’s Website related
to any Excluded Special Servicer Mortgage Loan.


 


Any
Person that is a Borrower Party shall be entitled to access (a) the Public Documents, and (b) in the case of the Controlling Class Representative
or a Controlling Class Certificateholder, if any such Person is an Excluded Controlling Class Holder, upon delivery
to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical
form of an Investor Certification substantially in the form of Exhibit M-1C and a notice in the form of Exhibit M-1F
hereto certifying to the effect that it is an Excluded Controlling Class Holder and upon delivery to the Certificate
Administrator in physical form of an investor certification substantially in the form of Exhibit M-1G, which shall
include each of the CitiDirect Login User ID associated with such Excluded Controlling Class Holder, all information (other
than Excluded Information related to the Excluded Controlling Class Mortgage Loan(s) (unless a loan-by-loan segregation is
later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the Excluded
Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party)) available on the Certificate Administrator’s
Website.


 


In
the case of the Controlling Class Representative or Controlling Class Certificateholder that is not an Excluded Controlling
Class Holder, upon delivery of an investor certification substantially in the form of Exhibit M-1B hereto certifying
to the effect that it is not an Excluded Controlling Class Holder, such Controlling Class Representative or a Controlling
Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The
Master Servicer, Special Servicer, Operating Advisor, Certificate Administrator and Trustee may each rely on (i) an Investor Certification
in the form of Exhibit M-1B hereto from the Controlling Class Representative or a Controlling Class Certificateholder
to the effect that such Person is not an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage
Loan or (ii) an Investor Certification in the form of Exhibit M-1C hereto from the Controlling Class Representative
or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with
respect to one or more Excluded Controlling Class Mortgage Loan(s). In the event the Controlling Class Representative
or a Controlling Class Certificateholder, as the case may be, becomes an Excluded Controlling Class Holder, such party
shall promptly notify each of the Master Servicer,


 






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the
Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of
Exhibit M-1F to the effect that such party is an Excluded Controlling Class Holder with respect to the Excluded
Controlling Class Mortgage Loan(s) listed in such notice and shall also provide the Certificate Administrator a notice substantially
in the form of Exhibit M-1G listing the CitiDirect Login User ID associated with such Excluded Controlling Class Holder
and directing the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate
Administrator’s Website as and to the extent provided in this Agreement. Upon confirmation from the Certificate Administrator
that such access has been restricted, such Excluded Controlling Class Holder shall submit a new investor certification substantially
in the form of Exhibit M-1C (which certification shall include, among other things, an acknowledgement and agreement
by such Excluded Controlling Class Holder that it is prohibited from accessing and reviewing (and it agrees not to access
and review) any Excluded Information with respect to any Excluded Controlling Class Mortgage Loans for which it is a Borrower
Party) to access the information on the Certificate Administrator’s Website, except that such Excluded Controlling Class Holder
shall not be entitled to access any Excluded Information related to any Excluded Controlling Class Mortgage Loan(s) (unless
a loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited
with respect to the Excluded Controlling Class Mortgage Loan(s) for which such Person is a Borrower Party) made available
on the Certificate Administrator’s Website. Any Excluded Information relating to an Excluded Controlling Class Mortgage
Loan that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator
for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via email to
loandata@citi.com in one or more separate files labeled “Excluded Information” followed by the applicable loan
name and loan number, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such
Excluded Information on a separate excluded loan tab on the Certificate Administrator’s Website (and, if possible at a later
time, on a loan-by-loan basis). Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer,
the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Controlling Class Representative
and all Controlling Class Certificateholders are not Excluded Controlling Class Holders except to the extent that the
Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received notice
from the Controlling Class Representative or a Controlling Class Certificateholder that it has become an Excluded Controlling
Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall
be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder or disclosure
of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator,
as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Mortgage
Loan (including, in the case of the summary of any Asset Status Report or the summary of any Final Asset Status Report delivered
to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any
such information provided to the Certificate Administrator).


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively
rely on any certification delivered by the Controlling Class Representative or a Controlling Class Certificateholder,
as applicable, substantially in the form of Exhibit M-1B to the effect that such Person is no longer an Excluded


 






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Controlling
Class Holder. To the extent the Controlling Class Representative or a Controlling Class Certificateholder receives
access pursuant to this Agreement to any Excluded Information with respect to a related Excluded Controlling Class Mortgage
Loan on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Controlling
Class Representative or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly
or indirectly provide any information related to the Excluded Controlling Class Mortgage Loan to (A) any related Borrower
Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel of such Controlling Class Representative
or Controlling Class Certificateholder, (D) any Affiliate involved in the management of any investment in any related Borrower
Party or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in any related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above.


 


To
the extent a Risk Retention Consultation Party or a Holder of any Class VRR Certificate receives access pursuant to this
Agreement to any information relating to an Excluded RRCP Mortgage Loan (or a Mortgage Loan with respect to which such Holder
is a Borrower Party) and/or the related Mortgaged Property (which shall include any Major Decision Reporting Package, Asset Status
Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by
the Special Servicer or any Excluded Mortgage Loan Special Servicer and which may include any Operating Advisor reports delivered
to the Certificate Administrator regarding the Special Servicer’s net present value determination, Collateral Deficiency
Amount determination or any Appraisal Reduction Amount calculations, and any Officer’s Certificates delivered by the Trustee,
the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other
Mortgage Loans at a pool level), whether on the Certificate Administrator’s Website or otherwise, such Risk Retention Consultation
Party or such Holder of a Class VRR Certificate, as applicable, shall be deemed to have agreed that it (i) will not
provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation
Party or such Holder of a Class VRR Certificate or any of its Affiliates involved in the management of any investment in
the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct
or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate
policies and procedures in order to comply with the limitations described in clause (i) above. For the avoidance of doubt,
any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the
CREFC® Special Servicer Loan File relating to any such Excluded Mortgage Loan) shall be considered information
that is aggregated with information of other Mortgage Loans at a pool level. Notwithstanding anything to the contrary in this
Agreement, a Risk Retention Consultation Party will be permitted to share with any Holder of a Class VRR Certificate any
Major Decision Reporting Package that such Risk Retention Consultation Party has received in connection with the exercise of its
consultation rights pursuant to Section 6.09(a).


 


The
Certificate Administrator makes no representations or warranties as to the accuracy or completeness of information provided pursuant
to this Section and assumes no responsibility therefor. In addition, the Certificate Administrator disclaims responsibility
for any


 






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information
distributed by the Certificate Administrator for which it is not the original source. In connection with providing access to the
Certificate Administrator’s Website, the Certificate Administrator may require registration and acceptance of a disclaimer
and may require a recipient of any of the information set forth above (other than the Public Documents) to execute a confidentiality
agreement (which may be in the form of a web page “click-through”). The Certificate Administrator shall not be liable
for the dissemination of information in accordance with this Agreement. Notwithstanding anything herein to the contrary, the Certificate
Administrator shall not be liable for any disclosure of Excluded Information relating to an Excluded Controlling Class Mortgage
Loan to the extent such information was included in the summary of any Asset Status Report or the summary of any Final Asset Status
Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly
identified as relating to an Excluded Controlling Class Mortgage Loan.


 


The
Certificate Administrator shall have no liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s
Website of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant
to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was
a Borrower Party.


 


The
Certificate Administrator shall provide assistance in using the Certificate Administrator’s Website through the Certificate
Administrator’s customer service desk at telephone number 1-888-855-9695.


 


The
Certificate Administrator may provide such information through means other than (and in lieu of) the Certificate Administrator’s
Website; provided that (i) the Depositor shall have consented to such alternative means and (ii) Certificateholders
and each of the Serviced Companion Loan Holders shall have received notice of such alternative means (which notice may be given
via the Certificate Administrator’s Website).


 


Any
Person that is a Mortgagor, a Manager of a Mortgaged Property, an Affiliate of the foregoing, or an agent of any Mortgagor shall
be entitled to access only the Prospectus, Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements
and the Commission EDGAR filings on the Certificate Administrator’s Website which are being made available to the general
public. The provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information
regarding the Mortgage Loans at a website maintained by the Master Servicer.


 


Within
a reasonable period of time after the end of each calendar year, the Certificate Administrator shall furnish to each Person who
at any time during the calendar year was a Holder of a Certificate and requests in writing, a statement containing the information
as to the applicable Class set forth in clauses (A), (B) and (C) of the description of Distribution Date Statements
above, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder, together
with such other information as the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate
Owner reasonably requests, to enable Certificateholders to prepare their tax returns for such calendar year. Such obligation of
the Certificate Administrator shall be deemed to have been satisfied to the


 






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extent
that substantially comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the
Code as from time to time are in force.


 


The
Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor
Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where Certificateholders
and Certificate Owners that are Privileged Persons may submit questions to (a) the Certificate Administrator relating to the Distribution
Date Statements, (b) the Master Servicer or the Special Servicer, as applicable, relating to the servicing reports prepared
by that party and being made available pursuant to this Section 4.02(a), the Mortgage Loans (excluding the Outside
Serviced Mortgage Loans) or the related Mortgaged Properties or (c) the Operating Advisor relating to the Operating Advisor
Annual Reports or other reports prepared by the Operating Advisor or actions by the Special Servicer referenced in such reports
(collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously
submitted and answered, together with the answers thereto. Upon receipt of an Inquiry for the Operating Advisor, the Master Servicer
or the Special Servicer, as applicable, the Certificate Administrator shall forward the Inquiry to the appropriate Person and,
in the case of an inquiry relating to an Outside Serviced Mortgage Loan, to the applicable party under the related Outside Servicing
Agreement, in each case within a commercially reasonable period following receipt thereof.


 


Within
a commercially reasonable time following receipt of an Inquiry, the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply
to the Inquiry, which reply of the Operating Advisor, the Master Servicer or Special Servicer shall be by e-mail to the Certificate
Administrator. In the case of an Inquiry relating to an Outside Serviced Mortgage Loan, the Certificate Administrator shall make
reasonable efforts to obtain an answer from the related Outside Servicer or the related Outside Special Servicer, as applicable;
provided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure
to obtain such answer. The Certificate Administrator shall post (within a commercially reasonable period following preparation
or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s Website.
If the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective
sole discretion, that (i) any Inquiry is beyond the scope of the topics described above, (ii) answering any Inquiry
would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation
of applicable law, this Agreement (including requirements in respect of non-disclosure of Privileged Information) or the applicable
Loan Documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost
or expense to, the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, as applicable,
(v) answering any Inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception)
or (vi) answering any Inquiry is otherwise, for any reason, not advisable, then it shall not be required to answer such Inquiry
and, in the case of the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the Certificate
Administrator of such determination. In addition, no party shall post or otherwise disclose any direct communications with any
Directing Holder or Consulting Party as part of its response to any Inquiries. The Certificate Administrator shall notify the
Person who submitted such Inquiry in the event that the Inquiry will not be answered. The Certificate Administrator shall not
be required to post to the


 






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Certificate
Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion,
is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications
which are not submitted via the Certificate Administrator’s Website. Answers posted on the Investor Q&A Forum shall
be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the Underwriters, the
Initial Purchasers or any of their respective Affiliates. None of the Underwriters, Initial Purchasers, Depositor, any of their
respective affiliates or any other person will certify as to the accuracy of any of the information posted in the Investor Q&A
Forum and no such person will have any responsibility or liability for the content of any such information. No party to this Agreement
shall disclose Privileged Information in the Investor Q&A Forum.


 


The
Certificate Administrator shall make available to any Certificateholder and any Certificate Owner that is a Privileged Person,
the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Certificate Owners can register and thereafter obtain information with respect to any other
Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor Registry will be required
to certify that (a) it is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate
Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date
of such certification to other registered Certificateholders and registered Certificate Owners. Such Person shall then be asked
to enter certain mandatory fields such as the individual’s name, the company name and e-mail address, as well as certain
optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies
the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days
of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator
will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise
maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer
for access to the Investor Registry.


 


Notwithstanding
the foregoing, in no event shall any provision of this Agreement be construed to require the Master Servicer, the Special Servicer
or the Certificate Administrator to produce any ad hoc or non-standard written reports (in addition to the CREFC®
reports, inspection reports, reports required under each Co-Lender Agreement and other specific periodic reports otherwise required).
If the Master Servicer, the Special Servicer or the Certificate Administrator elects to provide any ad hoc or non-standard reports,
it may require the Person requesting such report to pay a reasonable fee to cover the costs of the preparation thereof.


 


Upon
filing with the IRS, the Certificate Administrator shall furnish to the Holders of the Class R Certificates the IRS Form 1066
for each Trust REMIC and shall furnish their respective Schedules Q thereto at the times required by the Code or the IRS, and
shall provide from time to time such information and computations with respect to the entries on such forms as any Holder of the
Class R Certificates may reasonably request.


 


The
specification of information to be furnished by the Certificate Administrator in this Section 4.02 (and any other
terms of this Agreement requiring or calling for delivery or


 






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reporting
of information by the Certificate Administrator to Certificateholders and Certificate Owners) shall not limit the Certificate
Administrator in furnishing, and the Certificate Administrator is hereby authorized to furnish, to any Privileged Person any other
information (such other information, collectively, “Additional Information”) with respect to the Mortgage
Loans or Serviced Loan Combinations, the Mortgaged Properties or the Trust Fund as may be provided to it by the Depositor, the
Master Servicer or the Special Servicer or gathered by it in any investigation or other manner from time to time, provided
that (A) while there exists any Servicer Termination Event, any such Additional Information shall only be furnished with
the consent or at the request of the Depositor (except pursuant to clause (E) below or to the extent such information
is requested by a Certifying Certificateholder), (B) the Certificate Administrator shall be entitled to indicate the source
of all information furnished by it, and the Certificate Administrator may affix thereto any disclaimer it deems appropriate in
its sole discretion (together with any warnings as to the confidential nature and/or the uses of such information as it may, in
its sole discretion, determine appropriate), (C) the Certificate Administrator may notify any Privileged Person of the availability
of any such information in any manner as it, in its sole discretion, may determine, (D) the Certificate Administrator shall
be entitled (but not obligated) to require payment from each recipient of a reasonable fee for, and its out-of-pocket expenses
incurred in connection with, the collection, assembly, reproduction or delivery of any such Additional Information, and (E) the
Certificate Administrator shall be entitled to distribute or make available such Additional Information in accordance with such
reasonable rules and procedures as it may deem necessary or appropriate (which may include the requirement that an agreement that
provides such information shall be used solely for purposes of evaluating the investment characteristics or valuation of the Certificates
be executed by the recipient, if and to the extent the Certificate Administrator deems the same to be necessary or appropriate).
Nothing herein shall be construed to impose upon the Certificate Administrator any obligation or duty to furnish or distribute
any Additional Information to any Person in any instance, and the Certificate Administrator shall neither have any liability for
furnishing nor for refraining from furnishing Additional Information in any instance. The Certificate Administrator shall be entitled
(but not required) to request and receive direction from the Depositor as to the manner of delivery of any such Additional Information,
if and to the extent the Certificate Administrator deems necessary or advisable, and to require that any consent, direction or
request given to it pursuant to this Section be made in writing.


 


The
Depositor hereby authorizes the Certificate Administrator to, and the Certificate Administrator shall, make available to Bloomberg,
L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management, Inc., CMBS.com, Inc., Moody’s Analytics, Markit
Group Limited, RealINSIGHT or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification
in the form of Exhibit M-3 to this Agreement, all the Distribution Date Statements, CREFC® reports
and supplemental notices delivered or made available pursuant to this Section 4.02(a) to Privileged Persons.


 


(b)        
No later than the Business Day prior to each Distribution Date, subject to the third from last paragraph of this subsection (b),
the Master Servicer shall deliver or cause to be delivered to the Certificate Administrator, the Operating Advisor and the Special
Servicer in electronic form mutually acceptable to the Certificate Administrator, the Operating Advisor, the Special Servicer
and the Master Servicer the following reports or information (and any other files as may be, or have been, adopted and promulgated
by


 






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CREFC®
as part of the CREFC® Investor Reporting Package (IRP) from time to time): (1) a CREFC®
REO Status Report, (2) a CREFC® Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report,
(3) CREFC® Total Loan Report, (4) the CREFC® Servicer Watch List/Portfolio Review Guidelines,
(5) the CREFC® Financial File, (6) the CREFC® Property File, (7) except for the first
two Distribution Dates, the CREFC® Comparative Financial Status Report, (8) the CREFC®
Loan Level Reserve/LOC Report, (9) the CREFC® Advance Recovery Report and (10) the CREFC®
Delinquent Loan Status Report.


 


With
respect to each Serviced Companion Loan that is held by an Other Securitization Trust, the Master Servicer shall deliver or cause
to be delivered to the related Other Servicer all reports required to be delivered by the Master Servicer to the Certificate Administrator
pursuant to this Section 4.02(b) (which shall include all loan-level reports constituting the CREFC® Investor
Reporting Package (IRP)), to the extent related to such Serviced Companion Loan, the related Mortgaged Property or the related
Mortgage Note, no later than the earlier of (x) the Master Servicer Remittance Date and (y) the Business Day immediately
following the “determination date” (or analogous concept) set forth in the related Other Pooling and Servicing Agreement.


 


No
later than the Business Day prior to each Distribution Date except for the first two Distribution Dates, the Master Servicer shall
deliver to the Certificate Administrator and the Operating Advisor (by electronic means) the CREFC® Comparative
Financial Status Report for each Mortgage Loan or related Mortgaged Property as of the Determination Date immediately preceding
the preparation of such report for each of the following three periods (but only to the extent the related Mortgagor is required
by the Mortgage to deliver and does deliver, or otherwise agrees to provide and does provide, such information): (a) the
most current available year-to-date; (b) each of the previous two full fiscal years stated separately (to the extent such
information is in the Master Servicer’s possession); and (c) the “base year” (representing the original
analysis of information used as of the Cut-Off Date).


 


The
Master Servicer shall provide to the Certificate Administrator the CREFC® Loan Setup File no later than 4:00 p.m.
on the third Business Day before the first Distribution Date to the extent it has received from the Mortgage Loan Sellers one
or more spreadsheets (with the data fields filled) containing the data necessary for the completion of the aggregate pool-wide
CREFC® Loan Setup File.


 


No
later than 2:00 p.m., New York City time, on the second Business Day prior to each Distribution Date, the Master Servicer
shall deliver to the Certificate Administrator (i) a CREFC® Loan Periodic Update File setting forth certain
information with respect to the Mortgage Loans and Mortgaged Properties and (ii) the CREFC® Appraisal Reduction Template,
to the extent received, or prepared pursuant to Section 3.10(a) of this Agreement, by the Master Servicer.


 


The
Master Servicer shall prepare the initial CREFC® Financial File and the initial CREFC® Loan Periodic
Update File based on the initial data with respect to each Mortgage Loan provided by the Mortgage Loan Sellers pursuant to the
respective Mortgage Loan Purchase Agreements.


 






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Not
later than 5:00 p.m. (New York City time) on each Distribution Date beginning January 2020, 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 12.04 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 10.04) 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 12.04. If the CREFC® Schedule
AL File is not provided by the Master Servicer to the Certificate Administrator by 5:00 p.m. (New York City time) on any
Distribution Date, the Certificate Administrator shall notify the Depositor in writing and also request such CREFC® Schedule
AL File from the Master Servicer via email to 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 Outside 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 Outside
Servicer under the applicable Outside 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
addition, the Master Servicer (with respect to Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced
Loans and REO Properties), as applicable, shall prepare the following with respect to each Mortgaged Property and REO Property,
in each case other than with respect to any Outside Serviced Mortgage Loan:


 


(i)         
Within 30 days after receipt of a quarterly operating statement, if any, for each calendar quarter, commencing with respect
to the calendar quarter ending March 31, 2020, a CREFC® Operating Statement Analysis Report (but only to the extent
the related Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and
does provide, such information) for such Mortgaged Property or REO Property as of the end of such


 






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calendar
quarter; provided, however, that any analysis or report with respect to the first calendar quarter of each year
shall not be required to the extent provided in the then current applicable CREFC® guidelines (it being understood that as
of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report with respect to the first calendar
quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property is analyzed on a trailing 12-month
basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch List). The Master Servicer (with respect to
Performing Serviced Loans) or Special Servicer (with respect to Specially Serviced Loans and REO Properties), as applicable, shall
deliver to the Certificate Administrator, the Operating Advisor and each related Serviced Companion Loan Holder (or the master
servicer or special servicer for the related Other Securitization Trust on its behalf) by electronic means the CREFC®
Operating Statement Analysis Report upon request; and


 


(ii)        
Within 30 days after receipt by the Special Servicer (with respect to Specially Serviced Loans and REO Properties) or the
Master Servicer (with respect to Performing Serviced Loans) of any annual operating statement or rent rolls, commencing with respect
to the calendar year ending December 31, 2020, a CREFC® NOI Adjustment Worksheet (but only to the extent the
related Mortgagor is required by the related Loan Documents to deliver and does deliver, or otherwise agrees to provide and does
provide, such information), presenting the computation to “normalize” the full year net operating income and debt
service coverage numbers used by the Master Servicer in preparing the CREFC® Comparative Financial Status Report
above. The Special Servicer or the Master Servicer shall deliver to the Certificate Administrator, the Operating Advisor and each
related Serviced Companion Loan Holder (or the master servicer or special servicer for the related Other Securitization Trust
on its behalf) by electronic means the CREFC® NOI Adjustment Worksheet upon request.


 


Notwithstanding
anything to the contrary contained herein, with respect to any Serviced Loan related to any Significant Obligor, (a) the Master
Servicer (with respect to Performing Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans and REO
Properties) shall be required to complete (and, in the case of the Special Servicer, to deliver to the Master Servicer) any CREFC
files, reports and/or templates necessary in order to comply with (or, in the case of the Special Servicer, to facilitate compliance
with) the Master Servicer’s obligations under Section 10.11 of this Agreement and the Exchange Act filing obligations
of the Depositor and/or any Other Depositor, as applicable, with respect to such Significant Obligor.


 


The
Certificate Administrator shall deliver or shall cause to be delivered, upon request, to the Rule 17g-5 Information Provider
(for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement),
to each Certificateholder, to each party hereto, to any Underwriter and/or to any Initial Purchaser and to each Person that provides
the Certificate Administrator with an Investor Certification a copy of the CREFC® Operating Statement Analysis
Report and CREFC® NOI Adjustment Worksheet most recently performed by the Master Servicer with respect to any Mortgage
Loan or Serviced Loan Combination and delivered to the Certificate Administrator.


 






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Upon
request (and in any event, not more frequently than once per month), the Master Servicer shall forward to the Certificate Administrator
(as to the Collection Account), the Operating Advisor, any related Serviced Companion Loan Holder or the master servicer or special
servicer for the related Other Securitization Trust on its behalf (as to the related Loan Combination Custodial Account) and,
for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider a statement, setting forth the status of the Collection Account and each Loan Combination
Custodial Account as of the close of business on such Master Servicer Remittance Date, stating that all remittances to the Certificate
Administrator required by this Agreement to be made by the Master Servicer have been made (or, in the case of any such required
remittance that has not been made by the Master Servicer, specifying the nature and status thereof) and showing, for the period
from the preceding Master Servicer Remittance Date (or, in the case of the first Master Servicer Remittance Date, from the Cut-Off
Date) to such Master Servicer Remittance Date, the aggregate of deposits into and withdrawals from the Collection Account and
each Loan Combination Custodial Account for each category of deposit specified in Section 3.05(a) of this Agreement
and each category of withdrawal specified in Section 3.06 of this Agreement. The Master Servicer shall also deliver
to the Certificate Administrator and (solely as to a Serviced Loan Combination) the related Serviced Companion Loan Holder, upon
reasonable request of the Certificate Administrator or any Serviced Companion Loan Holder, any and all additional information
relating to the Mortgage Loans or Serviced Loan Combinations in the possession of the Master Servicer (which information shall
be based upon reports delivered to the Master Servicer by the Special Servicer with respect to Specially Serviced Loans and REO
Properties).


 


Further,
the Master Servicer shall cooperate with the Special Servicer and provide the Special Servicer with the information in the possession
of the Master Servicer reasonably requested by the Special Servicer, in writing, to the extent required to allow the Special Servicer
to perform its obligations under this Agreement with respect to those Mortgage Loans serviced by the Master Servicer.


 


The
obligation of the Master Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Master Servicer having received from the Special Servicer in a timely manner the related reports and information in the
possession of the Special Servicer necessary or required to enable the Master Servicer to prepare and deliver such reports. The
Master Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the Special
Servicer to the Master Servicer pursuant to this Agreement and accepted by the Master Servicer in good faith pursuant to this
Agreement.


 


The
obligation of the Special Servicer to deliver the reports required to be delivered by it pursuant to this subsection is subject
to the Special Servicer having received from the Master Servicer in a timely manner the related reports and information in the
possession of the Master Servicer necessary or required to enable the Special Servicer to prepare and deliver such reports. The
Special Servicer shall not be responsible for the accuracy or content of any report, document or information furnished by the
Master Servicer to the Special Servicer pursuant to this Agreement and accepted by the Special Servicer in good faith pursuant
to this Agreement.


 


With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the same Persons as


 






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described
above in this Section 4.02(b) and according to the same time frames as described above in this Section 4.02(b),
with reasonable promptness following such Master Servicer’s receipt of such information from the related Outside Servicer
under the applicable Outside Servicing Agreement.


 


(c)         
Not later than 5:00 p.m. New York time on each Determination Date, the Special Servicer shall forward to the Master Servicer,
for each Specially Serviced Loan and REO Property (other than an REO Property related to an Outside Serviced Mortgage Loan), a
CREFC® Special Servicer Loan File and CREFC® Special Servicer Property File. The Special Servicer
shall also deliver to the Certificate Administrator, upon the reasonable written request of the Certificate Administrator, any
and all additional information in the possession of the Special Servicer relating to the Specially Serviced Loans and the REO
Properties (other than an REO Property related to an Outside Serviced Mortgage Loan).


 


The
Special Servicer shall cooperate with the Master Servicer and provide the Master Servicer with the information in the possession
of the Special Servicer reasonably requested by the Master Servicer, in writing, to the extent required to allow the Master Servicer
to perform its obligations under this Agreement with respect to the Specially Serviced Loans and REO Properties (other than an
REO Property related to an Outside Serviced Mortgage Loan).


 


The
Master Servicer may make available to Privileged Persons copies of any reports or files prepared by the Master Servicer pursuant
to this Agreement. The Master Servicer may make information concerning the Mortgage Loans or Serviced Loan Combinations available
on any website that it has established.


 


With
respect to an Outside Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above-described
information to the extent received from the related Outside Servicer or the related Outside Special Servicer, as applicable, to
the same Persons as described above in this Section 4.02(c) and according to the same time frames as described above
in this Section 4.02(c), with reasonable promptness following such Master Servicer’s receipt of such information
from the related Outside Servicer under the related Outside Servicing Agreement.


 


Upon
the reasonable request of (i) any Certificateholder or Certificate Owner that has delivered an appropriate Investor Certification
or (ii) any other Privileged Person so identified by a Certificate Owner or an Underwriter, the Master Servicer shall provide
(or forward electronically) at the expense of such Privileged Person, Certificateholder or Certificate Owner, as applicable, copies
of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer; provided that in
no event shall an Excluded Controlling Class Holder be entitled to Excluded Information with respect to an Excluded Controlling
Class Mortgage Loan with respect to which it is a Borrower Party; and provided, further, that no Certificateholders or Certificate
Owners shall be given access to or be provided copies of, any Mortgage Files or Diligence Files except, solely with respect to
Mortgage Files, as otherwise provided in Section 8.11(b) of this Agreement. In connection with such request, the Master
Servicer may require (1) a written confirmation executed by the requesting Person substantially in such form as may be reasonably
acceptable to the Master Servicer, generally to the effect that (a) such Person will keep such information confidential and
will use such information only for the


 






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purpose
of analyzing asset performance and evaluating any continuing rights the Certificateholder or Certificate Owner may have under
this Agreement and (b) if the requesting party is neither a Certificateholder nor a Certificate Owner, such Person is Privileged
Person, and (2) payment of a sum sufficient to cover the reasonable costs and expenses of providing copies of such reports
or information (which amounts in any event are not reimbursable as Additional Trust Fund Expenses), except that, other than for
extraordinary or duplicate requests, any applicable Directing Holder or Consulting Party (other than the holder of a Serviced
Companion Loan or its representative) will be entitled to reports and information free of charge. For the avoidance of doubt,
the Master Servicer shall not make any Asset Status Reports or Final Asset Status Reports available to any Certificateholders
or Certificate Owners on its website. None of the parties to this Agreement shall provide any Asset Status Report or any Final
Asset Status Report to the Certificate Administrator (provided that the Special Servicer shall provide a summary of each
Final Asset Status Report to the Certificate Administrator pursuant to Section 3.21(b)). If the Certificate Administrator
receives any Asset Status Report or any Final Asset Status Report, the Certificate Administrator shall not provide any such Asset
Status Report or any Final Asset Status Report to any Certificateholder or Certificate Owners and shall not post any such Asset
Status Report or any Final Asset Status Report to the Certificate Administrator’s Website.


 


(d)        
The Master Servicer shall withdraw from the Collection Account and pay the CREFC® Intellectual Property Royalty
License Fee to CREFC® in accordance with Section 3.06(a)(vi) on a monthly basis, from funds on deposit
in the Collection Account. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made to “CRE
Finance Council” and delivered by wire transfer pursuant to the following instructions (or such other instructions as may
hereafter be furnished by CREFC® to the Master Servicer in writing at least two Business Days prior to the Master Servicer
Remittance Date):


 


Account
Name: Commercial Real Estate Finance Council (CREFC®)


 


Bank
Name: JPMorgan Chase Bank, National Association


 


Bank
Address: 80 Broadway, New York, NY 10005


 


Routing
Number: 021000021


 


Account
Number: 213597397


 


(e)         
Upon the reasonable request of the Controlling Class Representative or any Controlling Class Certificateholder that,
in either case, is an Excluded Controlling Class Holder with respect to any Excluded Controlling Class Mortgage Loan
identified to the Master Servicer’s (in the case of a Performing Serviced Loan) or the Special Servicer’s (in the
case of a Specially Serviced Loan) reasonable satisfaction (at the expense of the Controlling Class Representative or such
Controlling Class Certificateholder) and if such information is in the Master Servicer’s or Special Servicer’s
possession, as applicable, the Master Servicer or Special Servicer, shall provide or make available (or forward electronically)
to the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, (at the expense
of the Controlling






 






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Class Representative
or such Controlling Class Certificateholder, as applicable) any Excluded Information (available to Privileged Persons through
the Certificate Administrator’s Website but not accessible to the Controlling Class Representative or such Controlling
Class Certificateholder, as applicable, through the Certificate Administrator’s Website because the Controlling Class Representative
or such Controlling Class Certificateholder, as applicable, is an Excluded Controlling Class Holder with respect to
another Excluded Controlling Class Mortgage Loan) relating to any Excluded Controlling Class Mortgage Loan with respect
to which the Controlling Class Representative or such Controlling Class Certificateholder, as applicable, is not a Borrower
Party; provided that, in connection therewith, the Master Servicer or Special Servicer may require a written confirmation
executed by the requesting Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special
Servicer, generally to the effect that such Person is the Controlling Class Representative or a Controlling Class Certificateholder,
will keep such Excluded Information confidential and is not a Borrower Party, upon which the Master Servicer or Special Servicer
may conclusively rely. In addition, the Master Servicer and the Special Servicer shall be entitled to conclusively rely on delivery
from the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, of an Investor Certification
substantially in the form of Exhibit M-1C that such Controlling Class Representative or Controlling Class Certificateholder
is not an Excluded Controlling Class Holder with respect to a particular Mortgage Loan. For the avoidance of doubt, the Special
Servicer referenced in this Section 4.02(e) shall include any applicable Excluded Mortgage Loan Special Servicer with
respect to the related Excluded Special Servicer Mortgage Loan(s).


 


Section 4.03       
Compliance With Withholding Requirements.


 


(a)         
Notwithstanding any other provision of this Agreement, the Paying Agent shall comply with all federal withholding requirements
with respect to payments to Certificateholders of interest or original issue discount that the Paying Agent reasonably believes
are applicable under the Code. The consent of Certificateholders shall not be required for any such withholding. In the event
the Paying Agent or its agent withholds any amount from interest or original issue discount payments or advances thereof to any
Certificateholder pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to such Certificateholder.
Any amount so withheld shall be treated as having been distributed to such Certificateholder for all purposes of this Agreement.


 


(b)        
Each Certificate Owner and Certificateholder, by the purchase of a Certificate or its acceptance of a beneficial interest therein,
acknowledges that interest on the Certificates will be treated as United States source interest, and, as such, United States withholding
tax may apply. Each such Certificate Owner and Certificateholder further agrees, upon request, to provide any certifications that
may be required under applicable law, regulations or procedures to evidence its status for United States withholding tax purposes
and understands that if it ceases to satisfy the foregoing requirements or provide requested documentation, payments to it under
the Certificates may be subject to United States withholding tax (without any corresponding gross-up). Without limiting the


 






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foregoing,
if a payment made under this Agreement would be subject to United States federal withholding tax imposed by FATCA if the recipient
of such payment were to fail to comply with FATCA (including the requirements of Code Sections 1471(b) or 1472(b), as applicable),
such recipient shall deliver to the Paying Agent, with a copy to each of the Trustee and the Certificate Administrator, at the
time or times prescribed by the Code and at such time or times reasonably requested by the Paying Agent or the Trustee, such documentation
prescribed by the Code (including as prescribed by Code Section 1471(b)(3)(C)(i)) and such additional documentation reasonably
requested by the Paying Agent, the Trustee or the Certificate Administrator to comply with their respective obligations under
FATCA, to determine that such recipient has complied with such recipient’s obligations under FATCA, or to determine the
amount to deduct and withhold from such payment. For these purposes, “FATCA” means Section 1471 through
1474 of the Code and any regulations or official interpretations thereof (including any revenue ruling, revenue procedure, notice
or similar guidance issued by the U.S. Internal Revenue Service thereunder as a precondition to relief or exemption from taxes
under such Sections, regulations and interpretations), any agreements entered into pursuant to Code Section 1471(b)(1), and
including any amendments made to FATCA after the date of this Agreement.


 


Section 4.04       
REMIC Compliance.


 


(a)         
The parties intend that each Trust REMIC shall constitute, and that the affairs of each Trust REMIC shall be conducted so as to
qualify it as, a “real estate mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions,
and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention, the Certificate
Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as agent, of each
Trust REMIC and shall on behalf of each Trust REMIC: (i) prepare, timely deliver to the Trustee for execution (and the Trustee
shall timely execute) and file, or cause to be prepared and filed, all required Tax Returns for each Trust REMIC, using a calendar
year as the taxable year for each Trust REMIC when and as required by the REMIC Provisions and other applicable federal, state
or local income tax laws; (ii) make an election, on behalf of each Trust REMIC, to be treated as a REMIC on IRS Form 1066
for its first taxable year ending December 31, 2019, in accordance with the REMIC Provisions; (iii) prepare and forward,
or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities all
information reports as and when required to be provided to them in accordance with the REMIC Provisions of the Code; (iv) if
the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this
Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of each Trust REMIC
as a REMIC or is otherwise required by the Code, prepare, sign and file or distribute, or cause to be prepared and signed and
filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable
provisions of state and local law; (v) obtain a taxpayer identification number for the Upper-Tier REMIC and the Lower-Tier
REMIC on IRS Form SS-4, and, within thirty days of the Closing Date, furnish or cause to be furnished to the IRS, on IRS
Form 8811 or as otherwise may be required by the Code, the name, title and address of the Person that the holders of the
Certificates may contact for tax


 






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information
relating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC for this purpose), together
with such additional information as may be required by such IRS Form, and shall update such information at the time or times and
in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information
reasonably requested by the Master Servicer or the Certificate Administrator and necessary to make such filing); and (vi) maintain
such records relating to each Trust REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information,
such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual basis.


 


The
Certificate Administrator shall be the “partnership representative” of each Trust REMIC (within the meaning of Code
Section 6223, to the extent such provision is applicable to the Trust REMICs). The Certificate Administrator shall make any
elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provision) to any
Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code of any tax, penalty, interest or
other amount imposed under the Code that would otherwise be imposed on any holder of any residual interest of any Trust REMIC,
past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance thereof, is deemed to agree
to any such elections and to the Certificate Administrator’s acting as “partnership representative” of each
Trust REMIC that can be designated under the Code.


 


The
Certificate Administrator shall not intentionally take any action or intentionally omit to take any action within its control
and the scope of its duties if, in taking or omitting to take such action, the Certificate Administrator knows that such action
or omission (as the case may be) would cause the termination of the REMIC status of a Trust REMIC or the imposition of tax
on a Trust REMIC (other than a tax on income expressly permitted or contemplated to be received by the terms of this Agreement).


 


Notwithstanding
any provision of this paragraph or the three preceding paragraphs to the contrary, the Certificate Administrator shall not be
required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision
of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly
required or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility
or liability with respect to any act or omission of the Depositor or the Master Servicer which does not enable the Certificate
Administrator to comply with any of clauses (i) through (vi) of the third preceding paragraph or which results in any action
contemplated by clauses (i) through (iii) of the next succeeding sentence. In this regard the Certificate Administrator shall
(i) not allow the occurrence of any “prohibited transactions” within the meaning of Code Section 860F(a),
unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s
expense) that such occurrence would not (a) result in a taxable gain, (b) otherwise subject a Trust REMIC to tax
(other than a tax at the corporate tax rate on net income from foreclosure property), or (c) cause any Trust REMIC to fail
to qualify as a REMIC for federal income tax purposes; (ii) not allow a Trust REMIC to receive income from the performance
of services or from assets not permitted under the REMIC Provisions to be held by such Trust REMIC (provided, however,
that the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate
this clause); and (iii) not permit the creation of any


 






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“interests,”
within the meaning of the REMIC Provisions, (A) in the Upper-Tier REMIC other than the Regular Certificates and the Upper-Tier
Residual Interest or (B) in the Lower-Tier REMIC other than the Lower-Tier Regular Interests and the Lower-Tier Residual Interest.
None of the Trustee, the Master Servicer, the Special Servicer or the Depositor shall be responsible or liable for any failure
by the Certificate Administrator to comply with the provisions of this Section 4.04. The Depositor, the Master Servicer
and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying any information within
the Depositor’s, the Master Servicer’s or the Special Servicer’s control (other than any confidential information) that
is reasonably necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.


 


(b)        
The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating
the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each Mortgage Loan
will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates,
provided that the Mortgage Loans in the aggregate will prepay in accordance with the Prepayment Assumption; (ii) none
of the Master Servicer, the Special Servicer, the Depositor and the Class R Certificateholder will exercise the right described
in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is
repurchased or substituted for by the applicable Mortgage Loan Seller pursuant to Article II of this Agreement.


 


Section 4.05       
Imposition of Tax on the Trust REMICs. In the event that any tax, including interest, penalties or assessments, additional
amounts or additions to tax, is imposed on a Trust REMIC, such tax shall be charged against amounts otherwise distributable with
respect to the Regular Certificates and the Class R Certificates, as applicable; provided that any taxes imposed on
any net income from foreclosure property pursuant to Code Section 860G(d) or any similar tax imposed by a state or local
jurisdiction shall instead be treated as an expense of the related REO Property in determining Net REO Proceeds with respect to
the REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from the REO Account and
transfer to the Certificate Administrator for deposit into the Distribution Accounts, as applicable, amounts reasonably determined
by the Certificate Administrator to be necessary to pay such taxes, and the Certificate Administrator shall return to the Special
Servicer the excess determined by the Certificate Administrator from time to time of the amount in excess of the amount necessary
to pay such taxes); provided that any such tax imposed on net income from foreclosure property that exceeds the amount in any
such reserve shall be retained from Aggregate Available Funds, as provided in Section 3.06(a)(vii) of this Agreement
and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and
shall retain or cause to be retained from the Distribution Account in determining the amount of Aggregate Available Funds sufficient
funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the applicable Trust REMIC (but
such authorization shall not prevent the Certificate Administrator from contesting, at the expense of the Trust Fund, any such
tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings).
The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest
bearing account, (i) the net income from any “prohibited transaction” under Code Section 860F(a) or
(ii) the amount of any contribution to a Trust REMIC after the Startup Day that is subject to tax under Code


 






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Section 860G(d)
and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the related
Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal
amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the related residual
interest and shall distribute such retained amounts to the Holders of Regular Certificates or to the Certificate Administrator
in respect of the Lower-Tier Regular Interests, until they are fully reimbursed and then to the Holders of the Class R Certificates
in respect of the related residual interest. None of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee shall be responsible for any taxes imposed on a Trust REMIC except to the extent such tax is attributable to a
breach of a representation or warranty of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee
or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention
of this Agreement in both cases, provided, further, that such breach, act or omission could result in liability
under Section 6.03, in the case of the Master Servicer or the Special Servicer, as applicable, or Section 4.04
or Section 8.01, in the case of the Certificate Administrator or the Trustee. Notwithstanding anything in this
Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for the Certificate
Administrator’s, the Authenticating Agent’s, the Certificate Registrar’s, the Paying Agent’s or the Trustee’s
breaches, acts or omissions, and the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator,
the Master Servicer, the Special Servicer, the Authenticating Agent, the Certificate Registrar or the Paying Agent, and the Certificate
Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer, the Special Servicer
and, in each case if a different entity than the Certificate Administrator, the Authenticating Agent, the Certificate Registrar
or the Paying Agent.


 


Section 4.06       
Remittances; P&I Advances.


 


(a)         
On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer shall:


 


(i)     
remit to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Yield Maintenance
Charges applicable to the Mortgage Loans (but not a Companion Loan) received by the Master Servicer during the Collection Period
relating to such Distribution Date (or, in the case of an Outside Serviced Mortgage Loan, received by the Master Servicer as of
the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance Date and not previously
so remitted to the Certificate Administrator);


 


(ii)     remit to the Certificate Administrator for deposit in the Lower-Tier REMIC Distribution Account an amount equal to the Aggregate
Available Funds applicable to the Mortgage Loans (other than the amounts referred to in clause (iv) below and clause (e)
of the definition of “Aggregate Available Funds”);


 


(iii)    remit to CREFC® the CREFC® Intellectual Property Royalty License Fee;


 






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(iv)     
make a P&I Advance by remittance to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account,
in an amount equal to the sum of the Applicable Monthly Payments for each Mortgage Loan (including any REO Mortgage Loan and any
Mortgage Loan related to a Loan Combination, but not a Companion Loan) to the extent such amounts were not received by the Master
Servicer on such Mortgage Loan as of the close of business on the Determination Date (without regard to any grace period) in the
same month as (or, in the case of an Outside Serviced Mortgage Loan, was not received by the Master Servicer on such Mortgage
Loan as of the close of business on the Business Day immediately preceding) such Master Servicer Remittance Date), except that
the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such
Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC® and
the portion of such P&I Advance equal to the Asset Representations Reviewer Ongoing Fee, the Operating Advisor Fee or the
Trustee/Certificate Administrator Fee, to the extent the subject fee remains unpaid to the applicable party hereunder, shall be
deposited in the Collection Account or the applicable Loan Combination Custodial Account, as applicable, for payment to such party;


 


(v)     
remit to the Certificate Administrator, as compensation for it and the Trustee, the Trustee/Certificate Administrator Fee for
the related Distribution Date out of the amounts from which it is payable;


 


(vi)          
remit to the Certificate Administrator for deposit in the Excess Liquidation Proceeds Reserve Account an amount equal to the Excess
Liquidation Proceeds received during the related Collection Period (or, in the case of an Outside Serviced Mortgage Loan, received
by the Master Servicer as of the close of business on the Business Day immediately preceding the applicable Master Servicer Remittance
Date and not previously so remitted to the Certificate Administrator), if any; and


 


(vii)          
remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account all Excess Interest for the related
Distribution Date then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06(a)(ii)
through Section 3.06(a)(ix) of this Agreement.


 


Neither
the Master Servicer nor the Trustee shall be required or permitted to make an advance for Balloon Payments, Default Interest,
Excess Interest or Yield Maintenance Charges, or delinquent Monthly Payments on the Companion Loans. The amount required to be
advanced in respect of delinquent payments of interest on any Mortgage Loan as to which an Appraisal Reduction Amount exists will
equal the product of (i) the amount otherwise required to be advanced by the Master Servicer with respect to delinquent payments
of interest without giving effect to such Appraisal Reduction Amounts, and (ii) a fraction, the numerator of which is the Stated
Principal Balance of such Mortgage Loan as of the last day of the related Collection Period, reduced by such Appraisal Reduction
Amount, and the denominator of which is the Stated Principal Balance of such Mortgage Loan as of the last day of the related Collection
Period. Appraisal Reduction Amounts shall not affect the principal portion of any P&I Advances.


 






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Any
amount advanced by the Master Servicer pursuant to Section 4.06(a)(iv) of this Agreement shall constitute a P&I
Advance for all purposes of this Agreement and the Master Servicer shall be entitled to reimbursement (with interest at the Advance
Rate). The Special Servicer shall have no obligation to make any P&I Advance.


 


The
Certificate Administrator shall notify the Master Servicer and the Trustee by telephone if as of 3:00 p.m., New York City
time, on the Master Servicer Remittance Date, the Certificate Administrator has not received the amount of a required P&I
Advance hereunder. If as of 11:00 a.m., New York City time, on any Distribution Date the Master Servicer shall not have made
the P&I Advance required to have been made on the related Master Servicer Remittance Date pursuant to Section 4.06(a)(iv)
of this Agreement, the Certificate Administrator shall notify the Trustee and the Trustee shall no later than 1:00 p.m.,
New York City time, on such Business Day deposit into the Lower-Tier REMIC Distribution Account, in immediately available funds
an amount equal to the P&I Advances otherwise required to have been made by the Master Servicer.


 


Neither
the Master Servicer nor the Trustee shall be obligated to make a P&I Advance as to any Monthly Payment on any date on which
a P&I Advance is otherwise required to be made by this Section 4.06 if the Master Servicer or the Trustee, as
applicable, or the Special Servicer determines that such Advance will be a Nonrecoverable Advance. The determination by any Person
with an obligation hereunder to make P&I Advances that it has made (or in the case of a determination by the Special Servicer,
that the Master Servicer or the Trustee has made) a Nonrecoverable Advance or the determination by the Special Servicer, the Master
Servicer or the Trustee that any proposed P&I Advance, if made, would constitute a Nonrecoverable Advance, shall be made by
such Person (i) in the case of the Master Servicer or the Special Servicer, in accordance with the Servicing Standard or
(ii) in the case of the Trustee, in its good faith business judgment, and shall be evidenced by an Officer’s Certificate
as set forth in Section 4.06(b). In connection with a determination by the Special Servicer, the Master Servicer or
the Trustee as to whether a P&I Advance previously made or to be made constitutes or would constitute a Nonrecoverable Advance:


 


(A)     
any such Person will be entitled to consider (among other things) the obligations of the Mortgagor under the terms of the
related Mortgage Loan or Serviced Loan Combination as it may have been modified, to consider (among other things) the related
Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s
assumptions regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, to estimate
and consider (among other things) future expenses and to estimate and consider (among other things) the timing of recoveries;


 


(B)     
any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination
that an Advance is a Nonrecoverable Advance) and may obtain at the expense of the Trust Fund any analysis, Appraisals or market
value estimates or other information for such purposes;


 






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(C)     
the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard that any proposed P&I
Advance, if made, would be a Nonrecoverable Advance or that any outstanding P&I Advance is a Nonrecoverable Advance and may
deliver to the Master Servicer, the Trustee, any applicable Directing Holder and the Controlling Class Representative if
it is an applicable Consulting Party, notice of such determination, which determination shall be conclusive and binding on the
Master Servicer and the Trustee;


 


(D)     
although the Special Servicer may determine whether a P&I Advance is a Nonrecoverable Advance, the Special Servicer will have
no right to (i) make an affirmative determination that any P&I Advance previously made or to be made (or contemplated to be
made) by the Master Servicer or the Trustee is, or would be, recoverable or (ii) reverse any determination that may have been
made by the Master Servicer or the Trustee or to prohibit the Master Servicer or the Trustee from making a determination that
a P&I Advance constitutes or would constitute a Nonrecoverable Advance; provided that this sentence will not be construed
to limit the Special Servicer’s right to make a determination that a P&I Advance to be made (or contemplated to be made)
would be, or a previously made Advance is, a Nonrecoverable Advance, as described in this Section 4.06;


 


(E)     
any non-recoverability determination by the Master Servicer or the Special Servicer pursuant to this Section 4.06 with
respect to the recoverability of P&I Advances shall be conclusive and binding on the Master Servicer (in the case of such
a determination by the Special Servicer) and the Trustee;


 


(F)     
the Master Servicer shall provide notice to the Trustee on or prior to the Master Servicer Remittance Date of any such non-recoverability
determination made by the Master Servicer on or prior to such date;


 


(G)     
the Trustee shall be entitled to rely, conclusively, on any determination by the Master Servicer or Special Servicer that a P&I
Advance, if made, would be a Nonrecoverable Advance; provided, however, that if the Master Servicer has failed to
make a P&I Advance for reasons other than a determination by the Master Servicer or Special Servicer that such Advance would
be a Nonrecoverable Advance, the Trustee shall make such advance within the time periods required by this Section 4.06
unless the Trustee, in its good faith business judgment, or the Special Servicer, in accordance with the Servicing Standard,
makes a determination prior to the times specified in this Section 4.06 that such advance would be a Nonrecoverable
Advance;


 


(H)      
the Special Servicer shall report, promptly upon making a determination contemplated in this paragraph, to the Master Servicer
the


 






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Special
Servicer’s determination as to whether any P&I Advance made with respect to any previous Distribution Date or required
to be made with respect to a future Distribution Date with respect to any Specially Serviced Loan is a Nonrecoverable P&I
Advance, and the Master Servicer and the Trustee shall be entitled to conclusively rely on such determination; and


 


(I)       
notwithstanding the foregoing, the Trustee may conclusively rely upon any determination by the Master Servicer or the Special
Servicer that any P&I Advance would be recoverable (unless a non-recoverability determination has been made by the other servicer
in accordance with clause (E) above which is binding on the Trustee), and the Master Servicer may conclusively rely upon
any determination by the Special Servicer that any P&I Advance would be recoverable.


 


The
Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes (together with
interest thereon) to the extent permitted pursuant to Section 3.06(a)(ii) of this Agreement and each of the Master
Servicer and Special Servicer hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from
the related Mortgagors to the extent permitted by applicable law and the related Mortgage Loan.


 


Within
2 Business Days of making a P&I Advance on any Mortgage Loan that is part of a Loan Combination, the Master Servicer or the
Trustee, as applicable, shall provide written notice of the amount of such P&I Advance to (i) if such Mortgage Loan is part
of a Serviced Loan Combination, the related Other Servicer, Other Special Servicer and Other Trustee of each Other Securitization
Trust that holds a related Serviced Companion Loan, if any, or (ii) if such Mortgage Loan is part of an Outside Serviced
Loan Combination, the related Outside Servicer, Outside Special Servicer and Outside Trustee of the related Outside Securitization
Trust.


 


With
respect to P&I Advances and each Outside Serviced Mortgage Loan, the Master Servicer and the Trustee shall be entitled to
rely on the “appraisal reduction amount” calculated by the related Outside Special Servicer or the related Outside
Servicer in accordance with the terms of the applicable Outside Servicing Agreement.


 


(b)        
The determination by the Master Servicer, the Trustee or the Special Servicer that a P&I Advance has become a Nonrecoverable
P&I Advance or that any proposed P&I Advance, if made pursuant to this Section 4.06 with respect to any Mortgage
Loan (or with respect to any successor REO Mortgage Loan with respect to any of the foregoing), would constitute a Nonrecoverable
P&I Advance, shall be evidenced by an Officer’s Certificate delivered on or prior to the next Master Servicer Remittance
Date to the Trustee (unless it is the Person making the determination), any applicable Directing Holder and Consulting Party,
the holder of any related Pari Passu Companion Loan or its Companion Loan Holder Representative (in the case of a Pari Passu Loan
Combination), the Master Servicer (unless it is the Person making the determination), the Special Servicer (unless it is the Person
making the determination) and, if the Trustee is making the determination, the Depositor, setting forth the basis for such determination,
together with any other information that supports such determination together with a copy of any


 






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Appraisal
of the related Mortgaged Property or REO Property, as the case may be (which Appraisal shall be an expense of the Trust, shall
take into account any material change in circumstances of which such Person is aware or such Person has received new information,
either of which has a material effect on the value and shall have been conducted in accordance with the standards of the Appraisal
Institute within the twelve months preceding such determination of nonrecoverability), and further accompanied by related Mortgagor
operating statements and financial statements, budgets and rent rolls of the related Mortgaged Property (to the extent available
and/or in such Person’s possession) and any engineers’ reports, environmental surveys or similar reports that such
Person may have obtained and that support such determination. The Master Servicer and the Special Servicer shall consider Unliquidated
Advances with respect to prior P&I Advances for the purpose of nonrecoverability determinations as if such amounts were unreimbursed
P&I Advances.


 


(c)         
With respect to each Outside Serviced Mortgage Loan, the Master Servicer, the Special Servicer or the Trustee shall make its determination
(based on information provided by the applicable Outside Servicer and Outside Special Servicer) that a P&I Advance that has
been made on such Outside Serviced Mortgage Loan (or any successor REO Mortgage Loan with respect thereto) is a Nonrecoverable
Advance or that any proposed P&I Advance would, if made, constitute a Nonrecoverable Advance with respect to such Outside
Serviced Mortgage Loan independently of any determination made by the applicable Outside Servicer, the applicable Outside Special
Servicer or the Outside Trustee, as the case may be, under the applicable Outside Servicing Agreement in respect of the related
Outside Serviced Companion Loan. If the Master Servicer, the Special Servicer or the Trustee determines that a proposed P&I
Advance with respect to an Outside Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to an Outside
Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special
Servicer or the Trustee, as applicable, shall provide the applicable Outside Servicer and Outside Special Servicer written notice
of such determination within two (2) Business Days of the date of such determination. If the Master Servicer receives written
notice from the related Outside Servicer or the related Outside Special Servicer, as the case may be, that either has determined,
or the Outside Trustee has determined, in accordance with the applicable Outside Servicing Agreement with respect to an Outside
Serviced Companion Loan, that any proposed advance under the applicable Outside Servicing Agreement that is similar to a P&I
Advance would be, or any outstanding advance under such Outside Servicing Agreement that is similar to a P&I Advance is, a
nonrecoverable advance, then the Master Servicer, the Special Servicer or the Trustee may, based upon such determination, determine
that any P&I Advance previously made or proposed to be made with respect to the related Outside Serviced Mortgage Loan will
be a Nonrecoverable P&I Advance. Thereafter, in either case, the Master Servicer and the Trustee shall not be required to
make any additional P&I Advances with respect to the related Outside Serviced Mortgage Loan unless and until the Master Servicer
or the Trustee, as the case may be, determines that any such additional P&I Advances with respect to the related Outside Serviced
Mortgage Loan would not be a Nonrecoverable P&I Advance, which determination may be as a result of consultation with the related
Outside Servicer or the related Outside Special Servicer, as the case may be, or otherwise. For the avoidance of doubt, the Master
Servicer, the Special Servicer or the


 






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Trustee,
as the case may be, shall have the sole discretion provided in this Agreement to determine that any future P&I Advance or
outstanding P&I Advance would be, or is, as applicable, a Nonrecoverable Advance.


 


(d)        
If the Trustee, the Master Servicer or the Special Servicer has received written notice from S&P, Fitch or DBRS to the effect
that continuation of the Master Servicer or the Special Servicer in such capacity would result in the downgrade, qualification
or withdrawal of any rating then assigned by S&P, Fitch or DBRS, as applicable, to any Class of Certificates and citing
servicing concerns with such Master Servicer or Special Servicer, as applicable, as the sole or material factor in such rating
action, and such notice is not rescinded within 60 days, then the Trustee, the Master Servicer or the Special Servicer, as
applicable, shall promptly notify the other such parties and the Certificate Administrator, and the Certificate Administrator
shall promptly notify the Serviced Companion Loan Holder and the applicable master servicer of any Serviced Companion Loan.


 


Section 4.07       
Grantor Trust Reporting.


 


(a)        
The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor
Trust.


 


(b)        
The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions
thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master
Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as
to take advantage of market fluctuations or so as to improve the rate of return of the Grantor Trust Certificates, and shall otherwise
comply with Treasury Regulations Section 301.7701-4(c). The Certificate Administrator shall timely file or cause to be timely
filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to
the Holders of the respective Classes of the Grantor Trust Certificates, their allocable share of income and expense with respect
to the VRR Specific Grantor Trust Assets and proceeds thereof as such amounts are received or accrue, as applicable.


 


(c)         
The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations
to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the
Certificate Administrator on a timely basis. The Certificate Administrator will not be liable for any tax reporting penalties
that may arise under the WHFIT Regulations in the event that the IRS makes a determination that is contrary to the first sentence
of this paragraph.


 


(i)      
The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method,
except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under
no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator


 






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shall
make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition,
the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information
to any Certificateholder, unless requested by the Certificateholder.


 


(ii)     
The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor
for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information that is not in its
possession being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided
to the Certificate Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership
of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide
the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds
and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and
date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary
market trading of WHFIT interests.


 


(d)        
To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the
Certificate Administrator’s Website the CUSIP Numbers for the Certificates that represent ownership of a WHFIT. The CUSIP
Number so published will represent the Rule 144A CUSIP Numbers. The Certificate Administrator shall make reasonable good
faith efforts to keep the website accurate and updated to the extent CUSIP Numbers have been received. Absent the receipt of a
CUSIP Number, the Certificate Administrator will use a reasonable identifier number in lieu of a CUSIP Number. The Certificate
Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP Number
information.


 


Section 4.08       
Calculations.


 


Provided
that the Certificate Administrator receives the necessary loan-level information from the Master Servicer and/or the Special Servicer,
the Certificate Administrator shall be responsible for performing all calculations necessary in connection with the actual and
deemed distributions to be made pursuant to Section 4.01, the preparation of the Distribution Date Statements pursuant
to Section 4.02(a) and the actual and deemed allocations of Realized Losses to be made pursuant to Section 4.01.
The Certificate Administrator shall calculate the Principal Distribution Amount, the VRR Principal Distribution Amount, the Aggregate
Principal Distribution Amount and the VRR Realized Loss Interest Distribution Amount for each Distribution Date and shall allocate
such amounts among Certificateholders in accordance with this Agreement. Absent actual knowledge of an error therein, the Certificate
Administrator shall have no obligation to recompute, recalculate or otherwise verify any loan-level information provided to it
by the Master Servicer. The calculations by the Certificate Administrator


 






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contemplated
by this Section 4.08 shall, in the absence of manifest error, be deemed to be correct for all purposes hereunder.


 


Section 4.09       
Secure Data Room. (a) Within 60 days of the Closing Date, the Certificate Administrator shall create a Secure Data
Room, and the Depositor shall, upon the earlier of (i) receipt of all the Mortgage Loan Sellers’ Diligence File Certifications
and (ii) the 120th day following the Closing Date (but, in any event, no earlier than the date on which the Depositor has received
a written notice from the Certificate Administrator that the Secure Data Room has been created), deliver to the Certificate Administrator
(but solely with respect to any Diligence File(s) received by the Depositor as to which it has received the related Mortgage Loan
Seller’s Diligence File Certification) an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded
by the Mortgage Loan Sellers to the Designated Site. After the 120th day following the Closing Date, the Depositor may deliver
any Mortgage Loan Seller’s Diligence Files to the Certificate Administrator if it has not previously delivered such Mortgage
Loan Seller’s Diligence Files to the Certificate Administrator. Upon receipt thereof, the Certificate Administrator shall
promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted by
the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of
the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator
of a certification substantially in the form of Exhibit KK hereto. In no case whatsoever shall Certificateholders
be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation
to post any documents to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the
Depositor with respect to each Mortgage Loan Seller.


 


(b)        
The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether
the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates
to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered
to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive
knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the
Secure Data Room. In the event that any document is posted in error, the Certificate Administrator may remove such document from
the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of
any document provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible or held
liable for any other Person’s use or dissemination of the documents contained on the Secure Data Room; provided that
such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator
shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure
Data Room shall covenant to access only the documents necessary to perform its duties and responsibilities under this Agreement.


 


(c)         
Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator
shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the


 






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Depositor
or the Master Servicer, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part
of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate
Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated,
repurchased or otherwise removed from the Trust, the Special Servicer may (but shall not be obligated to) direct the Certificate
Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided
that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure
Data Room. Following the termination of the Trust pursuant to Section 9.01, the Certificate Administrator shall be
permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated
to reproduce or retrieve such deleted files.


 


Article
V



THE CERTIFICATES


 


Section 5.01       
The Certificates. (a) The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the
Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class A-AB Certificates,
the Class X-A Certificates, the Class A-S Certificates, the Class B Certificates, the Class C Certificates,
the Class X-B Certificates, the Class X-D Certificates, the Class X-F Certificates, the Class D Certificates,
the Class E Certificates, the Class F Certificates, the Class G-RR Certificates, the Class J-RR Certificates,
the Class VRR Certificates and the Class R Certificates.


 


Each
Class of Certificates will be substantially in the forms annexed hereto as Exhibits A-1 through A-30,
respectively, with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by
this Agreement or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to
comply, or facilitate compliance, with applicable laws, and may have such letters, numbers or other marks of identification and
such legends or endorsements placed thereon as may be required by law, or as may, consistently herewith, be determined by the
officers executing such Certificates, as evidenced by their execution thereof. The Public Certificates (other than the Class X-A
Certificates) shall be issued in minimum denominations of $10,000 and integral multiples of $1 in excess thereof. The Private
Certificates (other than the Class X-B, Class X-D, Class X-F and Class R Certificates and the VRR Interest) shall
be issued in minimum denominations of $100,000 and integral multiples of $1 in excess thereof. The Class VRR Certificates
shall be issued in minimum denominations of $100,000 and integral multiples of $0.01 in excess thereof. The Class X-A, Class X-B,
Class X-D and Class X-F Certificates shall be issued, maintained and transferred only in minimum denominations of authorized
initial notional amounts of not less than $1,000,000 and in integral multiples of $1 in excess thereof. If the initial Certificate
Balance or initial Notional Amount, as applicable, of any Class of Certificates (exclusive of the Class R Certificates)
does not equal an integral multiple of $1, then a single Certificate of such Class may be issued in a minimum denomination
of authorized initial principal balance or initial notional amount, as applicable, that includes the excess of (i) the initial
Certificate Balance or initial Notional Amount, as applicable, of such Class over (ii) the largest integral multiple
of $1 that does not exceed such amount. The


 






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Class R
Certificates shall be issued, maintained and transferred in minimum percentage interests of 10% of such Class R Certificates
and in integral multiples of 1% in excess thereof.


 


(b)        
One authorized signatory shall sign the Certificates for the Certificate Administrator by manual or facsimile signature. If an
authorized signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Administrator
countersigns the Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized
signatory of the Certificate Administrator (who may be the same officer who executed the Certificate) manually countersigns the
Certificate. The signature shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


Section 5.02       
Form and Registration.


 


(a)         
Each Class of Public Certificates shall be represented by a single, global certificate in definitive, fully registered form
without interest coupons, substantially in the applicable form set forth as an exhibit hereto, which shall be deposited with the
Certificate Registrar or an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of
the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Global Certificate may from time to time
be increased or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as
hereinafter provided.


 


(b)        
Unless and until Definitive Certificates are issued in respect of a Class of Global Certificates, beneficial ownership interests
in such Certificates will be maintained and transferred on the book-entry records of the Depository and Depository Participants,
and all references to actions by Holders of such Class of Certificates will refer to action taken by the Depository upon
instructions received from the related registered Holders of Certificates through the Depository Participants in accordance with
the Depository’s procedures and, except as otherwise set forth herein, all references herein to payments, notices, reports
and statements to Holders of such Class of Certificates will refer to payments, notices, reports and statements to the Depository
or its nominee as the registered Holder thereof, for distribution to the related registered Holders of Certificates through the
Depository Participants in accordance with the Depository’s procedures.


 


(c)         
No transfer of any Private Certificate shall be made unless that transfer is made pursuant to an effective registration statement
under the Securities Act, and effective registration or qualification under applicable state securities laws, or is made in a
transaction which does not require such registration or qualification. If a transfer is to be made in reliance upon an exemption
from the Securities Act, and under the applicable state securities laws, then:


 


(i)     
The Certificates of each Class of the Private Certificates (other than the Risk Retention Certificates and the Class R
Certificates) sold in offshore transactions in reliance on Regulation S under the Act shall initially be represented by a temporary
global certificate in definitive, fully registered form without interest coupons, substantially in the applicable form set forth
as an exhibit hereto (each a


 






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“Temporary
Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the Private
Certificates represented thereby with the Certificate Registrar, at its principal trust office, as custodian, for the Depository,
and registered in the name of the Depository or the nominee of the Depository for the account of designated agents holding on
behalf of Euroclear and/or Clearstream. Prior to the expiration of the 40-day period commencing on the later of the commencement
of the offering and the Closing Date (the “Restricted Period”), beneficial interests in each Temporary Regulation
S Global Certificate may be held only through Euroclear or Clearstream. After the expiration of the Restricted Period, a beneficial
interest in a Temporary Regulation S Global Certificate may be exchanged for an interest in the related permanent global certificate
of the same Class of Private Certificates (a “Regulation S Global Certificate”) in the applicable form
set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.03(f) of this Agreement. During
the Restricted Period, distributions due in respect of a beneficial interest in a Temporary Regulation S Global Certificate shall
only be made upon delivery to the Certificate Registrar by Euroclear or Clearstream, as applicable, of a Non-U.S. Beneficial Ownership
Certification. After the expiration of the Restricted Period, distributions due in respect of any beneficial interests in a Temporary
Regulation S Global Certificate shall not be made to the holders of such beneficial interests unless exchange for a beneficial
interest in the Regulation S Global Certificate of the same Class is improperly withheld or refused. The aggregate Certificate
Balance of a Temporary Regulation S Global Certificate or a Regulation S Global Certificate may from time to time be increased
or decreased by adjustments made on the records of the Certificate Registrar, as custodian for the Depository, as hereinafter
provided.


 


On
the Closing Date, the Certificate Administrator shall execute, the Authenticating Agent shall authenticate, and the Certificate
Administrator shall deliver to the Certificate Registrar the Regulation S Global Certificates, which shall be held by the Certificate
Registrar for purposes of effecting the exchanges contemplated by the preceding paragraph. Citibank, N.A. is hereby initially
appointed the Authenticating Agent with the power to act, on the Trustee’s behalf, in the authentication and delivery of
the Certificates in connection with transfers and exchanges as herein provided. If Citibank, N.A. is removed as Certificate Administrator,
then Citibank, N.A. shall be terminated as Authenticating Agent. If the Authenticating Agent is terminated, the Certificate Administrator
(or, if the same entity is acting as both the Authenticating Agent and the Certificate Administrator and such entity is being
removed from both capacities, a successor Certificate Administrator) shall appoint a successor authenticating agent, which may
be the Certificate Administrator or an Affiliate thereof, in accordance with Section 5.09 of this Agreement.


 


(ii)     
The Certificates of each Class of Private Certificates (other than the Risk Retention Certificates and the Class R Certificates)
offered and sold to Qualified Institutional Buyers in reliance on Rule 144A shall be represented by a single, global certificate
in definitive, fully registered form without interest coupons, substantially in the applicable form set forth as an exhibit hereto
(each, a “Rule 144A Global Certificate”), which shall be deposited with the Certificate Registrar or an
agent of the Certificate Registrar, as custodian for the Depository,


 






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and
registered in the name of the Depository or a nominee of the Depository. The aggregate Certificate Balance of a Rule 144A
Global Certificate may from time to time be increased or decreased by adjustments made on the records of the Certificate Registrar,
as custodian for the Depository, as hereinafter provided.


 


(iii)     
The Certificates of each Class of Private Certificates offered and sold in the United States to investors that are Institutional
Accredited Investors that are not Qualified Institutional Buyers, the Risk Retention Certificates (during the RR Interest Transfer
Restriction Period) and the Class R Certificates (collectively, the “Non-Book Entry Certificates”) shall
be in the form of Definitive Certificates, in each case substantially in the applicable form set forth as an exhibit hereto, and
shall be registered in the name of such investors or their nominees by the Certificate Registrar who shall deliver the certificates
for such Non-Book Entry Certificates to the respective beneficial owners or owners.


 


(d)        
Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of
certificated Certificates unless: (i) the Depository advises the Certificate Registrar in writing that the Depository is
no longer willing or able to discharge properly its responsibilities as depository with respect to the Global Certificates of
such Class or ceases to be a Clearing Agency, and the Certificate Administrator and the Depositor are unable to locate a
qualified successor within 90 days of such notice; (ii) the Trustee has instituted or has been directed to institute
any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that
in connection with such proceeding it is necessary or appropriate for the Trustee to obtain possession of the Certificates of
such Class; or (iii) in the case of a Private Certificate, all of the applicable requirements of Section 5.03
of this Agreement are satisfied; provided, however, that under no circumstances will certificated Private Certificates
be issued to beneficial owners of a Temporary Regulation S Global Certificate. Upon notice of the occurrence of any of the events
described in clause (i) or (ii) above with respect to any Certificates of a Class that are in the form of Global
Certificates and upon surrender by the Depository of any Global Certificate of such Class and receipt from the Depository
of instructions for reregistration, the Certificate Registrar shall issue Certificates of such Class in the form of Definitive
Certificates (bearing, in the case of a Definitive Certificate issued for a Rule 144A Global Certificate, the same legends
regarding transfer restrictions borne by such Global Certificate), and thereafter the Certificate Registrar shall recognize the
holders of such Definitive Certificates as Certificateholders under this Agreement.


 


(e)         
If any Certificate Owner wishes to transfer its interest in a Rule 144A Global Certificate to an Institutional Accredited
Investor that is not a Qualified Institutional Buyer, or wishes to transfer its interest in a Regulation S Global Certificate
to a “U.S. person” (as that term is defined in Rule 902(k) under the Securities Act) that is an Institutional
Accredited Investor but not a Qualified Institutional Buyer, then the transferee shall take delivery in the form of a Non-Book
Entry Certificate, subject to the restrictions on the transfer of such Non-Book Entry Certificate in Section 5.03(h)
of this Agreement. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such
transfer complies with the provisions of Section 5.03(h) of this


 






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Agreement
applicable to transfers of Non-Book Entry Certificates. Upon acceptance for exchange or transfer of a beneficial interest in a
Global Certificate for a Non-Book Entry Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule
affixed to the related Global Certificate (or on a continuation of such schedule affixed to such Global Certificate and made a
part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the denomination of such
Global Certificate equal to the denomination of such Non-Book Entry Certificate issued in exchange therefor or upon transfer thereof.


 


(f)         
During the RR Interest Transfer Restriction Period, any Risk Retention Certificate shall only be held as a Definitive Certificate
in the Retained Interest Safekeeping Account by the Certificate Administrator (and each Retaining Party’s respective interest
shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest
Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each
Risk Retention Certificate in safekeeping and shall release the same only upon receipt of a written direction signed by each of
the Depositor (except in the case of the HRR Interest), the Retaining Sponsor and the Holder of such Certificate, and in accordance
with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement.
There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained
Interest Safekeeping Account” and into which each Risk Retention Certificate shall be held and which shall be governed by
and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number
of subaccounts to the Retained Interest Safekeeping Account for each Retaining Party. Each Risk Retention Certificate to be delivered
in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator
of any Risk Retention Certificate in connection with the initial issuance thereof and, for so long as the Risk Retention Certificates
are held in the Retained Interest Safekeeping Account by the Certificate Administrator pursuant to this Agreement, upon any transfer
or exchange pursuant to this Article V of any Risk Retention Certificate, the Certificate Administrator shall deliver
to the related Retaining Party a receipt in the form set forth in Exhibit MM. No amounts distributable with respect
to any Risk Retention Certificate shall be remitted to the Retained Interest Safekeeping Account, but instead shall be remitted
directly to the applicable Retaining Party in accordance with written instructions provided separately on the Closing Date (and
any updates to such written instructions provided from time to time) by such Retaining Party to the Certificate Administrator.
Under no circumstances by virtue of safekeeping any Risk Retention Certificate shall the Certificate Administrator be obligated
to bring legal action or institute proceedings against any Person on behalf of any Retaining Party. During the RR Interest Transfer
Restriction Period and for such longer time as the related Retaining Party may request, the Certificate Administrator shall hold
each individual Risk Retention Certificate at the below location, or any other location; provided the Certificate Administrator
has given notice to the Depositor, the Retaining Sponsor and each Retaining Party of such new location:


 


Citibank,
N.A.





Vault
Operations Level B


 






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399
Park Avenue


New
York, New York 10022


 


The
Certificate Administrator shall make available to each Retaining Party its account information as mutually agreed upon by the
Certificate Administrator and each respective Retaining Party, and in accordance with the Certificate Administrator’s policies
and procedures. Any transfer of a Risk Retention Certificate shall be subject to this Article V. During the RR Interest
Transfer Restriction Period, unless the Retaining Sponsor and the Depositor otherwise consent in writing, the Certificate Administrator
shall not permit any Person to copy (other than for internal purposes), and shall not itself provide to any Person copies of,
the executed Risk Retention Certificates held by it in the Retained Interest Safekeeping Account.


 


(g)        
To the extent that the aggregate value and/or Certificate Balance of the RR Interest is in excess of the amount or percentage
of risk retention required pursuant to Regulation RR, such excess portion of the RR Interest shall nevertheless be deemed to be
subject to the requirements of Regulation RR and any Risk Retention Certificate evidencing such excess portion of the RR Interest
shall be subject to all of the provisions in this Agreement applicable to the RR Interest including, without limitation, the provisions
of this Article V.


 


Section 5.03       
Registration of Transfer and Exchange of Certificates.


 


(a)         
The Certificate Administrator shall keep or cause to be kept at its principal offices books (the “Certificate Register”)
in which, subject to such reasonable regulations as it may prescribe, the Certificate Administrator shall provide for the registration
of Certificates and of transfers and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity,
being the “Certificate Registrar”). In such capacities, the Certificate Administrator shall be responsible
for, among other things, (i) maintaining the Certificate Register and a record of the aggregate holdings of Certificates
of each Class of Private Certificates represented by a Temporary Regulation S Global Certificate, a Regulation S Global Certificate
and a Rule 144A Global Certificate and accepting Certificates for exchange and registration of transfer and (ii) transmitting
to the Depositor, the Master Servicer and the Special Servicer any notices from the Certificateholders. In its capacity as Certificate
Registrar, the Certificate Administrator shall be responsible for, among other things, holding the Risk Retention Certificates
as Definitive Certificates on behalf of each Holder of such Certificates in accordance with Section 5.02(f).


 


(b)        
Subject to the restrictions on transfer set forth in this Article V, upon surrender for registration of transfer of any
Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)         
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in
the Rule 144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time


 






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during
the Restricted Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Temporary Regulation
S Global Certificate of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution
that is required to take delivery thereof in the form of an interest in the Temporary Regulation S Global Certificate of the same
Class, such holder may, subject to the rules and procedures of the Depository, exchange or cause the exchange of such interest
for an equivalent beneficial interest in such Temporary Regulation S Global Certificate. Upon receipt by the Certificate Registrar,
as registrar, at its office designated in Section 5.11 of this Agreement, of (1) instructions given in accordance
with the Depository’s procedures from a Depository Participant directing the Certificate Registrar to credit, or cause to
be credited, a beneficial interest in the Temporary Regulation S Global Certificate in an amount equal to the beneficial interest
in the Rule 144A Global Certificate to be exchanged, (2) a written order given in accordance with the Depository’s
procedures containing information regarding the Euroclear or Clearstream account to be credited with such increase and the name
of such account and (3) a certificate in the form of Exhibit E to this Agreement given by the holder of such beneficial
interest stating that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the
Global Certificates and pursuant to and in accordance with Regulation S, then the Certificate Registrar shall instruct the Depository
to reduce, or cause to be reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause
to be increased, the Certificate Balance of the Temporary Regulation S Global Certificate by the aggregate Certificate Balance
of the beneficial interest in the Rule 144A Global Certificate to be exchanged, to credit or cause to be credited to the
account of the Person specified in such instructions (who shall be the agent member of Euroclear or Clearstream, or both) a beneficial
interest in the Temporary Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A
Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the
beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(d)        
Rule 144A Global Certificate to Regulation S Global Certificate. If a holder of a beneficial interest in the Rule 144A
Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time following the Restricted
Period to exchange its interest in such Rule 144A Global Certificate for an interest in the Regulation S Global Certificate
of the same Class, or to transfer its interest in such Rule 144A Global Certificate to an institution that is required to
take delivery thereof in the form of an interest in a Regulation S Global Certificate, such holder may, subject to the rules and
procedures of the Depository, exchange, or cause the exchange of, such interest for an equivalent beneficial interest in such
Regulation S Global Certificate. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11
of this Agreement, of (1) instructions given in accordance with the Depository’s procedures from a Depository Participant
directing the Certificate Registrar to credit or cause to be credited a beneficial interest in the Regulation S Global Certificate
in an amount equal to the beneficial interest in the Rule 144A Global Certificate to be exchanged, (2) a written order given
in accordance with the Depository’s procedures containing information regarding the participant account of the Depository
to be credited with such increase and (3) a certificate in the form of Exhibit F to this Agreement given by the holder
of such beneficial interest, then the Certificate Registrar shall instruct the Depository to reduce, or cause to


 






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be
reduced, the Certificate Balance of the Rule 144A Global Certificate and to increase, or cause to be increased, the Certificate
Balance of the Regulation S Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Rule 144A
Global Certificate to be exchanged, to credit or cause to be credited to the account of the Person specified in such instructions
a beneficial interest in the Regulation S Global Certificate equal to the reduction in the Certificate Balance of the Rule 144A
Global Certificate, and to debit, or cause to be debited, from the account of the Person making such exchange or transfer the
beneficial interest in the Rule 144A Global Certificate that is being exchanged or transferred.


 


(e)          Temporary
Regulation S Global Certificate or Regulation S Global Certificate to Rule 144A Global Certificate. If a holder of a
beneficial interest in a Temporary Regulation S Global Certificate or Regulation S Global Certificate deposited with the
Certificate Registrar as custodian for the Depository wishes at any time to exchange its interest in such Temporary
Regulation S Global Certificate or Regulation S Global Certificate for an interest in the Rule 144A Global Certificate
of the same Class, or to transfer its interest in such Temporary Regulation S Global Certificate or Regulation S Global
Certificate to a Person who is required to take delivery thereof in the form of an interest in the Rule 144A Global
Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream, as the case may be, and the
Depository, exchange or cause the exchange of such interest for an equivalent beneficial interest in the Rule 144A
Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at its office designated in Section 5.11
of this Agreement, of (1) instructions from Euroclear or Clearstream, if applicable, and the Depository, directing the
Certificate Registrar, as registrar, to credit or cause to be credited a beneficial interest in the Rule 144A Global
Certificate equal to the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global
Certificate to be exchanged, such instructions to contain information regarding the participant account with the Depository
to be credited with such increase, (2) with respect to a transfer of an interest in the Regulation S Global Certificate,
information regarding the participant account of the Depository to be debited with such decrease and (3) with respect to a
transfer of an interest in the Temporary Regulation S Global Certificate (but not the Regulation S Global Certificate) for an
interest in the Rule 144A Global Certificate at any time during the Restricted Period, a certificate in the form of Exhibit G
to this Agreement given by the holder of such beneficial interest and stating that the Person transferring such interest in
the Temporary Regulation S Global Certificate reasonably believes that the Person acquiring such interest in the
Rule 144A Global Certificate is a Qualified Institutional Buyer and is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to
reduce, or cause to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S
Global Certificate and to increase, or cause to be increased, the Certificate Balance of the Rule 144A
Global Certificate by the aggregate Certificate Balance of the beneficial interest in the Temporary Regulation S Global
Certificate or Regulation S Global Certificate to be exchanged, and the Certificate Registrar shall instruct the Depository,
concurrently with such reduction, to credit, or cause to be credited, to the account of the Person specified in such
instructions, a beneficial interest in the Rule 144A Global Certificate equal to the reduction in the Certificate
Balance of the Temporary Regulation S Global Certificate or Regulation S




 






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Global
Certificate and to debit, or cause to be debited, from the account of the Person making such transfer the beneficial interest
in the Temporary Regulation S Global Certificate or Regulation S Global Certificate that is being transferred.


 


(f)         
Temporary Regulation S Global Certificate to Regulation S Global Certificate. Interests in a Temporary Regulation S Global
Certificate as to which the Certificate Registrar has received from Euroclear or Clearstream, as the case may be, a certificate
(a “Non-U.S. Beneficial Ownership Certification”) to the effect that Euroclear or Clearstream, as applicable,
has received a certificate substantially in the form of Exhibit H to this Agreement from the holder of a beneficial
interest in such Temporary Regulation S Global Certificate, shall be exchanged after the Restricted Period, for interests in the
Regulation S Global Certificate of the same Class of Private Certificates. The Certificate Registrar shall effect such exchange
by delivering to the Depository for credit to the respective accounts of such holders, a duly executed and authenticated Regulation
S Global Certificate, representing the aggregate Certificate Balance of interests in the Temporary Regulation S Global Certificate
initially exchanged for interests in the Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear
or Clearstream of the certificate or certificates referred to above may be relied upon by the Depositor and the Certificate Registrar
as conclusive evidence that the certificate or certificates referred to therein has or have been delivered to Euroclear or Clearstream
pursuant to the terms of this Agreement and the Temporary Regulation S Global Certificate. Upon any exchange of interests in the
Temporary Regulation S Global Certificate for interests in the Regulation S Global Certificate, the Certificate Registrar shall
endorse the Temporary Regulation S Global Certificate to reflect the reduction in the Certificate Balance represented thereby
by the amount so exchanged and shall endorse the Regulation S Global Certificate to reflect the corresponding increase in the
amount represented thereby. Until so exchanged in full and except as provided therein, the Temporary Regulation S Global Certificate,
and the Certificates evidenced thereby, shall in all respects be entitled to the same benefits under this Agreement as the Regulation
S Global Certificate and Rule 144A Global Certificate authenticated and delivered hereunder.


 


(g)        
Non-Book Entry Certificate to Global Certificate. If a holder of a Non-Book Entry Certificate that is a Private Certificate
(other than any Risk Retention Certificate during the RR Interest Transfer Restriction Period or a Class R Certificate) wishes
at any time to exchange its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class,
or to transfer all or part of such Non-Book Entry Certificate to an institution that is entitled to take delivery thereof in the
form of an interest in a Global Certificate, such holder may, subject to the rules and procedures of Euroclear or Clearstream,
if applicable, and the Depository, cause the exchange of all or part of such Non-Book Entry Certificate for an equivalent beneficial
interest in the appropriate Global Certificate of the same Class. Upon receipt by the Certificate Registrar, as registrar, at
its office designated in Section 5.11 of this Agreement, of (1) such Non-Book Entry Certificate, duly endorsed as
provided herein, (2) instructions from such holder directing the Certificate Registrar, as registrar, to credit, or cause
to be credited, a beneficial interest in the applicable Global Certificate equal to the portion of the Certificate Balance of
the Non-Book Entry Certificate to be exchanged, such instructions to contain


 






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information
regarding the participant account with the Depository to be credited with such increase and (3) a certificate in the form of Exhibit I
to this Agreement (in the event that the applicable Global Certificate is the Temporary Regulation S Global Certificate),
in the form of Exhibit J to this Agreement (in the event that the applicable Global Certificate is the Regulation
S Global Certificate) or in the form of Exhibit K to this Agreement (in the event that the applicable Global Certificate
is the Rule 144A Global Certificate), then the Certificate Registrar, as registrar, shall cancel, or cause to be canceled,
all or part of such Non-Book Entry Certificate, and shall, if applicable, direct the Certificate Administrator to execute, authenticate
and deliver to the transferor a new Non-Book Entry Certificate equal to the aggregate Certificate Balance of the portion retained
by such transferor and shall instruct the Depository to increase, or cause to be increased, such Global Certificate by the aggregate
Certificate Balance of the portion of the Non-Book Entry Certificate to be exchanged and to credit, or cause to be credited, to
the account of the institution specified in such instructions a beneficial interest in the applicable Global Certificate equal
to the Certificate Balance of the portion of the Non-Book Entry Certificate so canceled.


 


(h)        
Exchanges of Non-Book Entry Certificates. If a holder of a Rule 144A Global Certificate, Regulation S Global Certificate
or Non-Book Entry Certificate (other than a Public Certificate) wishes at any time to transfer its interest in such Rule 144A
Global Certificate, Regulation S Global Certificate or Non-Book Entry Certificate to a Person who is required to take delivery
thereof in the form of a Non-Book Entry Certificate, then (except in connection with the transfer or deemed transfer thereof by
the Depositor, an Initial Purchaser or, if occurring on the Closing Date, the Retaining Sponsor) the Certificate Registrar shall
refuse to register such transfer unless it receives (and upon receipt, may conclusively rely upon): (i) a certificate from
the proposed transferor substantially in the form attached as Exhibit L-2B to this Agreement, (ii) an investment representation
letter from the proposed transferee substantially in the form attached as Exhibit L-4 to this Agreement; and (iii) if
required by the Certificate Registrar, an opinion of counsel satisfactory to the Certificate Registrar to the effect that such
transfer shall be made without registration under the Securities Act, together with the written certification(s) as to the facts
surrounding such transfer from the Certificateholder desiring to effect such transfer and/or the proposed transferee on which
such opinion of counsel is based (such opinion of counsel shall not be an expense of the Trust or of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Trustee or the Certificate Registrar
in their respective capacities as such).


 


(i)          
Transfers of Risk Retention Certificates. At all times during the applicable RR Interest Transfer Restriction Period, if
a transfer of any Risk Retention Certificate is to be made (other than in connection with (1) the transfer to CREFI on the Closing
Date, pursuant to the CREFI Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR1 Interest, (2) the transfer
to DBNY on the Closing Date, pursuant to the GACC Mortgage Loan Purchase Agreement, of the Certificates constituting the VRR2
Interest, (3) the transfer to JPMCB on the Closing Date, pursuant to the JPMCB Mortgage Loan Purchase Agreement, of the Certificates
constituting the VRR3 Interest and (4) the transfer to a majority-owned affiliate of the Third Party Purchaser on the Closing
Date of the HRR Interest, then the Certificate Registrar shall refuse to register such transfer unless it receives (and, upon
receipt, the Certificate Registrar may conclusively rely upon) (i) a certification


 






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from
such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit L-5A (in
the case of a transfer of Class VRR Certificates), Exhibit L-5B (in the case of a transfer of Certificates constituting
the HRR Interest) which such certification must be countersigned by the applicable Retaining Party, the Retaining Sponsor (if
different than the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor with
a medallion stamp guarantee of such Retaining Party, and (ii) a certification from the Certificateholder desiring to effect such
transfer substantially in the form attached hereto as Exhibit L-6A (in the case of a transfer of Class VRR Certificates),
Exhibit L-6B (in the case of a transfer of Certificates constituting the HRR Interest) which such certification must
be countersigned by the applicable Retaining Party (if different than the transferor), the Retaining Sponsor (if different than
the Retaining Party) and, except in the case of Certificates constituting the HRR Interest, the Depositor with a medallion stamp
guarantee of the such Retaining Party. Upon receipt of the foregoing certifications, the Certificate Registrar shall, subject
to Section 5.02(f), Section 5.03(a), Section 5.03(h), the following provisions of this Section 5.03(i),
and Section 5.03(n), reflect such Risk Retention Certificate in the name of the prospective Transferee. In no event
shall a Risk Retention Certificate be held as a Global Certificate during the RR Interest Transfer Restriction Period. In connection
with each transfer of a Risk Retention Certificate after the Closing Date, the transferor of such Certificate shall pay to the
Certificate Administrator a transfer fee of $5,000 (together with any other expenses related to such transfer (including fees
charged by the Depository, if applicable)) and such fee and expenses must be received by the Certificate Administrator prior to
the transfer date or the Certificate Administrator shall not be required to complete the requested transfer.


 


(j)          
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate (other than as otherwise
set forth in Section 5.02(d) of this Agreement), such Certificates may be exchanged only in accordance with such procedures
as are substantially consistent with the provisions of clauses (c) through (f), (h) and (i) above (including the certification
requirements intended to ensure that such transfers comply with Rule 144A or Regulation S under the Act, at the case may
be) and such other procedures as may from time to time be adopted by the Certificate Registrar.


 


(k)        
Restricted Period. Prior to the termination of the Restricted Period with respect to the issuance of the Certificates,
transfers of interests in the Temporary Regulation S Global Certificate to U.S. persons (as defined in Regulation S) shall be
limited to transfers made pursuant to the provisions of clause (e) above.


 


(l)          
If Private Certificates are issued upon the transfer, exchange or replacement of Certificates bearing a restrictive legend relating
to compliance with the Act, or if a request is made to remove such legend on Certificates, the Private Certificates so issued
shall bear the restrictive legend, or such legend shall not be removed, as the case may be, unless there is delivered to the Certificate
Registrar such satisfactory evidence, which may include an Opinion of Counsel that neither such legend nor the restrictions on
transfer set forth therein are required to ensure that transfers thereof comply with the provisions of Rule 144A, Rule 144
or Regulation S under the Act, Regulation RR or, with respect to Non-Book Entry Certificates, that such Certificates are
not “restricted” within the meaning


 






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of
Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate and deliver
Certificates that do not bear such legend.


 


(m)        
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)        
No Class VRR Certificate (if it is not an ERISA Restricted Certificate covered by the next sentence) or Class R Certificate
may be purchased by or transferred to any prospective purchaser or transferee that is or will be (i) an employee benefit
plan or other plan subject to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975
(each, a “Plan”), or (ii) any entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar
Law (as defined below), an insurance company that is using the assets of separate accounts or general accounts which include Plan
assets (or which are deemed to include assets of Plans) or other Person acting on behalf of any such Plan or using the assets
of a Plan (each, a “Plan Investor”) to purchase such Certificate. In addition, no ERISA Restricted Certificate
or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be a Plan or
Plan Investor, unless (i) such purchaser or transferee is an insurance company, (ii) the source of funds used to acquire or hold
such ERISA Restricted Certificate or interest therein is an “insurance company general account,” as such term is defined
in PTCE 95-60, and (iii) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Furthermore, no ERISA Restricted
Certificate, Class VRR Certificate (regardless of whether it is an ERISA Restricted Certificate) or Class R Certificate
or interest therein may be purchased by or transferred to any prospective purchaser or transferee that is or will be a governmental
plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state or local law that is, to
a material extent, similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975
(“Similar Law”), or to any Person acting on behalf of any such plan or using the assets of such plan to acquire
such Certificate or interest therein unless, in the case of an ERISA Restricted Certificate, its acquisition, holding and disposition
of such Certificate or an interest therein would not constitute or otherwise result in a non-exempt violation of Similar Law.
Except in connection with the transfer or deemed transfer thereof by the Depositor, an Initial Purchaser or, if occurring on the
Closing Date, the Retaining Sponsor, each prospective transferee of an ERISA Restricted Certificate, a Class VRR Certificate
(regardless of whether it is an ERISA Restricted Certificate) or a Class R Certificate in the form of a Non-Book Entry Certificate
shall deliver to the transferor, the Depositor, the Certificate Registrar, the Certificate Administrator and the Trustee representation
letters, substantially in the form of Exhibit L-3 and Exhibit L-4 to this Agreement. Each beneficial owner
of a Certificate (other than a Class R Certificate) or any interest therein will be deemed to have represented, by virtue
of its acquisition or holding of such Certificate or interest therein, that either (i) it is not a Plan or Plan Investor,
(ii) except in the case of an ERISA Restricted Certificate or a Class VRR Certificate (regardless of whether it is an
ERISA Restricted Certificate), it has acquired and is holding the Certificates in reliance on the Underwriter Exemption, and that
it understands that there are certain conditions to the availability of the Underwriter Exemption, including that the


 






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Certificates
must be rated, at the time of purchase, not lower than “BBB-” (or its equivalent) by a rating agency that meets the
requirements of the Underwriter Exemption and that such Certificate is so rated and that it is an Institutional Accredited Investor
or (iii) except in the case of a Class VRR Certificate (unless it is being sold or transferred through Citigroup Global
Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities LLC), (1) it is an insurance company, (2) the
source of funds used to acquire or hold the Certificate or interest therein is an “insurance company general account,”
as such term is defined in PTCE 95-60, and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied. Each beneficial
owner of a Certificate or an interest therein which is a governmental plan or other plan subject to Similar Law shall be deemed
to have represented, by virtue of its acquisition or holding of such Certificate or interest therein that the acquisition, holding
and disposition of such Certificate or an interest therein by the purchaser will not constitute or otherwise result in a non-exempt
violation of Similar Law. Any attempted or purported transfer in violation of these transfer restrictions shall be null and void
ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations with respect
to the applicable Certificates.


 


(o)        
[RESERVED]


 


(p)        
Each Person who has or acquires any Residual Ownership Interest shall be deemed by the acceptance or acquisition of such Residual
Ownership Interest to have agreed to be bound by the following provisions and the rights of each Person acquiring any Residual
Ownership Interest are expressly subject to the following provisions:


 


(i)     
Each Person acquiring or holding any Residual Ownership Interest shall be a Permitted Transferee and shall not acquire or hold
such Residual Ownership Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not
a Permitted Transferee. Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its
status (or the status of the beneficial owner of such Residual Ownership Interest) as a Permitted Transferee. Any acquisition
described in the first sentence of this Section 5.03(p) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void ab initio and of no effect, and the immediately
preceding owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Residual Ownership
Interest as soon and as fully as possible.


 


(ii)          
No Residual Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without
the express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and
such proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer
of any Residual Ownership Interest, other than in connection with the initial Transfer thereof to the Initial Purchasers, the
Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee to deliver, and the proposed
transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit in substantially the form attached
as Exhibit L-1 to this Agreement (a


 






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“Transferee
Affidavit”) of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating
that (1) the proposed transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the
proposed transferee understands that, as the holder of a Residual Ownership Interest, it may incur tax liabilities in excess of
cash flows generated by the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual
Ownership Interest as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership
Interest to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax
treaty, of such proposed transferee or any other U.S. Tax Person, (5) the proposed transferee will not transfer the Residual Ownership
Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge
that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a
Person that is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to comply with
the provisions of this Section 5.03(p) and (y) other than in connection with the initial issuance of a Class R
Certificate or the Transfer of any Class R Certificate by any Initial Purchaser in connection with the initial offering of
the Certificates, require a statement from the proposed transferor substantially in the form attached as Exhibit L-2A
to this Agreement (the “Transferor Letter”), that the proposed transferor has no actual knowledge that
the proposed transferee is not a Permitted Transferee and has no actual knowledge or reason to know that the proposed transferee’s
statements in the preceding clauses (x)(B)(1) or (3) are false.


 


(iii)     
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (p)(ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, however, the Certificate Registrar shall not be required to conduct any independent investigation to determine
whether a proposed transferee is a Permitted Transferee. Upon notice to the Certificate Registrar that there has occurred a Transfer
to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee or middleman) in contravention
of the foregoing restrictions, and in any event not later than 60 days after a request for information from the transferor
of such Residual Ownership Interest or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS and the transferor of such Residual Ownership Interest or such agent such information necessary to the application
of Code Section 860E(e) as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, such Persons shall in
no event be excused from furnishing such information.


 






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(iv)     
The Class R Certificates may only be represented by Definitive Certificates and may only be transferred to and owned by Qualified
Institutional Buyers.


 


(q)        
Any attempted or purported transfer in violation of the transfer restrictions set forth in this Article V shall be null
and void ab initio and shall vest no rights in any purported transferee and shall not relieve the transferor of any obligations
with respect to the applicable Certificates.


 


Section 5.04       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar, the Trustee and the Certificate Administrator such security or indemnity
as may be required by it to save it harmless, then, in the absence of actual notice that such Certificate has been acquired by
a bona fide purchaser, the Certificate Registrar shall direct the Certificate Administrator to execute, authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of like tenor and interest
in the Trust Fund. In connection with the issuance of any new Certificate under this Section 5.04, the Certificate
Registrar and the Certificate Administrator may require the payment of a sum sufficient to cover any expenses (including the fees
and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant to this Section 5.04
shall constitute complete and indefeasible evidence of ownership in the Trust Fund, as if originally issued, whether or not
the lost, stolen or destroyed Certificate shall be found at any time.


 


Section 5.05       
Persons Deemed Owners. The Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator
and the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered
as the owner of such Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes
whatsoever, and neither the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee, the Certificate Administrator,
the Certificate Registrar, nor any agent of any of them shall be affected by any notice to the contrary; provided, however,
that to the extent that a party to this Agreement responsible for distributing any report, statement or other information required
to be distributed to Certificateholders has been provided an Investor Certification, such party to this Agreement shall distribute
such report, statement or other information to such Certificate Owner (or prospective transferee) under the same circumstances,
and subject to the same conditions, as such report, statement or other information would be provided to a Certificateholder.


 


Section 5.06       
Appointment of Paying Agent. The Certificate Administrator may appoint (and, if it does not so appoint, shall act as) a
paying agent for the purpose of making distributions to Certificateholders pursuant to Section 4.01 of this Agreement.
The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator or the Master Servicer,
to execute and deliver to the Master Servicer and the Certificate Administrator an instrument that is consistent in all material
respects with this Agreement and in which such Paying Agent shall agree with the Master Servicer and the Certificate Administrator
that such Paying Agent will hold all sums held by it for the payment to Certificateholders in trust for the benefit of the Certificateholders
entitled thereto until such sums have been paid to the


 






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Certificateholders
or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator. The Paying Agent
shall at all times be an entity having a long-term unsecured debt rating of at least “A” by DBRS and “BBB+”
from each of S&P and Fitch, or shall be otherwise acceptable to each Rating Agency.


 


Section 5.07       
Access to Certificateholders’ Names and Addresses; Special Notices.


 


(a)         
The Certificate Registrar shall maintain in as current form as is reasonably practicable the most recent list available to it
of the names and addresses of the Certificateholders. If any Certificateholder or Certificate Owner (a “Certifying Certificateholder”)
that has delivered an executed certification as contemplated by Section 5.07(c) reflecting the appropriate information
to the Certificate Administrator at 388 Greenwich Street, New York, New York 10013, Attention: Global Transaction Services –
Benchmark 2019-B15 (i) requests in writing from the Certificate Registrar a list of the names and addresses of Certificateholders,
(ii) states that such Certifying Certificateholder desires to communicate with other Certificateholders and Certificate Owners
with respect to its rights under this Agreement or under the Certificates and (iii) provides a copy of the communication
which Certifying Certificateholder proposes to transmit, then the Certificate Registrar shall, within ten (10) Business Days after
the receipt of such request (a “Communication Request”), furnish such Certifying Certificateholder (at such
Certifying Certificateholder’s sole cost and expense) a list of the names and addresses of the Certificateholders as of
the most recent Record Date as they appear in the Certificate Register. Every Certificateholder, by receiving and holding a Certificate,
agrees that the Certificate Registrar shall not be held accountable by reason of the disclosure of any such information as to
the list of the Certificateholders hereunder, regardless of the source from which information was derived. The Master Servicer,
the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Depositor shall be entitled to
a list of the names and addresses of Certificateholders from time to time upon request therefor.


 


(b)        
The Certificate Administrator shall include in any Form 10-D any written request received in accordance with Section 5.07(a)
prior to the Distribution Date to which the Form 10-D relates (and on or after the Distribution Date preceding such Distribution
Date) from a Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate Owners related
to Certificateholders or Certificate Owners exercising their rights under the terms of this Agreement. Any Form 10-D containing
such disclosure (a “Special Notice”) regarding the request to communicate shall include the following and no
more than the following (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date
the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating
that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners
with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders
or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner.


 






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(c)         
In verifying the identity of any Certificateholder or Certificate Owner in connection with any request to communicate, (i) if
the Certificateholder or Certificate Owner is the holder of record with respect to any Certificate, the Certificate Administrator
shall not require any further verification or (ii) if the Certificateholder or Certificate Owner is not the holder of record
with respect to any Certificate, the Certificate Administrator shall require no more than (x) a written certification from
such Certificateholder or Certificate Owner that it is the beneficial owner of a Certificate and (y) one of the following
documents confirming ownership of such Certificate: a trade confirmation, an account statement, a letter from a broker-dealer
or another document acceptable to the Certificate Administrator that is similar to any of the foregoing documents. The Certificate
Administrator shall not have any obligation to verify the information provided by any Certificateholder or Certificate Owner in
any request to communicate and may rely on such information conclusively. Any Certificateholder or Certificate Owner will be responsible
for its own expenses in making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator.
Any expenses the Certificate Administrator incurs in connection with any request to communicate will be paid by the Trust.


 


Section 5.08       
Actions of Certificateholders.


 


(a)         
Any request, demand, authorization, direction, notice, consent, waiver or other action provided by this Agreement to be given
or taken by Certificateholders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed
by such Certificateholders in person or by agent duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Certificate Administrator and, when
required, to the Depositor, the Master Servicer or the Special Servicer. Proof of execution of any such instrument or of a writing
appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the Trustee, the Certificate
Administrator, the Depositor, the Special Servicer and the Master Servicer, if made in the manner provided in this Section.


 


(b)        
The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Certificate Administrator deems sufficient.


 


(c)        
Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Trustee, the Certificate Administrator, the Depositor, the Special Servicer or the
Master Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)        
The Certificate Administrator or Certificate Registrar may require such additional proof of any matter referred to in this Section 5.08
as it shall deem necessary.


 






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Section 5.09       
Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate
Certificates. The Authenticating Agent must be acceptable to the Depositor and must be an entity organized and doing business
under the laws of the United States of America or any state, having a principal office and place of business in a state and city
acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a
trust business and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall
serve as the initial Authenticating Agent and the Certificate Administrator hereby accepts such appointment.


 


Any
entity into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any entity resulting
from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any entity succeeding to the
corporate agency business of the Authenticating Agent, shall be the Authenticating Agent without the execution or filing of any
paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The
Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the
Certificate Administrator and the Depositor. The Certificate Administrator may at any time terminate the agency of the Authenticating
Agent by giving written notice of termination to the Authenticating Agent and the Depositor. Upon receiving a notice of resignation
or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section 5.09, the Certificate Administrator promptly shall appoint a successor Authenticating Agent,
which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor
Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and
responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor
Authenticating Agent shall be appointed unless eligible under the provisions of this Section 5.09.


 


The
Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate
Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator.
The appointment of an Authenticating Agent shall not relieve the Certificate Administrator from any of its obligations hereunder,
and the Certificate Administrator shall remain responsible for all acts and omissions of the Authenticating Agent.


 


Section 5.10       
Appointment of Custodian. The Certificate Administrator shall be, and shall perform all the duties of, the Custodian hereunder
or may appoint one or more Custodians to hold all or a portion of the Mortgage Files as agent for the Certificate Administrator,
by entering into a Custodial Agreement (in the event the Certificate Administrator is not the Custodian) that is consistent in
all material respects with this Agreement. The Certificate Administrator shall give prompt written notice to the Depositor of
any appointment of a Custodian. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement, to
enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders and Serviced Companion
Loan Holders and to cause any Custodian appointed by the Certificate Administrator to comply with any provision of this Agreement
that purports to require such Custodian to act or


 






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refrain
from acting. Each Custodian shall be a depository institution subject to supervision by federal or state authority, shall have
a combined capital and surplus of at least $15,000,000, shall have a long-term debt rating of at least “A (low)” from
DBRS (or, if not rated by DBRS, an equivalent rating by 2 other NRSROs (which may include S&P, Fitch and Moody’s)) and
“BBB” from each of S&P and Fitch, and shall be qualified to do business in the jurisdiction in which it holds
any Mortgage File. Each Custodial Agreement may be amended only as provided in Section 12.07 of this Agreement. Any
compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. The Certificate Administrator
shall serve as the initial Custodian and shall be deemed appointed as Custodian at all times that no other party is so appointed
in accordance with this Section 5.10. The Custodian, if the Custodian is not the Certificate Administrator, shall
maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced
by this Agreement, with the Certificate Administrator named as loss payee. The Custodian shall be deemed to have complied with
this provision if one of its respective Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the
coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this
Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees
in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization
evidenced by this Agreement, with the Certificate Administrator named as loss payee. All fidelity bonds and policies of errors
and omissions insurance obtained under this Section 5.10 shall be issued by a Qualified Insurer, or by any other insurer
with respect to which the Rating Agencies have provided to the Trustee a Rating Agency Confirmation. The Custodian shall be subject
to the same obligations and standard of care as would be imposed on the Certificate Administrator hereunder in connection with
the retention of Mortgage Files directly by the Certificate Administrator. Upon termination or resignation of any Custodian appointed
by it, the Certificate Administrator may appoint another Custodian meeting the foregoing requirements. The appointment of a Custodian
shall not relieve the Certificate Administrator from any of its obligations hereunder, and the Certificate Administrator shall
remain responsible for all acts and omissions of the Custodian. In the event the Certificate Administrator is the Custodian, the
Custodian may self-insure.


 


Section 5.11       
Maintenance of Office or Agency. The Certificate Registrar shall maintain or cause to be maintained an office or offices
or agency or agencies where Certificates may be surrendered for registration of transfer or exchange and where notices and demands
to or upon the Certificate Registrar in respect of the Certificates and this Agreement may be served. The Certificate Registrar
initially designates its office at 480 Washington Boulevard, 30th Floor, Jersey City, New Jersey 07310, Attention - Securities
Window, as its office for such purposes. The Certificate Registrar shall give prompt written notice to the Certificateholders
of any change in the location of the Certificate Register or any such office or agency.


 


Section 5.12       
Voting Procedures. With respect to any matters submitted to Certificateholders for a vote, the Certificate Administrator
shall administer such vote through the Depository with respect to Global Certificates and directly with registered Holders by
mail with respect to Definitive Certificates. In each case, such vote shall be administered in accordance with


 






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the
following procedures, unless different procedures are otherwise described herein with respect to a specific vote:


 


(a)         
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which, unless otherwise specifically contemplated herein for any particular matter, shall be no less than thirty (30) days
and no later than sixty (60) days after the date such notice is distributed. The notice and related ballot shall be sent
to Holders of Global Certificates through the Depository and by mail to the registered Holders of Definitive Certificates. In
addition, the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in
this manner shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.


 


(b)        
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the
Certificate Administrator in accordance with the definition of Voting Rights as of the record date for the vote. Only Classes
with an outstanding Certificate Balance or Notional Amount, as applicable, greater than zero as of the record date of the vote
shall be permitted to vote. Once a Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline.
Any changes or retractions shall be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot.
After the vote deadline has passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or
retract its vote holds a sufficient portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny
the proposition subject to a vote without taking into consideration the votes cast by any other Holder. Transferees or purchasers
of any Class of Certificates are subject to and shall be bound by all votes of Holders initiated or conducted prior to its
acquisition of such Certificate.


 


(c)         
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.12(a) above. The Certificate
Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution period that corresponds
with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator shall not, absent
manifest error, re-tabulate the votes or conduct a new vote for the same proposition.


 






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(d)        
Unless otherwise specifically provided herein, any and all reasonable expenses incurred by the Certificate Administrator in connection
with administering any vote shall be borne by the Trust. The Certificate Administrator is under no obligation to advise Holders
about the matter being voted on or answer questions other than process-related questions regarding the administration of the vote.


 


(e)         
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.


 


Article
VI



THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, the Operating Advisor, THE Asset Representations Reviewer and the Controlling
Class Representative


 


Section 6.01       
Liability of the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Operating
Advisor. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer
each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement. Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall indemnify the
Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders and
hold the Depositor (and any employee, director or officer of the Depositor), the Trust Fund and the Serviced Companion Loan Holders
harmless against any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’ fees and
expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related to the enforcement of
this indemnity) incurred by such parties (i) as a result of any willful misconduct, bad faith, fraud or negligence in the
performance of duties of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
as the case may be, or by reason of negligent disregard of such Person’s obligations or duties hereunder, or (ii) as
a result of the breach by the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer,
as the case may be, of any of its representations or warranties contained herein. The Depositor shall indemnify the Trust Fund
and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset
Representations Reviewer, and any member, manager, employee, director or officer of the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer and hold the Trust Fund
and the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor and the Asset
Representations Reviewer and any member, manager, employee, director or officer of either the Master Servicer, the Special Servicer,
the Trustee, the Operating Advisor or the Asset Representations Reviewer harmless against any loss, liability or reasonable expense
(including, without limitation, reasonable attorneys’ fees and expenses) incurred by such parties (i) in connection
with any willful misconduct, bad faith, fraud and/or negligence in the performance of duties of the Depositor or by reason of
negligent disregard


 






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of
the Depositor obligations or duties hereunder, or (ii) as a result of the breach by the Depositor of any of its representations
or warranties contained herein.


 


Section 6.02       
Merger or Consolidation of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.
Subject to the following paragraph, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations
Reviewer shall keep in full effect its existence, rights and good standing as a national banking association, a corporation or
a limited liability company, as applicable, under the laws of the state of its organization and shall not jeopardize its ability
to do business in each jurisdiction in which the Mortgaged Properties are located, to the extent necessary to perform its obligations
under this Agreement, or to protect the validity and enforceability of this Agreement, the Certificates or any of the Mortgage
Loans and to perform its respective duties under this Agreement.


 


Each
of the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer may be merged or consolidated
with or into any Person, or transfer all or substantially all of its assets (which may be limited to all or substantially all
of its assets related to commercial mortgage loan servicing or, in the case of the Operating Advisor, may be limited to all or
substantially all of its assets related to acting as a trust advisor or operating advisor for commercial mortgage securitizations)
to any Person, in which case any Person resulting from any merger or consolidation to which it shall be a party, or any Person
succeeding to its business, shall be the successor of the Master Servicer, the Special Servicer, the Operating Advisor or the
Asset Representations Reviewer, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each
of the Rating Agencies has provided a Rating Agency Confirmation; provided that if the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer enters into a merger and the Master Servicer, the Special Servicer,
the Operating Advisor or the Asset Representations Reviewer, as applicable, is the surviving entity under applicable law, then
the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, as applicable, shall not,
as a result of the merger, be required to provide a Rating Agency Confirmation.


 


Section 6.03       
Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer and Others. None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer or any of the directors, members, managers, officers, employees or agents of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund,
the Certificateholders, the Companion Loan Holders or any other Person for any action taken, or for refraining from the taking
of any action, in good faith pursuant to this Agreement, or for errors in judgment. However, none of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or any such Person shall be protected
against any liability which would otherwise be imposed by reason of (i) any breach of warranty or representation by such
respective party in this Agreement or (ii) any willful misconduct, bad faith, fraud or negligence on the part of such respective
party in the performance of its obligations and duties hereunder or by reason of negligent disregard on the part of such respective
party of its obligations or duties hereunder. The Depositor, the Master Servicer, the Special Servicer, the


 






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Operating
Advisor, the Asset Representations Reviewer and any director, member, manager, officer, employee or agent of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by any appropriate Person respecting any matters arising
hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
and any director, member, manager, officer, employee or agent of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor or the Asset Representations Reviewer shall be indemnified and held harmless by the Trust Fund (which indemnification
amounts shall be payable out of the Collection Account or the applicable Loan Combination Custodial Account if and to the extent
with respect to a Serviced Loan Combination and then out of the Collection Account, provided that, to the extent that the
amount relates to a Serviced Loan Combination, is required under the related Co-Lender Agreement to be borne by the holder of
a related Serviced Companion Loan and is paid from the Collection Account because funds on deposit in the applicable Loan Combination
Custodial Account are insufficient to pay such indemnification, then the Master Servicer shall from time to time thereafter use
amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account the amount so paid
from the Collection Account) against any loss, liability, penalty, fine, forfeiture, claim, judgment or expense (including reasonable
legal fees and expenses, which for the avoidance of doubt include reasonable legal fees and expenses related to the enforcement
of this indemnity) incurred in connection with, or relating to, this Agreement or the Certificates, other than any such loss,
liability, penalty, fine, forfeiture, claim, judgment or expense (including any such legal fees and expenses) (i) incurred
by reason of willful misconduct, bad faith, fraud or negligence in the performance of its obligations or duties hereunder or by
reason of negligent disregard of its obligations or duties hereunder, in each case by the Person being indemnified, (ii) with
respect to any such party, resulting from the breach by such party of any of its representations or warranties contained herein,
(iii) specifically required to be borne by the party seeking indemnification without right of reimbursement pursuant to the
terms hereof or (iv) which constitutes an Advance that is otherwise reimbursable hereunder. None of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any obligation to appear
in, prosecute or defend any legal action unless such action is related to its respective duties under this Agreement and in its
opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured, and neither the Operating
Advisor nor the Asset Representations Reviewer may prosecute on behalf of the Trust or in the interests of the Certificateholders
any legal action related to its duties under this Agreement under any circumstances; provided, however, that each
of the Depositor, the Master Servicer and the Special Servicer may in its discretion undertake any such action related to its
obligations hereunder which it may deem necessary or desirable with respect to this Agreement and the rights and duties of the
parties hereto and the interests of the Certificateholders hereunder. In such event, the reasonable legal expenses and costs of
such action and any liability resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (payable out of the
Collection Account or the applicable Loan Combination Custodial Account if and to the extent with respect to a Serviced Loan Combination
and then out of the Collection Account, provided that to the extent that the amount relates to a Serviced Loan Combination, is
required under the related Co-Lender Agreement to be borne by the holder of a related Serviced Companion Loan and is paid from
the Collection Account because funds on deposit in the applicable Loan Combination Custodial Account are insufficient to pay such
indemnification, then the Master Servicer shall from time to


 






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time
thereafter use amounts otherwise payable to the holder of such Serviced Companion Loan to deposit into the Collection Account
the amount so paid from the Collection Account), and the Depositor, the Master Servicer and the Special Servicer shall be entitled
to be reimbursed therefor from the Collection Account or the applicable Loan Combination Custodial Account, as applicable, as
provided in Section 3.06 and Section 3.06A of this Agreement.


 


Each
of the related Outside Servicer, the related Outside Special Servicer or the related Outside Trustee, as applicable, shall be
entitled to reimbursement out of general collections in the Collection Account for the Trust’s pro rata share of
any fees, costs or expenses incurred in connection with the servicing and administration of an Outside Serviced Loan Combination
as to which the securitization trust created under the applicable Outside Servicing Agreement or any of the parties thereto are
entitled to be reimbursed pursuant to the terms of the applicable Outside Servicing Agreement and the related Co-Lender Agreement
(to the extent amounts on deposit in the related “Serviced Whole Loan Custodial Account” or “Loan Combination
Custodial Account” (as each such term or any analogous term is defined in the applicable Outside Servicing Agreement) are
insufficient for reimbursement of such amounts).


 


Section 6.04       
Limitation on Resignation of the Master Servicer, the Special Servicer or the Operating Advisor.


 


(a)         
Each of the Master Servicer and the Special Servicer may resign, assign its respective rights and delegate its respective
duties and obligations under this Agreement by giving written notice thereof to the other such party, the Trustee, the Certificate
Administrator (who shall post such notice to the Certificate Administrator’s Website for review by Privileged Persons in
accordance with Section 4.02(a)), the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Serviced
Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider; provided, however, that the Special Servicer may
not delegate any of its servicing obligations and duties to any Sub-Servicer; and provided, further, that, with
respect to any of the Master Servicer or the Special Servicer: (i) the successor accepting such assignment and delegation
(A) shall be an established mortgage finance entity, bank or other entity regularly engaged in the servicing of commercial
mortgage loans, organized and doing business under the laws of any state of the United States, the District of Columbia or the
United States, authorized under such laws to perform the duties of a servicer of mortgage loans or a Person resulting from a merger,
consolidation or succession that is permitted under Section 6.02 of this Agreement and, in the case of a Serviced
Loan Combination, under the related Co-Lender Agreement and (B) shall execute and deliver to the Trustee and the Certificate
Administrator an agreement which contains an assumption by such Person of the due and punctual performance and observance of each
covenant and condition to be performed or observed by the Master Servicer or the Special Servicer, as the case may be, under this
Agreement from and after the date of such agreement; (ii) each Rating Agency has delivered to the Trustee a Rating Agency
Confirmation; (iii) the Master Servicer or the Special Servicer shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under this Section 6.04; (iv) the rate
at which the Servicing Fee or Special Servicing Compensation, as applicable (or any component thereof) is calculated shall
not exceed the rate then in effect; (v) for so


 






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long
as no Control Termination Event has occurred and is continuing, the successor Special Servicer is acceptable to the Controlling
Class Representative (and, if a Serviced Outside Controlled Loan Combination is affected, the successor Special Servicer
is acceptable to the related Outside Controlling Note Holder); (vi) the resigning Master Servicer or Special Servicer, as
applicable, shall be responsible for the reasonable costs and expenses of each other party hereto, the Trust and the Rating Agencies
in connection with such transfer; (vii) none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates
shall in any event be appointed as successor Master Servicer or Special Servicer; and (viii) none of the Third Party Purchaser
or any of their respective Risk Retention Affiliates shall in any event be appointed as successor Master Servicer. Upon acceptance
of such assignment and delegation, the purchaser or transferee shall be the successor Master Servicer or Special Servicer, as
applicable, hereunder.


 


(b)        
Except as otherwise provided in Section 3.34, this Section 6.04 and Section 6.08(j), the Master
Servicer and the Special Servicer shall not resign from their respective obligations and duties hereby imposed on them except
upon determination that such duties hereunder are no longer permissible under applicable law; provided that, on and after
the time the Trustee receives notice of resignation by the Master Servicer or the Special Servicer upon determination that such
duties hereunder are no longer permissible under applicable law, the Trustee (solely with respect to the Master Servicer or the
Special Servicer) shall, subject to the terms and provisions of Section 7.02 of this Agreement as if the resigning
party was a Terminated Party, be its successor in all respects in its capacity as Master Servicer or Special Servicer, as applicable,
as though the Master Servicer or the Special Servicer, as the case may be, had received a notice of termination. Any such determination
permitting the resignation of the Master Servicer or the Special Servicer, as applicable, shall be evidenced by an Opinion of
Counsel (obtained at the resigning Master Servicer’s or Special Servicer’s expense) to such effect delivered to the
Trustee and the Certificate Administrator.


 


Except
as provided in the immediately preceding paragraph, no resignation or removal of the Master Servicer, the Special Servicer as
contemplated herein shall become effective until the Trustee (solely with respect to the Master Servicer or the Special Servicer)
or a successor Master Servicer, Special Servicer shall have assumed the Master Servicer’s or the Special Servicer’s,
as applicable, responsibilities, duties, liabilities and obligations hereunder. Notwithstanding anything to the contrary herein,
none of the Operating Advisor, the Asset Representations Reviewer nor any of their Affiliates may be appointed as successor Master
Servicer or Special Servicer. If no successor Master Servicer or Special Servicer can be obtained to perform such obligations
for the same compensation to which the terminated Master Servicer or Special Servicer would have been entitled, additional amounts
payable to such successor Master Servicer or Special Servicer shall be payable out of the Trust; provided that, for so
long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative
prior to the appointment of a successor Master Servicer, Special Servicer or Operating Advisor at a servicing or operating advisor
compensation in excess of that permitted to the terminated Master Servicer, Special Servicer or Operating Advisor, as applicable.


 


If
the Trustee or an Affiliate acts pursuant to this Section 6.04 as successor to the resigning Master Servicer, it may
reduce the Excess Servicing Fee Rate to the extent that the


 






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Trustee’s
or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation.
If the Trustee elects to appoint a successor to the resigning Master Servicer other than itself or an Affiliate pursuant to this
Section 6.04, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion
of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 6.04.


 


(c)         
The Operating Advisor may resign from its obligations and duties under this Agreement (a) upon thirty (30) days’
prior written notice to the parties to this Agreement, any applicable Directing Holder and any applicable Consulting Parties and
(b) upon the appointment of, and the acceptance of such appointment by, a successor operating advisor that is an Eligible
Operating Advisor and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. Except as provided in Section 6.04(d),
no such resignation by the Operating Advisor shall become effective until a replacement Operating Advisor shall have assumed the
resigning Operating Advisor’s responsibilities and obligations under this Agreement. The successor entity assuming the obligations
of the Operating Advisor under this Agreement shall be entitled to the compensation to which the Operating Advisor would have
been entitled hereunder after the date of assumption of such obligations. If no successor Operating Advisor can be obtained to
perform such obligations for such compensation, additional amounts payable to such successor Operating Advisor shall be payable
out of the Trust; provided that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee
shall consult with the Controlling Class Representative prior to the appointment of a successor Operating Advisor at an operating
advisor compensation in excess of that permitted to the terminated Operating Advisor. If no successor Operating Advisor has been
appointed and accepted such appointment within 60 days after the resigning Operating Advisor’s giving of notice of
resignation, the resigning Operating Advisor may petition any court of competent jurisdiction for appointment of a successor.
The resigning Operating Advisor shall pay all costs and expenses associated with its resignation and the transfer of its duties
(including costs and expenses incurred by each other party hereto, the Trust and the Rating Agencies) pursuant to this Section 6.04.


 


(d)         
In addition, in the event that, at any time following the end of the RR Interest Transfer Restriction Period for each of the HRR
Interest and the VRR Interest, and there are no Classes of Certificates outstanding other than the Control Eligible Certificates,
the Class X-F Certificates, the VRR Interest and the Class R Certificates, then all of the rights and obligations of the
Operating Advisor under this Agreement shall terminate without payment of any penalty or termination fee (other than any rights
or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued and owing
to it under this Agreement) and other than indemnification rights arising out of events occurring prior to such termination).
If the Operating Advisor is terminated pursuant to the foregoing sentence, then no replacement Operating Advisor shall be appointed.


 


Section 6.05       
Rights of the Depositor, the Trustee and the Certificate Administrator in Respect of the Master Servicer and Special Servicer.
The Master Servicer and the Special Servicer shall afford the Depositor, the Trustee, the Certificate Administrator and,


 






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subject
to Section 12.13 of this Agreement, each Rating Agency, upon reasonable notice, during normal business hours access
to all records maintained by it in respect of its rights and obligations hereunder and access to its officers responsible for
such obligations, if reasonably related to the performance of the obligations of such Person under this Agreement. Upon request,
if reasonably related to the performance of the obligations of such Person under this Agreement, the Master Servicer and the Special
Servicer shall furnish to the Depositor, each of the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer,
the Trustee and the Certificate Administrator its most recent publicly available annual financial statements or those of its public
parent. The Depositor is not obligated to monitor or supervise the performance of the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator or the Trustee under this Agreement. The
Depositor may, but is not obligated to, enforce the obligations of the Master Servicer or the Special Servicer hereunder which
are in default and may, but is not obligated to, perform, or cause a designee to perform, any defaulted obligation of such Person
hereunder or exercise its rights hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved
of any of its obligations hereunder by virtue of such performance by the Depositor or its designee. In the event the Depositor
or its designee undertakes any such action it will be reimbursed by the Trust Fund from the Collection Account as provided in
Section 3.06 and Section 6.03 of this Agreement to the extent not recoverable from the Master Servicer
or the Special Servicer, as applicable. None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer
(with respect to the Special Servicer) or the Special Servicer (with respect to the Master Servicer) shall have any responsibility
or liability for any action or failure to act by the Master Servicer or the Special Servicer, and no such Person is obligated
to monitor or supervise the performance of the Master Servicer or the Special Servicer under this Agreement or otherwise. Neither
the Master Servicer nor the Special Servicer shall have any responsibility or liability for any action or failure to act by the
Depositor, the Trustee or the Certificate Administrator and neither such Person is obligated to monitor or supervise the performance
of the Depositor, the Trustee or the Certificate Administrator under this Agreement or otherwise.


 


Each
of the Trustee, the Certificate Administrator, the Depositor, the Master Servicer, and the Special Servicer shall furnish such
reports, certifications and information as are reasonably requested by the Trustee, the Certificate Administrator, the Depositor,
the Master Servicer or the Special Servicer, as applicable, in order to enable such requesting party to perform its duties hereunder,
provided that for the avoidance of doubt, this shall not require any Person to prepare any reports, Certificates and information
not required to be prepared hereunder.


 


Neither
the Master Servicer nor the Special Servicer shall be under any obligation to disclose confidential or proprietary information
pursuant to this Section.


 


Section 6.06       
Master Servicer, Special Servicer as Owner of a Certificate. The Master Servicer or an Affiliate of the Master Servicer
or the Special Servicer or an Affiliate of the Special Servicer may become the Holder (or with respect to a Global Certificate,
Certificate Owner) of any Certificate with the same rights it would have if it were not the Master Servicer or the Special Servicer
or an Affiliate thereof, except as otherwise expressly provided herein. If, at any time during which the Master Servicer or the
Special Servicer or an Affiliate of the Master Servicer or the Special Servicer is the Holder or Certificate Owner of any Certificate,
the Master Servicer or the Special Servicer proposes to take action (including for this purpose, omitting to


 






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take
action) that (i) is not expressly prohibited by the terms hereof and would not, in the Master Servicer’s or the
Special Servicer’s good faith judgment, violate the Servicing Standard, and (ii) if taken, might nonetheless, in the
Master Servicer’s or the Special Servicer’s good faith judgment, be considered by other Persons to violate the Servicing
Standard, the Master Servicer or the Special Servicer may seek the approval of the Certificateholders and any affected Serviced
Companion Loan Holder to such action by delivering to the Trustee and the Certificate Administrator a written notice that (i) states
that it is delivered pursuant to this Section 6.06, (ii) identifies the Percentage Interest in each Class of
Certificates beneficially owned by the Master Servicer or the Special Servicer or an Affiliate of the Master Servicer or the Special
Servicer, and (iii) describes in reasonable detail the action that the Master Servicer or the Special Servicer proposes to
take. The Certificate Administrator, upon receipt of such notice, shall forward it to the Certificateholders (other than the Master
Servicer and its Affiliates or the Special Servicer and its Affiliates, as appropriate) together with such instructions for response
as the Certificate Administrator shall reasonably determine. If at any time Certificateholders holding greater than 50% of the
Voting Rights of all Certificateholders (calculated without regard to the Certificates beneficially owned by the Master Servicer
or its Affiliates or the Special Servicer or its Affiliates) and any affected Serviced Companion Loan Holder shall have consented
in writing to the proposal described in the written notice, and if the Master Servicer or the Special Servicer shall act as proposed
in the written notice, such action shall be deemed to comply with the Servicing Standard. The Certificate Administrator shall
be entitled to reimbursement from the Master Servicer or the Special Servicer, as applicable, of the reasonable expenses of the
Certificate Administrator incurred pursuant to this paragraph. It is not the intent of the foregoing provision that the Master
Servicer or the Special Servicer be permitted to invoke the procedure set forth herein with respect to routine servicing matters
arising hereunder, except in the case of unusual circumstances.


 


Section 6.07       
Rating Agency Fees. The Depositor shall pay (or cause to be paid) the annual fees of each Rating Agency including, but
not limited to, surveillance fees.


 


Section 6.08       
Termination of the Special Servicer.


 


(a)         
(i) The applicable Directing Holder shall be entitled to terminate the rights (subject to Section 3.12, Section 6.03,
Section 6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this
Agreement with respect to the applicable Serviced Loans or Serviced Loan Combination, with or without cause, upon ten (10) Business
Days’ notice to the applicable Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and,
in the case of a termination of the Special Servicer with respect to a Serviced Loan Combination, the related Companion Loan Holder(s).


 


Upon
a termination (pursuant to the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b)
of this Agreement) of the Special Servicer with respect to the applicable Serviced Loans or Serviced Loan Combination, the
applicable Directing Holder shall appoint a successor Special Servicer with respect to the applicable Serviced Loans or the related
Serviced Loan Combination, as the case may be; provided, however, that (A) such successor shall meet the requirements
set forth in Section 7.02 of this Agreement, (B) the applicable Directing Holder shall (at no expense to the Trust)
obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation from each Rating Agency with


 






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respect
to such proposed successor acting as a Special Servicer and (C) in the case of the appointment of a successor Special Servicer
with respect to a Serviced Loan Combination, the applicable Directing Holder shall (at no expense to the Trust or any related
Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for each related Other
Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation
with respect to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan.


 


(ii)     
The procedures for removing the Special Servicer (other than with respect to any Serviced Outside Controlled Loan Combination)
if a Control Termination Event has occurred and is continuing shall be as follows: Upon (A) the written direction of Holders
of Certificates evidencing not less than 25% of the Voting Rights of the Certificates requesting a vote to terminate and replace
the Special Servicer (with respect to all of the Serviced Loans other than any Serviced Outside Controlled Loan Combination) with
a proposed successor Special Servicer, (B) payment by such Holders to the Certificate Administrator of the reasonable fees
and expenses to be incurred by the Certificate Administrator in connection with administering such vote and (C) delivery
by such Holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency with
respect to the termination of the existing Special Servicer and the replacement thereof with the proposed successor (with the
reasonable fees and out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmation to be an expense
of such Holders), the Certificate Administrator shall promptly provide written notice of the requested vote to all Certificateholders
by posting such notice on its internet website and by mailing at their addresses appearing in the Certificate Register. Upon the
affirmative vote of (a) the Holders of Certificates evidencing at least 66 2/3% of the Voting Rights allocable to the Certificates
of those Holders that voted on such matter (provided that Holders representing the applicable Certificateholder Quorum
vote on the matter) or (b) the Holders of Non-Reduced Certificates evidencing more than 50% of the Voting Rights allocable
to each Class of Non-Reduced Certificates, the Trustee shall terminate all of the rights (subject to Section 3.12,
Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this
Agreement with respect to the applicable Serviced Loans (other than any Serviced Outside Controlled Loan Combination) and appoint
the proposed successor Special Servicer, and the proposed successor Special Servicer shall succeed to the duties of the Special
Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination) all as if a removal
and replacement were occurring pursuant to Section 7.01 and Section 7.02 of this Agreement; provided
that if such affirmative vote is not achieved within 180 days of the initial request for a vote to terminate and replace
the Special Servicer, then such vote shall have no force and effect. The provisions set forth in the foregoing sentences of this
paragraph shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between each other.
The Special Servicer shall not have any cause of action based upon or arising from any breach or alleged breach of such provisions.
As between the Special Servicer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled
in their


 






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sole
discretion to vote for the termination or not vote for the termination of the Special Servicer. The Certificate Administrator
shall include on each Distribution Date Statement a statement that each Certificateholder and beneficial owner of Certificates
may access such notices on the Certificate Administrator’s Website and each Certificateholder and beneficial owner of Certificates
may register to receive email notifications when such notices are posted on the website. Any such appointment of a successor Special
Servicer with respect to the Serviced Loans (other than any Serviced Outside Controlled Loan Combination) based on a Certificateholder
vote shall be subject to the receipt of a Rating Agency Confirmation. The Certificate Administrator shall be entitled to reimbursement
from the requesting Certificateholders for the reasonable expenses of posting notices of such requests.


 


(b)          
(i)         With respect to Serviced Loans, if the Operating Advisor determines, in
its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and
(2) a replacement of the Special Servicer would be in the best interest of the Certificateholders (as a collective whole), the
Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer, a written
recommendation in the form of Exhibit T attached hereto (which form may be modified or supplemented from time to time
to cure any ambiguity or error or to incorporate any additional information, subject to compliance of such form with the terms
and provisions of this Agreement, provided that in no event shall the information or any other content included in such
written recommendation contravene any provision of this Agreement) detailing the reasons supporting its position (along with relevant
information justifying its recommendation), recommending a replacement special servicer with respect to the Serviced Loans, meeting
the applicable requirements of this Agreement, which recommended special servicer has agreed to succeed the then-current Special
Servicer if appointed in accordance herewith, and requesting a vote on whether the existing Special Servicer should be replaced.
In any such event, the Certificate Administrator shall promptly post a copy of such recommendation on the Certificate Administrator’s
Website and by mail send notice of such recommendation to all Certificateholders, asking them to vote whether they wish to remove
the Special Servicer with respect to the Serviced Loans. Upon (A) the affirmative vote of the Holders of Certificates evidencing
at least a majority of the aggregate outstanding principal balance of the Certificates of those Holders that voted on the matter
(provided that Holders representing the applicable Certificateholder Quorum vote on the matter within 180 days of
the initial request for a vote (which, for the avoidance of doubt, is the date on the which the aforementioned notice was mailed
to the Certificateholders)) and (B) receipt of Rating Agency Confirmation from each Rating Agency by the Certificate Administrator
following satisfaction of the foregoing clause (A), the Trustee shall (x) terminate all of the rights (subject to Section 3.12,
Section 6.03 and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this
Agreement with respect to the Serviced Loans, (y) appoint the recommended successor Special Servicer and (z) promptly notify
such outgoing Special Servicer of the effective date of such termination. The reasonable fees and out-of-pocket costs and expenses
associated with obtaining such Rating Agency Confirmation and administering such vote shall be an Additional Trust Fund Expense
payable out of collections on the Mortgage Loans. If such affirmative vote of the Holders of the required Certificates contemplated


 






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by
clause (A) of the second preceding sentence is not achieved within 180 days of the initial request for such vote (which,
for the avoidance of doubt, is the date on the which the aforementioned notice was mailed to the Certificateholders), then the
Trustee shall have no obligation to remove the Special Servicer and such recommendation shall lapse and have no force or effect.
Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to
the obligations of the Special Servicer under this Agreement with respect to the Serviced Loans, and to act as the Special Servicer’s
successor hereunder.


 


(ii)          
No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 6.08(b).
If any Special Servicer is terminated pursuant to this Section 6.08(b), then (notwithstanding anything herein to the
contrary) the terminated party may not subsequently be re-appointed as the Special Servicer hereunder pursuant to any other subsection
of this Section 6.08, any other section of this Agreement or any Co-Lender Agreement.


 


(c)        
In no event may a successor Special Servicer be a current or former Operating Advisor or Asset Representations Reviewer or any
Affiliate (including any Risk Retention Affiliate) of such current or former Operating Advisor or Asset Representations Reviewer.
Further, such successor must be a Person that (i) satisfies all of the eligibility requirements applicable to special servicers
contained in this Agreement and, in the case of a Serviced Loan Combination, in the related Co-Lender Agreement, (ii) is
not obligated or allowed to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect
of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation
by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iii) is not entitled to waive
any compensation from the Operating Advisor and (iv) is not entitled to receive any fee from the Operating Advisor for its
appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders.


 


(d)        
The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective
obligations to make Advances as set forth herein; provided, however, the initial Special Servicer specified in Section 3.21(a)
of this Agreement shall not be liable for any actions or any inaction of such successor Special Servicer. Any termination
fee payable to the terminated Special Servicer and any costs incurred by the Trust or the terminated Special Servicer in connection
with the replacement of a Special Servicer shall be paid by the Controlling Class Representative, the Certificateholders
or the Serviced Companion Loan Holder so terminating the Special Servicer and shall not in any event be an expense of the Trust
Fund.


 


(e)         No
termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until (i) the successor
Special Servicer shall have executed and delivered to the Trustee and the Certificate Administrator an agreement which contains
an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed
or observed by the Special Servicer under this Agreement from and after the date of such agreement, (ii) the Depositor


 






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and,
if applicable, each related Other Depositor shall have received the written notice and information with respect to the successor
Special Servicer as set forth in Section 10.02(a) and (iii) subject to Section 12.13 of this Agreement,
each Rating Agency has delivered to the Trustee and the Certificate Administrator a Rating Agency Confirmation and, if required
pursuant to Section 6.08(a), each Companion Loan Rating Agency has delivered to the Trustee and the Certificate Administrator
and their respective counterparts with respect to the Other Securitization Trust a Companion Loan Rating Agency Confirmation,
in each case with respect to such termination and appointment of a successor.


 


(f)          Any
successor Special Servicer shall be deemed to make the representations and warranties provided for in Section 2.07(a)
of this Agreement mutatis mutandis as of the date of its succession.


 


(g)         In
the event that the Special Servicer is terminated pursuant to this Section 6.08, the Trustee shall, by notice in writing
to the Special Servicer, terminate all of its rights and obligations under this Agreement and in and to the applicable Mortgage
Loan(s) and/or Serviced Loan Combinations and the proceeds thereof, other than any rights the Special Servicer may have hereunder
as a Certificateholder and any rights or obligations that accrued prior to the date of such termination (including, without limitation,
the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Advance Rate on such amounts
until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date
of such termination and the right to the benefits of Section 6.03 of this Agreement and the right to receive ongoing
Workout Fees in accordance with the terms hereof).


 


(h)         If
(1) a replacement special servicer is appointed with respect to any other Serviced Loan Combination or any related REO
Property in accordance with Article VII or this Section 6.08 or (2) an Excluded Mortgage Loan Special
Servicer is appointed with respect to an Excluded Special Servicer Mortgage Loan, there may be additional parties acting as
Special Servicer hereunder. Accordingly, unless the context clearly requires otherwise: (i) when used in the context of
imposing duties and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the term
“Special Servicer” shall mean (A) the applicable Loan Combination Special Servicer, insofar as such duties and
obligations relate to the subject Serviced Loan Combination or any related REO Property, (B) the applicable Excluded Mortgage
Loan Special Servicer, insofar as such duties and obligations relate to the subject Excluded Special Servicer Mortgage Loan
or any related REO Property and (C) the General Special Servicer, in all other cases (provided, that in Section 3.15
and Article VII of this Agreement, the term “Special Servicer” shall mean each of the Loan
Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any) and the General Special Servicer);
(ii) when used in the context of identifying the recipient of any information, funds, documents, instruments and/or
other items, the term “Special Servicer” shall mean (A) the applicable Loan Combination Special Servicer,
insofar as such information, funds, documents, instruments and/or other items relate to the subject Serviced Loan Combination
or any related REO Property, (B) the applicable Excluded Mortgage Loan Special Servicer, insofar as such information,
funds, documents, instruments and/or other items relate to the subject Excluded Special Servicer Mortgage Loan or any related
REO Property and (C) the




 






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General
Special Servicer, in all other cases; (iii) when used in the context of granting the Special Servicer the right to purchase
all of the Mortgage Loans and all other property held by the Trust Fund pursuant to Section 9.01 of this Agreement,
the term “Special Servicer” shall mean the General Special Servicer only; (iv) when used in the context of the
Special Servicer being replaced pursuant to this Section 6.08 by the applicable Directing Holder or the applicable
Certificateholders, the term “Special Servicer” shall mean the General Special Servicer, the applicable Loan Combination
Special Servicer or the applicable Excluded Mortgage Loan Special Servicer, as applicable; (v) when used in the context of granting
the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special
Servicer” shall mean each of the Loan Combination Special Servicers, the Excluded Mortgage Loan Special Servicers (if any)
and the General Special Servicer; and (vi) when used in the context of requiring indemnification from, imposing liability on,
or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or
for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard
of such duties and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special
Servicer” shall mean the applicable Loan Combination Special Servicer, the applicable Excluded Mortgage Loan Special Servicer
or the General Special Servicer, as applicable.


 


(i)         
References in this Agreement to “General Special Servicer” mean the Person performing the duties and obligations of
special servicer with respect to the Mortgage Pool (exclusive of (A) any Serviced Loan Combination or related REO Property as
to which a different Loan Combination Special Servicer has been appointed with respect thereto and (B) any Excluded Special
Servicer Mortgage Loan or any related REO Property as to which an Excluded Mortgage Loan Special Servicer has been appointed with
respect thereto).


 


(j)         
Notwithstanding anything to the contrary contained in this Section 6.08, if the Special Servicer obtains knowledge
that it is, or has become, a Borrower Party with respect to any Mortgage Loan or Loan Combination, then the Special Servicer shall
resign in such capacity with respect to such Excluded Special Servicer Mortgage Loan. The applicable Directing Holder shall appoint
(and replace with or without cause) the Excluded Mortgage Loan Special Servicer, as successor to the resigning Special Servicer,
for the related Excluded Special Servicer Mortgage Loan in accordance with this Agreement.


 


If
there is no applicable Directing Holder entitled to appoint an Excluded Mortgage Loan Special Servicer for an Excluded Special
Servicer Mortgage Loan (or if there is an applicable Directing Holder so entitled but it has not appointed a replacement special
servicer for the related Excluded Special Servicer Mortgage within 30 days), then the Certificate Administrator shall provide
written notice to the resigning Special Servicer that such Excluded Mortgage Loan Special Servicer has not been appointed and
such resigning Special Servicer shall use reasonable efforts to appoint such Excluded Mortgage Loan Special Servicer. In the event
that the resigning Special Servicer is required to appoint an Excluded Mortgage Loan Special Servicer, the resigning Special Servicer
shall not have any liability for the actions or inactions of the newly appointed Excluded Mortgage Loan Special Servicer or with
respect to the identity of the applicable Excluded Mortgage Loan Special Servicer (so long as, on the date of appointment, the
appointment of such


 






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Excluded
Special Servicer meets the criteria set forth in this Agreement).It shall be a condition to the appointment of any such Excluded
Special Servicer that (i) such Excluded Special Servicer has delivered a Rating Agency Confirmation with respect such appointment
to the Certificate Administrator and the Trustee and, if the related Excluded Special Servicer Mortgage Loan is part of a Serviced
Loan Combination, a Companion Loan Rating Agency Confirmation with respect to such appointment to the certificate administrator
(if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee),
(ii) such Excluded Special Servicer satisfies all of the eligibility requirements applicable to the Special Servicer set
forth in this Agreement and (iii) such Excluded Special Servicer delivers to the Depositor (and the Certificate Administrator)
and any applicable Other Depositor (and any applicable Other Exchange Act Reporting Party), the information, if any, required
under Item 6.02 of Form 8-K pursuant to the Exchange Act regarding itself in its role as Excluded Special Servicer.


 


If
at any time the Person that had acted as the Special Servicer for any Mortgage Loan or Loan Combination prior to such Mortgage
Loan or Loan Combination, as the case may be, becoming an Excluded Special Servicer Mortgage Loan is no longer a Borrower Party
(including, without limitation, as a result of the related Mortgaged Property becoming REO Property or an assumption of the Excluded
Special Servicer Mortgage Loan) with respect to such Mortgage Loan or Loan Combination, as the case may be, (1) the related Excluded
Mortgage Loan Special Servicer shall resign, (2) such Mortgage Loan or Loan Combination, as the case may be, shall no longer be
an Excluded Special Servicer Mortgage Loan, (3) such original Special Servicer shall become the Special Servicer again for such
Mortgage Loan or Loan Combination, as the case may be, and (4) such original Special Servicer shall be entitled to all Special
Servicing Compensation and Additional Special Servicing Compensation with respect to such Mortgage Loan or Loan Combination, as
the case may be, earned during such time on and after such Mortgage Loan or Loan Combination, as the case may be, is no longer
an Excluded Special Servicer Mortgage Loan.


 


The
Excluded Mortgage Loan Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded
Special Servicer Mortgage Loan and will be entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to such Excluded Special Servicer Mortgage Loan earned after its appointment as the Excluded Mortgage Loan Special
Servicer and during such time as the related Mortgage Loan or Loan Combination is an Excluded Special Servicer Mortgage Loan (provided
that the Special Servicer shall remain entitled to all Special Servicing Compensation and Additional Special Servicing Compensation
with respect to the Mortgage Loans and Serviced Loan Combinations that are not Excluded Special Servicer Mortgage Loans during
such time).


 


Notwithstanding
anything to the contrary in this Section 6.08(j), in the case of any Serviced Outside Controlled Loan Combination,
the related Outside Controlling Note Holder will have the right to appoint an Excluded Mortgage Loan Special Servicer.


 


(k)        
If a Servicing Officer of the Master Servicer, a related Excluded Mortgage Loan Special Servicer, or the Special Servicer, as
applicable, has actual knowledge that a Mortgage Loan is no longer an Excluded Mortgage Loan, an Excluded Controlling Class Mortgage
Loan or an Excluded Special Servicer Mortgage Loan, as applicable, the Master Servicer, the related Excluded Mortgage Loan Special
Servicer or Special Servicer,


 






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as
applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.


 


Section 6.09       
The Directing Holder, the Controlling Class Representative and the Risk Retention Consultation Parties.


 


(a)         
The related Directing Holder (but in the case of an Outside Controlling Note Holder, only to the extent provided in the related
Co-Lender Agreement) shall be entitled: (1) with respect to the applicable Serviced Loan(s) that are Specially Serviced Loan(s),
to advise the Special Servicer as to all Major Decisions; (2) with respect to the applicable Serviced Loan(s) that are Performing
Serviced Loan(s), to advise the Special Servicer as to all Major Decisions; and (3) in the case of the Controlling Class Representative,
with respect to any Outside Serviced Mortgage Loan, to exercise consultation and, to the extent provided in Section 3.01(i),
consent rights (if any) and attend annual meetings with the related Outside Servicer and the related Outside Special Servicer,
in each case, to the extent the holder of such Outside Serviced Mortgage Loan is entitled to such rights pursuant to the related
Co-Lender Agreement.


 


In
addition, except as set forth in, and in any event subject to, Section 6.09(b) and the subsequent paragraphs of this
Section 6.09(a), (1) the Master Servicer shall not be permitted to take any of the actions constituting a Major
Decision unless the Master Servicer and the Special Servicer mutually agree that the Master Servicer shall take such action, subject
to the consent of the Special Servicer, who shall have 15 Business Days (or 60 days with respect to the determination of
an Acceptable Insurance Default) (from the date that the Special Servicer receives the information from the Master Servicer) to
analyze and make a recommendation regarding such Major Decision (provided that if the Special Servicer does not consent,
or notify the Master Servicer that it will not consent, to such Major Decision within the required 15 Business Days or 60 days,
as applicable, the Special Servicer shall be deemed to have consented to such Major Decision), and (2) the Special
Servicer shall not be permitted to take, or to consent to the Master Servicer’s taking, any of the actions constituting
a Major Decision as to which the related Directing Holder has objected in writing within ten (10) Business Days (or in the case
of a determination of an Acceptable Insurance Default, twenty (20) days (or, in the case of a Serviced Outside Controlled
Loan Combination, such other period contemplated by the related Co-Lender Agreement)) after receipt of the related Major Decision
Reporting Package from the Special Servicer (provided that if such written objection has not been received by the Special
Servicer within such ten (10) Business Day period or twenty (20) day period (or, in the case of a Serviced Outside Controlled
Loan Combination, such other period contemplated by the related Co-Lender Agreement), as applicable, then the related Directing
Holder will be deemed to have approved such action and).


 


Furthermore,
any applicable Directing Holder (but in the case of an Outside Controlling Note Holder, only to the extent provided in the related
Co-Lender Agreement) may direct the Special Servicer to take, or to refrain from taking, such other actions with respect to any
Serviced Loan as such party may reasonably deem advisable or as to which provision is otherwise made herein.


 


The
Special Servicer shall consult (on a non-binding basis) with any applicable Consulting Parties in connection with any Major Decision
with respect to a Serviced Mortgage


 






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Loan
or Serviced Loan Combination and consider alternative actions recommended by each such Consulting Party, but, in the case of the
Controlling Class Representative, only to the extent such consultation with, or consent of, the Controlling Class Representative
would have been required prior to the occurrence and continuance of such Control Termination Event and, in the case of a Risk
Retention Consultation Party, only under the circumstances contemplated in the third following paragraph. The Special Servicer
shall provide all information reasonably requested by any applicable Consulting Party and in the Special Servicer’s possession
that is necessary in order for such Consulting Party to exercise its respective consultation rights set forth in the first sentence
of this paragraph.


 


Each
Consulting Party shall have consultation rights with respect to such Mortgage Loans and/or Serviced Loan Combinations and at such
times and/or under such circumstances as contemplated by the definition of “Consulting Party.”


 


With
respect to each Major Decision regarding a Serviced Loan as to which a Directing Holder has consent rights (or the Controlling
Class Representative as a Consulting Party has consultation rights) pursuant to this Section 6.09, the Special Servicer
shall provide the related Major Decision Reporting Package to such Directing Holder (or the Controlling Class Representative as
a Consulting Party), simultaneously with the Special Servicer’s request for such party’s consent or input regarding
the related Major Decision. The Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor:
(i) as to Specially Serviced Loans, prior to the occurrence and continuance of a Control Termination Event and an Operating Advisor
Consultation Trigger Event, promptly after the Special Servicer receives the Directing Holder’s approval or deemed approval
of such Major Decision Reporting Package; and (ii) as to all Serviced Loans, following the occurrence and continuance of an Operating
Advisor Consultation Trigger Event (whether or not a Control Termination Event is continuing), simultaneously with the Special
Servicer’s written request for the Operating Advisor’s input regarding the related Major Decision. With respect to
any particular Major Decision and related Major Decision Reporting Package provided to the Operating Advisor pursuant to this
Section 6.09(a), the Special Servicer shall make available to the Operating Advisor one or more Servicing Officers
with relevant knowledge regarding the applicable Mortgage Loan and such Major Decision in order to address reasonable questions
that the Operating Advisor may have relating to, among other things, such Major Decision and potential conflicts of interest with
respect to such Major Decision.


 


In
addition, (i) for so long as no Consultation Termination Event is continuing, with respect to any Specially Serviced Loan (other
than any Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation
Party), and (ii) during the continuance of a Consultation Termination Event, with respect to any Mortgage Loan (other than any
Outside Serviced Mortgage Loan or any Excluded RRCP Mortgage Loan with respect to the applicable Risk Retention Consultation Party),
in each case upon request of a Risk Retention Consultation Party, the 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


 






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that
in the event the Special Servicer receives no response from a Risk Retention Consultation Party within 10 days following
the Special Servicer’s delivery of the related Major Decision Reporting Package, the Special Servicer 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 Special Servicer from using reasonable efforts to consult
with such Risk Retention Consultation Party on any future matters with respect to the applicable Serviced Mortgage Loan or Serviced
Loan Combination or any other Serviced Mortgage Loan). For the avoidance of doubt, (x) no Risk Retention Consulting Party shall
have any consultation rights with respect to any related Excluded RRCP Mortgage Loan and (y) any consultation with any Risk Retention
Consultation Party under this Agreement shall occur only upon request of such Risk Retention Consultation Party, and any such
consultation shall be on a strictly non-binding basis and shall be subject to all limitations with respect to the procedures and
timing for such consultation set forth in this Section 6.09.


 


Notwithstanding
anything in this Agreement to the contrary, in the event that the Special Servicer or Master Servicer (in the event the Master
Servicer is otherwise authorized by this Agreement to take such action), as applicable, determines that immediate action, with
respect to a Major Decision, or any other matter requiring consent of, or consultation with, any applicable Directing Holder or
Consulting Party is necessary to protect the interests of the applicable Certificateholders and, with respect to any Serviced
Loan Combination, the related Serviced Companion Loan Holder(s) (as a collective whole as if such Certificateholders and, with
respect to any Serviced Loan Combination, the related Serviced Companion Loan Holder(s) constituted a single lender (and, with
respect to a Serviced AB Loan Combination, taking into account the subordinate nature of the related Subordinate Companion Loan(s))),
the Special Servicer or Master Servicer, as applicable, may take any such action without waiting for the response of any such
Directing Holder (or, if applicable, the Special Servicer) or Consulting Party, as applicable.


 


Also
notwithstanding anything in this Agreement to the contrary, no direction, objection, advice or consultation on the part of a Directing
Holder, and no advice or consultation from any Consulting Party contemplated by this Agreement, may require or cause the Master
Servicer or the Special Servicer to violate the terms of any Mortgage Loan or Serviced Loan Combination, any provision of any
related Loan Documents, any related Co-Lender Agreement, any intercreditor agreement, applicable law, this Agreement or the REMIC
Provisions, including without limitation each of the Master Servicer’s and the Special Servicer’s obligation to act
in accordance with the Servicing Standard, or expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than
with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related
Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates,
officers, directors, employees or agents to any claim, suit or liability, or cause any Trust REMIC to fail to qualify as a REMIC
or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of
the Master Servicer’s or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement or
cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that is not in the best interests of the
Certificateholders and/or the Serviced Companion Loan Holders.


 






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In
the event the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by a Directing Holder or
any advice from a Directing Holder or Consulting Party would otherwise cause the Special Servicer or Master Servicer, as applicable,
to violate the terms of any Loan Documents, any related Co-Lender Agreement or mezzanine intercreditor agreement, applicable law,
the REMIC Provisions or this Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer,
as applicable, shall disregard such refusal to consent or advice and notify in writing such Directing Holder or Consulting Party,
as applicable, the Trustee and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider of its determination, including a reasonably detailed explanation
of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer or Special Servicer in accordance
with the direction of or approval of a Directing Holder or the recommendation of the Operating Advisor or any Risk Retention Consultation
Party that does not violate any law or the Servicing Standard or any other provisions of this Agreement, will not result in any
liability on the part of the Master Servicer or the Special Servicer.


 


For
so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative shall be entitled,
with respect to each Outside Serviced Mortgage Loan other than any Excluded Mortgage Loan, to exercise the consent or approval
rights set forth in Section 3.01(i) of this Agreement; and for so long as no Consultation Termination Event has occurred
and is continuing, the Controlling Class Representative shall be entitled, with respect to each Outside Serviced Mortgage
Loan other than any Excluded Mortgage Loan, to exercise any consultation rights permitted under the related Co-Lender Agreement
in respect of “Major Decisions” (or any analogous concept) and the implementation of “Asset Status Reports”
(or any analogous concept) under, and within the meaning of, the applicable Outside Servicing Agreement and attend an annual meeting
with the related Outside Servicer and the related Outside Special Servicer, in each case, to the extent the holder of such Outside
Serviced Mortgage Loan is entitled to such rights pursuant to the related Co-Lender Agreement; provided that, after the
occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, any such consultation rights permitted
under the related Co-Lender Agreement in respect of “Major Decisions” (or any analogous concept) shall be exercised
by the Controlling Class Representative jointly with the Operating Advisor.


 


The
Directing Holder will have no liability to the Trust Fund or Certificateholders for any action taken, or for refraining from the
taking of any action, pursuant to this Agreement, or for error in judgment; provided, however, that the Controlling
Class Representative will not be protected against any liability to any Controlling Class Certificateholder that would
otherwise be imposed by reason of willful misfeasance, bad faith or negligence in the performance of duties or by reason of negligent
disregard of obligations or duties.


 


The
Risk Retention Consultation Parties shall have no liability to the Trust Fund, any party to this Agreement or any Certificateholders
for any action taken, or for refraining from the taking of any action, pursuant to this Agreement, or for errors in judgment.


 


By
its acceptance of a Certificate, each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that:
(i) a Directing Holder may have special relationships and interests that conflict with those of Holders of one or more Classes
of Certificates; (ii) a


 






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Directing
Holder may act solely in its own interests (or, in the case of the Controlling Class Representative, in the interests of
the Holders of the Controlling Class); (iii) a Directing Holder does not have any liability or duties to the Holders of any
Class of Certificates (other than, in the case of the Controlling Class Representative, the Controlling Class); (iv) a
Directing Holder may take actions that favor its own interests (or in the case of the Controlling Class Representative, the
interests of the Holders of the Controlling Class) over the interests of the Holders of one or more other Classes of Certificates;
and (v) a Directing Holder shall have no liability whatsoever (other than, in the case of the Controlling Class Representative,
to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i)-(iv) of this paragraph, and
that no Certificateholder may take any action whatsoever against any Directing Holder or any affiliate, director, officer, employee,
shareholder, member, partner, agent or principal thereof for having so acted; provided, however, that the rights
of a Directing Holder are subject to any related mezzanine intercreditor agreement.


 


(b)       Notwithstanding
anything to the contrary contained herein:


 


(i)     
after the occurrence and during the continuance of a Control Termination Event, the Controlling Class Representative shall
have no right to consent to any action taken or not taken by any party to this Agreement;


 


(ii)          
after the occurrence and during the continuance of a Control Termination Event, but prior to the occurrence and continuance of
a Consultation Termination Event, the Controlling Class Representative shall remain entitled to receive any notices, reports
or information to which it is entitled pursuant to this Agreement with respect to the applicable Serviced Loan(s) (other than
any Excluded Mortgage Loan), and the Master Servicer, Special Servicer and any other applicable party shall consult with the Controlling
Class Representative in connection with any action to be taken or refrained from taking with respect to the applicable Serviced
Loan(s) (other than any Excluded Mortgage Loan), but only to the extent consultation with, or consent of, the Controlling Class Representative
would have been required under such circumstances prior to the occurrence and continuance of such Control Termination Event; provided,
however, that the Controlling Class Representative shall not be permitted to consult with respect to any Serviced
AB Loan Combination while any related Subordinate Companion Loan Holder is the related Outside Controlling Note Holder;


 


(iii)         
after the occurrence and during the continuance of a Consultation Termination Event, the Controlling Class Representative
shall have no consultation or consent rights hereunder and no right to receive any notices, reports or information (other than
notices, reports or information required to be delivered to all Certificateholders) or any other rights as a Directing Holder;
provided that each Controlling Class Certificateholder shall maintain the right to exercise Voting Rights for the same purposes
as any other Certificateholder under this Agreement (other than with respect to Excluded Controlling Class Mortgage Loans);
and


 






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(iv)         
no Person may exercise any of the rights and powers of the Controlling Class Representative with respect to an Excluded Mortgage
Loan with respect to the Controlling Class Representative.


 


(c)      
Notwithstanding anything to the contrary herein, neither the Master Servicer nor the Special Servicer shall take or refrain from
taking any action pursuant to instructions, directions, objections, advice or consultation from a Directing Holder, any Risk Retention
Consultation Party, the Operating Advisor or a Serviced Companion Loan Holder (or its Companion Loan Holder Representative) that
would cause any one of them to violate applicable law, the terms of any Mortgage Loan or Serviced Loan Combination, the related
Loan Documents, this Agreement, including the Servicing Standard, the related Co-Lender Agreement, any related intercreditor agreement,
or the REMIC Provisions or that would (i) expose any Certificateholder, the Trust Fund, any Mortgage Loan Seller (other than
with respect to enforcing the rights and remedies against such Mortgage Loan Seller pursuant to this Agreement or the related
Mortgage Loan Purchase Agreement with respect to any Material Defect) or any party to this Agreement or their respective Affiliates,
officers, directors, employees or agents to any claim, suit or liability, (ii) materially expand the scope of the Master
Servicer’s or the Special Servicer’s responsibilities under this Agreement or any Co-Lender Agreement, (iii) cause
any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax
purposes, or result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under
the REMIC Provisions, or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that
in the reasonable judgment of the Master Servicer or the Special Servicer, as the case may be, is not in the best interests of
the Certificateholders and/or the Serviced Companion Loan Holders.


 


(d)       Each
Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase
of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate
Administrator and to notify the Certificate Administrator, in writing, of the transfer of any applicable Control Eligible Certificate
(or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or
the resignation or removal of the Controlling Class Representative. Any such Certificateholder (or Certificate Owner) or
its designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase
of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate
Administrator in writing when such Certificateholder (or Certificate Owner) or designee is appointed Controlling Class Representative,
and when it is removed or resigns. Upon receipt of any of the notices referred to in the preceding two sentences of this Section 6.09(d),
the Certificate Administrator shall promptly notify, in writing, the Special Servicer, the Master Servicer, the Operating Advisor,
the Asset Representations Reviewer and the Trustee of the identity of the Controlling Class Representative, any resignation
or removal of the Controlling Class Representative and/or any new Holder or Certificate Owner of a Control Eligible Certificate.
In addition, upon the request of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer
or the Trustee, as applicable, the Certificate Administrator shall provide (on a reasonably prompt basis) the identity of the
then-current Controlling


 






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Class
and a list of the related Certificateholders (or Certificate Owners, if applicable, at the expense of the Trust if such expense
arises in connection with an event as to which the Controlling Class Representative has consent or consultation rights pursuant
to this Agreement or in connection with a request made by the Operating Advisor in connection with its obligation under Section 3.29(c)(ii)
of this Agreement to deliver a copy of the Operating Advisor Annual Report to the Controlling Class Representative and
otherwise at the expense of the requesting party) of the Controlling Class to such requesting party, and each of the Master Servicer,
Special Servicer, Operating Advisor, the Asset Representations Reviewer and the Trustee shall be entitled to rely on the information
so provided by the Certificate Administrator.


 


In
the event of a change in the Controlling Class, the Certificate Administrator shall promptly contact the current Holder(s) (or,
in the case of book-entry Certificates, Certificate Owners) of the Controlling Class (or any designee(s) thereof), or, if known
to the Certificate Administrator, one of its affiliates or, if applicable, any successor Controlling Class Representative,
Controlling Class Certificateholder(s), and determine whether any such entity is the Holder (or Certificate Owner) of at
least a majority of the Controlling Class (in effect after such change in Controlling Class) by Certificate Balance. If at any
time the current Holder of the Controlling Class (or its designee) or, if known to the Certificate Administrator, one of
its respective Affiliates, or any successor Controlling Class Representative or Controlling Class Certificateholder(s)
is no longer the Holder (or Certificate Owner) of at least a majority of the applicable Controlling Class, by Certificate Balance,
and the Certificate Administrator has neither (i) received notice of the then-current Controlling Class Certificateholders
of at least a majority of the Controlling Class by Certificate Balance nor (ii) received notice of a replacement Controlling
Class Representative pursuant to this Agreement, then a Control Termination Event and a Consultation Termination Event shall
be deemed to have occurred with respect to the related Serviced Loans or Serviced Loan Combination and shall be deemed to continue
until such time as the Certificate Administrator receives any such notice in clauses (i) or (ii).


 


Upon
receipt of notice of a change in Controlling Class Representative or any Risk Retention Consultation Party, the Certificate
Administrator shall promptly forward notice thereof to each other party to this Agreement.


 


On
the Closing Date, each of the initial Controlling Class Representative shall deliver (which delivery may be by electronic
mail) a certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate Administrator
(who shall promptly forward such certification to the Master Servicer, the Special Servicer, the Trustee and the Operating Advisor).
Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling Class Representative
shall also deliver a certification substantially in the form of Exhibit M-1H to this Agreement to the Certificate
Administrator (who shall promptly forward such certification to the Master Servicer, the Special Servicer, the Trustee and the
Operating Advisor) prior to being recognized as the new Controlling Class Representative.


 


(e)        
Once a Controlling Class Representative has been selected, each of the Master Servicer, the Special Servicer, the Operating
Advisor, the Depositor, the Certificate Administrator, the Asset Representations Reviewer, the Trustee and each other Certificateholder
(or Certificate Owner, if applicable) shall be entitled to rely on such


 






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selection
unless a majority of the Certificateholders of the Controlling Class, in each case by Certificate Balance, or such Controlling
Class Representative shall have notified the Certificate Administrator, the Master Servicer and each other Certificateholder
of the Controlling Class, in writing, of the resignation of such Controlling Class Representative or the selection of a new
Controlling Class Representative. Upon receipt of written notice of, or other knowledge of, the resignation of a Controlling
Class Representative, the Certificate Administrator shall request the Certificateholders of the Controlling Class to select
a new Controlling Class Representative.


 


(f)         
If at any time a book-entry certificate belongs to the Controlling Class, the Certificate Administrator shall notify the related
Certificate Owner or Certificate Owners (through the Depository, unless the Certificate Administrator shall have been previously
provided with the name and address of such Certificate Owner or Certificate Owners) of such event and shall request that it be
informed of any change in the identity of the related Certificate Owner from time to time.


 


(g)        
Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor
and the Trustee and the Certificate Administrator shall be entitled to rely on the most recent notification with respect to the
identity of the Certificateholders of the Controlling Class and the Controlling Class Representative.


 


(h)        
Notwithstanding anything to the contrary contained herein, at any time when the Class F Certificates are the Controlling
Class, the Holder of more than 50% of the Controlling Class (by Certificate Balance) may waive its right to act as or appoint
a Controlling Class Representative and to exercise any of the rights of the Controlling Class Representative or cause
the exercise of any of the rights of the Controlling Class Representative set forth in this Agreement, by irrevocable written
notice delivered to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer and Operating Advisor
(any such Holder or group of affiliated Holders that makes such an election, the “Opting-Out Party”). Whenever
such waiver by an Opting-Out Party is in effect, (1) a Control Termination Event and a Consultation Termination Event shall be
deemed to have occurred and be continuing; and (2) the rights of the holder of more than 50% of the Class F Certificates
(by Certificate Balance), if the Class F Certificates are the Controlling Class, to act as or appoint a Controlling Class Representative
and the rights of a Controlling Class Representative will not be operative (notwithstanding whether a Control Termination
Event or a Consultation Termination Event is or would otherwise then be in effect). Any such waiver shall remain effective with
respect to such Holder and such Class until such time as either (x) the Class F Certificates are no longer the Controlling
Class or (y) the Opting-Out Party has (i) sold a majority of the Class F Certificates (by Certificate Balance) to an
unaffiliated third party and (ii) certified to the Depositor, Certificate Administrator, Trustee, Master Servicer, Special Servicer
and Operating Advisor that (a) the Opting-Out Party retains no direct or indirect Voting Rights with respect to the Class F
Certificates that it transferred, (b) there is no voting agreement between the Opting-Out Party and the transferee and (c) the
Opting-Out Party retains no direct or indirect economic interest in the Class F Certificates that it transferred (such sale
and certification, a “Class F Transfer”). Following any such Class E Transfer, and if the


 






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Class F
Certificates are still the Controlling Class, the successor holder of more than 50% of the Controlling Class (by Certificate
Balance) shall again have the right to act as or appoint a Controlling Class Representative as set forth herein without regard
to any prior waiver by the predecessor Certificateholder. Such successor Certificateholder shall also have the right as provided
in this Section 6.09(h) to irrevocably waive its right to act as or appoint a Controlling Class Representative
or, subject to any such limitations set forth in this Agreement (including by reason of a Control Termination Event or a Consultation
Termination Event otherwise existing), to exercise any of the rights of the Controlling Class Representative or to cause
the exercise of any of the rights of the Controlling Class Representative as set forth in this Agreement. No successor Certificateholder
described above in this paragraph shall have any consent rights with respect to any Serviced Mortgage Loan that became a Specially
Serviced Loan prior to the Class F Transfer and had not also become a Corrected Loan prior to such Class F Transfer
until such Serviced Mortgage Loan becomes a Corrected Loan.


 


(i)          
CREFI, DBNY and JPMCB shall be the initial Risk Retention Consultation Parties and shall, in each case, remain so until a successor
is appointed pursuant to the terms of this Agreement. Upon the resignation or removal of any existing Risk Retention Consultation
Party, any successor Risk Retention Consultation Party shall deliver to the parties to this Agreement a certification substantially
in the form of Exhibit M-1I to this Agreement prior to being recognized as a new Risk Retention Consultation Party.
The parties hereto shall be entitled to assume that a Risk Retention Consultation Party has not changed absent such notice.


 


(j)         
Once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Certificateholder (or Certificate Owner, if applicable)
shall be entitled to rely on such selection unless CREFI (in the case of the VRR1 Risk Retention Consultation Party) or DBNY (in
the case of the VRR2 Risk Retention Consultation Party) or JPMCB (in the case of the VRR3 Risk Retention Consultation Party),
as applicable, or such Risk Retention Consultation Party itself shall have notified the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor and each other Holder of Class VRR Certificates, in writing,
of the selection of a new Risk Retention Consultation Party (along with contact information for such new Risk Retention Consultation
Party).


 


(k)        
In the event that no VRR1 Risk Retention Consultation Party, VRR2 Risk Retention Consultation Party or VRR3 Risk Retention Consultation
Party, as applicable, has been appointed or identified to the Master Servicer or the Special Servicer, as applicable, and the
Master Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator
and no such entity has been identified (along with contact information) to the Master Servicer or the Special Servicer, as applicable,
then until such time as the related new Risk Retention Consultation Party is identified, the Master Servicer or the Special Servicer,
as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Risk Retention
Consultation Party as the case may be.


 






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(l)          
Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) each Risk Retention Consultation
Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates;
(ii) each Risk Retention Consultation Party may act solely in the interests of the Holders of the Class VRR Certificates;
(iii) each Risk Retention Consultation Party does not have any liability or duties to the Holders of any other Class of Certificates;
(iv) each Risk Retention Consultation Party may take actions that favor interests of the Holders of one or more Classes, including
the Class VRR Certificates, over the interests of the Holders of one or more other Classes of Certificates; and (v) each
Risk Retention Consultation Party shall have no liability whatsoever for having so acted as set forth in clauses (i) through
(iv) above, and no Certificateholder may take any action whatsoever against any Risk Retention Consultation Party or any director,
officer, employee, agent or principal of such Risk Retention Consultation Party for having so acted.


 


Article
VII



DEFAULT


 


Section 7.01       
Servicer Termination Events.


 


(a)         
“Servicer Termination Event,” wherever used herein, means any one of the following events:


 


(i)      
(A) any failure by the Master Servicer to make any deposit or payment required to be made by the Master Servicer to the Collection
Account or Loan Combination Custodial Account or to any Serviced Companion Loan Holder on the day and by the time such deposit
or remittance is required to be made under the terms of this Agreement, which failure is not remedied within one (1) Business
Day or (B) any failure by the Master Servicer to deposit into, or remit to the Certificate Administrator for deposit into,
the Distribution Account or the Excess Interest Distribution Account any amount required to be so deposited or remitted, which
failure is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date; or


 


(ii)     
any failure by the Special Servicer to deposit into any REO Account, within two (2) Business Days after such deposit is required
to be made or to remit to the Master Servicer for deposit into the Collection Account or the Loan Combination Custodial Account,
as applicable, any amount required to be so deposited or remitted by the Special Servicer pursuant to, and within one (1) Business
Day after the time specified by, the terms of this Agreement; or


 


(iii)          
any failure on the part of the Master Servicer or the Special Servicer, as applicable, duly to observe or perform in any material
respect any of its other covenants or obligations contained in this Agreement which continues unremedied for a period of 30 days
(10 days in the case of the Master Servicer’s failure to make a Property Advance or 20 days in the case of a failure
to pay the premium for any insurance policy required to be maintained under this Agreement or such shorter


 






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period
(not less than two (2) Business Days) as may be required to avoid the commencement of foreclosure proceedings for unpaid
real estate taxes or the lapse of insurance, as applicable) after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer or the Special Servicer, as the case may be, by any other
party hereto, or to the Master Servicer or the Special Servicer, as the case may be, with a copy to each other party to this Agreement,
by the Holders of Certificates of any Class evidencing, as to such Class, not less than 25% of the Voting Rights allocable
thereto, or, if affected thereby, by a Serviced Companion Loan Holder; provided, however, if any such failure with
a 30-day cure period is capable of being cured and the Master Servicer or Special Servicer, as applicable, is diligently pursuing
such cure, such 30-day period will be extended an additional 60 days (provided that the Master Servicer, or Special
Servicer, as applicable, has commenced to cure such failure within the initial 30-day period and has certified that it has diligently
pursued, and is continuing to pursue, a full cure); or


 


(iv)          
any breach on the part of the Master Servicer or the Special Servicer of any representation or warranty contained in this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or any Serviced Companion Loan Holder
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same
to be remedied, has been given to the Master Servicer or the Special Servicer, as the case may be, by the Depositor, the Certificate
Administrator or the Trustee, or to the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and
the Trustee by the Holders of Certificates entitled to not less than 25% of the Voting Rights or, if affected thereby, by a Serviced
Companion Loan Holder; provided, however, if such breach is capable of being cured and the Master Servicer or the
Special Servicer, as applicable, is diligently pursuing such cure, such 30-day period will be extended an additional 60 days
(provided that the Master Servicer, or Special Servicer, as applicable, has commenced to cure such failure within the initial
30-day period and has certified that it has diligently pursued, and is continuing to pursue, a full cure); or


 


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


 


(vi)          
the Master Servicer or the Special Servicer, as applicable, shall consent to the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets


 






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and
liabilities or similar proceedings of or relating to the Master Servicer or the Special Servicer or of or relating to all or substantially
all of its property; or


 


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


 


(viii)     
    the Master Servicer or the Special Servicer, as applicable, is removed from S&P’s Select Servicer
List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer, as applicable, and is
not restored to such status on such list within 60 days;


 


(ix)          
 DBRS (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency) has (A) qualified, downgraded
or withdrawn its rating or ratings of one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities,
or (B) placed one or more Classes of Certificates or one or more classes of Serviced Companion Loan Securities on “watch
status” in contemplation of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), publicly
citing servicing concerns with the Master Servicer or the Special Servicer, as applicable, as the sole or material factor in such
rating action (and such qualification, downgrade, withdrawal or “watch status” placement has not been withdrawn by
DBRS (or, in the case of Serviced Companion Loan Securities, any Companion Loan Rating Agency), within 60 days of such event);
or


 


(x)     
with respect to the Master Servicer, the Master Servicer ceases to have a commercial master servicer rating of at least “CMS3”
from Fitch and that rating is not reinstated within 60 days or, with respect to the Special Servicer, the Special Servicer
ceases to have a commercial special servicer rating of at least “CSS3” from Fitch and that rating is not reinstated
within 60 days, as the case may be;


 


(xi)          
the Master Servicer or the Special Servicer, as applicable, or any primary servicer or Sub-Servicer appointed by the Master Servicer
or the Special Servicer, as applicable, after the Closing Date (but excluding any Sub-Servicer set forth on Exhibit S),
shall (A) for so long as the Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver
the items required to be delivered by this Agreement after any applicable notice and cure period to enable the Certificate Administrator
or Depositor to comply with the reporting obligations of the Trust under the Exchange Act or (B) for so long as any Other Securitization
Trust is subject to the reporting requirements of Regulation AB or the Exchange Act, fail to deliver any Exchange Act reporting
items required to be delivered by such servicer to the related Other Depositor or related Other Exchange Act Reporting Party pursuant
to Article X of this Agreement, in the case


 






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of
each of clauses (A) and (B), within (a) with respect to the delivery of any item relating to a Reportable Event, two (2)
Business Days of such failure to comply with Article X or (b) with respect to the delivery of any other item, five (5)
Business Days of such failure to comply with Article X (any primary servicer or Sub-Servicer that defaults in accordance with
this Section 7.01(a)(xi) shall be terminated at the direction of the Depositor).


 


If
a Servicer Termination Event with respect to the Master Servicer or the Special Servicer shall occur and be continuing, then,
and in each and every such case, so long as such Servicer Termination Event shall not have been remedied, either (i) the
Trustee may or (ii) upon the written direction to the Trustee from (x) the Holders of Certificates evidencing at least 25%
of the Voting Rights of all Certificates or (y) an affected Serviced Companion Loan Holder (but, subject to the next sentence,
solely in the case of the related Serviced Loan Combination and a Servicer Termination Event with respect to the Special Servicer),
then the Trustee shall, terminate the Master Servicer or the Special Servicer, as applicable. Notwithstanding anything to the
contrary, it shall not be a Servicer Termination Event with respect to the pool of Mortgage Loans under clauses (i), (ii),
(iii), (iv), (viii), (ix) or (x) above if the failure, default or event only has an adverse effect on a Serviced Companion Loan,
a Serviced Companion Loan Holder or a rating on any Serviced Companion Loan Securities, but shall be a Servicer Termination Event
with respect to the related Serviced Companion Loan and any related Serviced Companion Loan Holder shall: (i) in the case
of any such failure, default or event on the part of the Master Servicer, have the remedies set forth in Section 7.01(d)
with respect to the Servicer Termination Event with respect to the related Serviced Companion Loan; and (ii) with respect
to any such failure, default or event on the part of the Special Servicer, be able to require termination of the Special Servicer
with respect to, but only with respect to, the related Serviced Loan Combination.


 


In
the event that the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section 7.01,
the Master Servicer shall also be terminated as Special Servicer.


 


(b)        
If the Master Servicer receives notice of termination under Section 7.01(c) solely due to a Servicer Termination Event
under Section 7.01(a)(viii), Section 7.01(a)(ix) or Section 7.01(a)(x) and if the Master Servicer
to be terminated pursuant to Section 7.01(c) provides the Trustee with the appropriate “request for proposal”
materials within five (5) Business Days following such termination notice, then the Master Servicer shall continue to service
as Master Servicer hereunder until a successor Master Servicer is selected in accordance with this Section 7.01(b).
Upon receipt of the “request for proposal” materials, Trustee shall promptly thereafter (using such “request
for proposal” materials provided by the Master Servicer pursuant to Section 7.01(c)) solicit good faith
bids for the rights to service the Mortgage Loans and the Serviced Loan Combinations under this Agreement from at least three
(3) Persons qualified to act as a successor Master Servicer hereunder in accordance with Section 6.04 (any such
Person so qualified, a “Qualified Bidder”) or, if three (3) Qualified Bidders cannot be located,
then from as many persons as the Trustee can determine are Qualified Bidders; provided that, the Master Servicer shall
supply the Trustee with the names of Persons from whom to solicit such bids; and provided, further, that the Trustee
shall not be responsible if less than three (3) or no Qualified Bidders submit bids for the right to service the Mortgage
Loans and Serviced Loan


 






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Combinations
under this Agreement. The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to
enter into this Agreement as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after
the notice of termination of the Master Servicer. The Trustee shall select the Qualified Bidder with the highest cash bid (the
“Successful Bidder”) to act as successor Master Servicer hereunder; provided, however, that if
the Trustee does not receive a Rating Agency Confirmation from each Rating Agency within 10 days after the selection of such
Successful Bidder, then the Trustee shall repeat the bid process described above (but subject to the above-described 45-day time
period) until such confirmation is obtained. The Trustee shall request the Successful Bidder to enter into this Agreement
as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master
Servicer.


 


Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section 3.12 of this Agreement)
to and by the Successful Bidder, the Trustee shall remit or cause to be remitted to the Master Servicer to be terminated pursuant
to Section 7.01(c) of this Agreement, the amount of such cash bid received from the Successful Bidder (net of “out-of-pocket”
expenses incurred in connection with obtaining such bid and transferring servicing).


 


The
Master Servicer to be terminated pursuant to Section 7.01(c) of this Agreement shall be responsible for all out-of-pocket
expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and the Serviced Loan Combinations,
which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.


 


If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above-described time period
or no Successful Bidder was identified within the above-described time period, the Master Servicer to be terminated pursuant to
Section 7.01(c) shall reimburse the Trustee for all reasonable “out-of-pocket” expenses incurred
by the Trustee in connection with such bid process and the Trustee shall have no further obligations under this Section 7.01(b).
The Trustee thereafter may act or may select a successor to act as Master Servicer hereunder in accordance with Section 7.02.


 


(c)         
In the event that the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01, the Trustee
shall, by notice in writing to the Master Servicer or the Special Servicer, as the case may be (the “Terminated Party”),
terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loans and Serviced Loan Combinations
and the proceeds thereof, other than any rights the Master Servicer or Special Servicer may have hereunder as a Certificateholder
and any rights or obligations that accrued prior to the date of such termination (including the right to receive all amounts accrued
or owing to it under this Agreement, plus interest at the Advance Rate on such amounts until received to the extent such amounts
bear interest as provided in this Agreement, with respect to periods prior to the date of such termination and the right to the
benefits of Section 6.03 and subsection (b) above notwithstanding any such termination). On or after the
receipt by the Terminated Party of such written notice, all of its authority and power under this Agreement, whether with respect
to the Certificates (except that the


 






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Terminated
Party shall retain its rights as a Certificateholder in the event and to the extent that it is a Certificateholder) or the Mortgage
Loans and Serviced Loan Combinations or otherwise, shall pass to and be vested in the Trustee pursuant to and under this Section and,
without limitation, the Trustee is hereby authorized and empowered to execute and deliver, on behalf of and at the expense of
the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments, and to do or accomplish all
other acts or things necessary or appropriate to effect the purposes of such notice of termination, whether to complete the transfer
and endorsement or assignment of the Mortgage Loans and Serviced Loan Combinations and related documents, or otherwise. The Master
Servicer and the Special Servicer each agrees that, in the event it is terminated pursuant to this Section 7.01, to
promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense, the Trustee
(or the successor Master Servicer selected by the Trustee pursuant to Section 7.01(b) of this Agreement or the successor
Master Servicer or Special Servicer, as applicable, otherwise appointed pursuant to Section 7.02 of this Agreement)
with all documents and records requested by the Trustee (or the successor Master Servicer selected by the Trustee pursuant to
Section 7.01(b) of this Agreement or the successor Master Servicer or Special Servicer, as applicable, otherwise appointed
pursuant to Section 7.02 of this Agreement) to enable the Trustee or other successor to its responsibilities hereunder
to assume its functions hereunder, and to cooperate with the Trustee and the successor to its responsibilities hereunder in effecting
the termination and transfer of its responsibilities and rights hereunder, including, without limitation, the transfer to the
successor Master Servicer or successor Special Servicer or the Trustee, as applicable, for administration by it of all cash amounts
which shall at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account,
any Loan Combination Custodial Account, any REO Account or Lock-Box Account shall thereafter be received with respect to the Mortgage
Loans and Serviced Loan Combinations, and shall promptly provide the Trustee or such successor Master Servicer or Special Servicer
(which may include the Trustee), as applicable, all documents and records reasonably requested by it, such documents and records
to be provided in such form as the Trustee or such successor Master Servicer or Special Servicer shall reasonably request (including
electromagnetic form), to enable it to assume the Master Servicer’s or Special Servicer’s function hereunder. All
reasonable costs and expenses actually incurred by the Trustee, the Certificate Administrator or the successor Master Servicer
or successor Special Servicer in connection with transferring Mortgage Files, Servicing Files and related information, records
and reports to the successor Master Servicer or Special Servicer and amending this Agreement to reflect (as well as providing
appropriate notices to Mortgagors, ground lessors, insurers and other applicable third parties regarding) such succession as successor
Master Servicer or successor Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master
Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If
the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Trustee, the Certificate
Administrator or the successor Master Servicer or Special Servicer for such expenses within 90 days after the presentation
of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall
not thereby be relieved of its liability for such expenses.


 






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(d)        
Notwithstanding Section 7.01(a) and Section 7.01(c), if (1) any Servicer Termination Event on the part
of the Master Servicer affects a Serviced Companion Loan, the related Serviced Companion Loan Holder or the rating on a class
of the related Serviced Companion Loan Securities and the Master Servicer is not otherwise terminated in accordance with Section 7.01(c),
or (2) a Servicer Termination Event on the part of the Master Servicer occurs that affects only a Serviced Companion Loan, the
related Serviced Companion Loan Holder or the rating on a class of the related Serviced Companion Loan Securities, the Master
Servicer may not be terminated in accordance with Section 7.01(c), but, at the written direction of the related Serviced
Companion Loan Holder, the Master Servicer shall appoint, within 30 days of such direction, a sub-servicer (or, if the related
Serviced Loan Combination is currently being sub-serviced, to replace, within 30 days of such direction, the then current
sub-servicer with a new sub-servicer). In connection with the Master Servicer’s appointment of any sub-servicer at the direction
of a Serviced Companion Loan Holder in accordance with this Section 7.01(d), the Master Servicer shall obtain a Rating
Agency Confirmation from each Rating Agency. The related sub-servicing agreement shall provide that any sub-servicer appointed
by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance with this Section 7.01(d)
shall be responsible for all duties, and shall be entitled to all compensation, of the Master Servicer under this Agreement with
respect to the related Serviced Loan Combination, except that the Master Servicer shall be entitled to retain a portion of the
Servicing Fee for the Mortgage Loan that is part of the related Serviced Loan Combination equal to any related Excess Servicing
Fee with respect to such Mortgage Loan(s) (and any related REO Mortgage Loan(s)). Such sub-servicing agreement (a) may be terminated
without cause and without payment of any fee and (b) shall also provide that such sub-servicer shall agree to become the master
servicer under a separate servicing agreement for the applicable Serviced Loan Combination in the event that such Serviced Loan
Combination is no longer to be serviced and administered hereunder, which separate servicing agreement shall contain servicing
and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the
corresponding provisions of this Agreement, except for the fact that the applicable Serviced Loan Combination and the related
Mortgaged Properties shall be the sole assets serviced and administered thereunder and the sole source of funds thereunder. If
any sub-servicer appointed by the Master Servicer at the direction of a Serviced Companion Loan Holder in accordance with this
Section 7.01(d) shall at any time resign or be terminated, the Master Servicer shall be required to promptly appoint
a substitute sub-servicer and obtain a Rating Agency Confirmation. In the event a successor Master Servicer is acting hereunder
and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.01(d), the
terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer
shall be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


 


(e)         
If the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer has received written notice (which,
for the purposes of this clause (e), shall include any publications by S&P, Fitch or DBRS of which the Trustee, the Certificate
Administrator or any Servicing Officer of the Master Servicer, as the case may be, has actual knowledge) from S&P, Fitch or
DBRS that the Master Servicer or the Special


 






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Servicer
no longer is an approved master servicer or approved special servicer, as applicable, then such party shall promptly notify the
others, and the Certificate Administrator shall notify the related Serviced Companion Loan Holder, to the extent known to the
Certificate Administrator, of the same.


 


Section 7.02       
Trustee to Act; Appointment of Successor. On and after the time the Master Servicer or the Special Servicer receives a
notice of termination pursuant to Section 7.01, the Trustee shall, subject to the following provisions of this Section 7.02,
be its successor in all respects in its capacity as Master Servicer or Special Servicer under this Agreement and the transactions
set forth or provided for herein and, except as provided herein, shall be subject to all the responsibilities, duties, limitations
on liability and liabilities relating thereto and arising thereafter placed on the Master Servicer or Special Servicer by the
terms and provisions hereof; provided, however, that (i) the Trustee shall have no responsibilities, duties,
liabilities or obligations with respect to any act or omission of the Master Servicer or Special Servicer and (ii) any failure
to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide,
or delay in providing, records, tapes, disks, information or moneys shall not be considered a default by such successor hereunder.
The Trustee, as successor Master Servicer or successor Special Servicer, shall be indemnified to the full extent provided the
Master Servicer or Special Servicer, as applicable, under this Agreement prior to the Master Servicer’s or the Special Servicer’s
termination. The appointment of a successor Master Servicer or successor Special Servicer shall not affect any liability of the
predecessor Master Servicer or Special Servicer which may have arisen prior to its termination as Master Servicer or Special Servicer.
The Trustee shall not be liable for any of the representations, liabilities or warranties of the Master Servicer or Special Servicer
herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special
Servicer or for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07
of this Agreement nor shall the Trustee be required to purchase any Mortgage Loan or Serviced Loan Combination hereunder.
As compensation therefor, the Trustee as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing
Fee or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans and Serviced Companion Loans
that accrue after the date of the Trustee’s succession to which the Master Servicer or Special Servicer would have been
entitled if the Master Servicer or Special Servicer, as applicable, had continued to act hereunder. In the event any Advances
made by the Master Servicer and the Trustee shall at any time be outstanding, or any amounts of interest thereon shall be accrued
and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances made by the
Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in full. Notwithstanding
the above and subject to Section 6.08, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable
to so act, or if the Holders of Certificates entitled to at least 25% of the Voting Rights so request in writing to the Trustee,
or if the Rating Agencies do not provide Rating Agency Confirmations with respect to the Trustee so acting, promptly appoint,
or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution for which a Rating
Agency Confirmation from each Rating Agency has been obtained (at the expense of the terminated Master Servicer or Special Servicer,
as applicable, or, if the expense is not so recovered, at the expense of the Trust Fund), as the successor to the Master Servicer
or the Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or Special Servicer hereunder; provided that, the applicable Directing Holder shall


 






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have
the right to approve any successor Special Servicer with respect to any Serviced Loan or Serviced Loan Combination. No appointment
of a successor to the Master Servicer or Special Servicer hereunder shall be effective until (i) the assumption by such successor
of all the Master Servicer’s or Special Servicer’s responsibilities, duties and liabilities hereunder and (ii) in
the case of the appointment of a successor Special Servicer, the Depositor and, if applicable, each related Other Depositor shall
have received the written notice and information with respect to such successor Special Servicer as set forth in Section 10.02(a).
Pending appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master
Servicer) hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity
as herein above provided. Pending the appointment of a successor to the Special Servicer, unless the Master Servicer is also the
Special Servicer, the Master Servicer shall act in such capacity. In connection with such appointment and assumption described
herein, the Trustee may make such arrangements for the compensation of such successor out of payments on Mortgage Loans and Serviced
Companion Loans as it and such successor shall agree; provided, however, that no such compensation shall be in excess
of that permitted the Terminated Party hereunder; provided, further, that if no successor to the Terminated Party
can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor
and such amounts in excess of that permitted the Terminated Party shall be treated as Realized Losses; and provided, further
that, the Trustee shall consult with any applicable Directing Holder and Consulting Party prior to the appointment of a successor
to the Terminated Party at a servicing compensation in excess of that permitted the Terminated Party. The Depositor, the Trustee,
the Master Servicer or Special Servicer and such successor shall take such action, consistent with this Agreement, as shall be
necessary to effectuate any such succession.


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the terminated Master Servicer, it may reduce
the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master
Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the
terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing
Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.


 


Section 7.03       
Notification to Certificateholders.


 


(a)         
Upon any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special
Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, to the Serviced Companion Loan Holders, and electronically, for posting to the Rule 17g-5
Information Provider’s Website pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information
Provider.


 


(b)        
Within 30 days after the occurrence of any Servicer Termination Event or Operating Advisor Termination Event of which a Responsible
Officer of the Certificate Administrator has actual knowledge, the Certificate Administrator shall transmit by mail to all Holders
of Certificates and any affected Serviced Companion Loan Holder (to the extent the Certificate Administrator has received the
notice information for such Serviced


 






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Companion
Loan Holder after a request therefor) and electronically, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement, to the Rule 17g-5 Information Provider notice of such Servicer Termination
Event or Operating Advisor Termination Event, unless such Servicer Termination Event or Operating Advisor Termination Event shall
have been cured or waived.


 


Section 7.04       
Other Remedies of Trustee. During the continuance of any Servicer Termination Event, so long as such Servicer Termination
Event shall not have been remedied, the Trustee, in addition to the rights specified in Section 7.01, shall have the
right, in its own name as trustee of an express trust, to take all actions now or hereafter existing at law, in equity or by statute
to enforce its rights and remedies and to protect the interests, and enforce the rights and remedies, of the Certificateholders
and the Serviced Companion Loan Holders (including the institution and prosecution of all judicial, administrative and other proceedings
and the filing of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such
action and any liability resulting therefrom shall be expenses, costs and liabilities of the defaulting Master Servicer or Special
Servicer, as applicable. If the Master Servicer or Special Servicer, as applicable, fails to remedy, after the presentation of
reasonable documentation, the Trustee shall be entitled to be reimbursed for such expenses, costs and liability from the Collection
Account or the Loan Combination Custodial Account, as applicable, as provided in Section 3.06 and Section 3.06A
of this Agreement; provided that the Master Servicer or the Special Servicer, as applicable, shall not be relieved
of such liability for such expenses, costs and liabilities. Except as otherwise expressly provided in this Agreement, no remedy
provided for by this Agreement shall be exclusive of any other remedy, and each and every remedy shall be cumulative and in addition
to any other remedy and no delay or omission to exercise any right or remedy shall impair any such right or remedy or shall be
deemed to be a waiver of any Servicer Termination Event of the Master Servicer or the Special Servicer.


 


Section 7.05       
Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination. The Holders of Certificates
evidencing not less than 66-2/3% of the Voting Rights of all the Certificates (and, if such Servicer Termination Event is on the
part of a Special Servicer, with respect to the related Serviced Loan Combination only, by the related Serviced Companion Loan
Holder) may, on behalf of all Holders of Certificates, waive any Servicer Termination Event on the part of the Master Servicer,
Special Servicer or any Operating Advisor Termination Event on the part of the Operating Advisor in the performance of its obligations
hereunder and its consequences, except a Servicer Termination Event in connection with making any required deposits (including,
with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, a Loan Combination Custodial
Account or the Lower-Tier REMIC Distribution Account or in remitting payments as received, in each case in accordance with this
Agreement. Upon any such waiver of a past default, such default shall cease to exist, and any Servicer Termination Event or Operating
Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such
waiver shall extend to any subsequent or other default or impair any right consequent thereon. Any costs and expenses incurred
by the Certificate Administrator in connection with such default and prior to such waiver shall be reimbursed by the Master Servicer,
the Special Servicer or the Operating Advisor, as applicable, promptly upon demand therefor and if not reimbursed to the Certificate
Administrator within 90 days of such demand, from the Trust Fund; provided that the Trust Fund shall be reimbursed
by the Master Servicer, the Special Servicer or the Operating


 






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Advisor,
as applicable, to the extent such amounts are reimbursed to the Certificate Administrator from the Trust Fund. Notwithstanding
the foregoing, (a) a Servicer Termination Event under any of Section 7.01(a)(i) and Section 7.01(a)(ii)
of this Agreement may be waived only by all of the Certificateholders of the affected Classes, and (b) a Servicer Termination
Event under Section 7.01(a)(xi) of this Agreement may be waived only with the consent of the Depositor, together with
(in the case of each of clauses (a) and (b) of this sentence) the consent of each Serviced Companion Loan Holder, if any,
that is affected by such Servicer Termination Event.


 


The
foregoing paragraph notwithstanding, if the Holders representing at least the requisite percentage of the Voting Rights allocated
to each affected Class of Certificates desire to waive a Servicer Termination Event by the Master Servicer, but a Serviced
Companion Loan Holder related to a Serviced Loan Combination (if adversely affected thereby) does not wish to waive that Servicer
Termination Event, then those Certificateholders may still waive that Servicer Termination Event, and the applicable Serviced
Companion Loan Holder will be entitled to require that the Master Servicer appoint, within 60 days of the applicable Serviced
Companion Loan Holder’s request, a sub-servicer (or, if the applicable Serviced Loan Combination is currently being subserviced,
to replace, within 60 days of the applicable Serviced Companion Loan Holder’s request, the then current sub-servicer
with a new sub-servicer) with respect to the applicable Serviced Loan Combination. In connection with the Master Servicer’s
appointment of a sub-servicer at the request of a Serviced Companion Loan Holder in accordance with this Section 7.05,
the Master Servicer shall obtain a Rating Agency Confirmation from each Rating Agency at the expense of the Serviced Companion
Loan Holder. The related sub-servicing agreement shall provide that any sub-servicer appointed by the Master Servicer at the request
of a Serviced Companion Loan Holder in accordance with this Section 7.05 shall be responsible for all duties, and
shall be entitled to all compensation, of the Master Servicer under this Agreement with respect to the applicable Serviced Loan
Combination, except that the Master Servicer shall be entitled to retain a portion of the Servicing Fee for the related Mortgage
Loan(s) equal to any related Excess Servicing Fee. Such Sub-Servicing Agreement (a) may be terminated without cause and without
the payment of any fee and (b) shall also provide that such sub-servicer shall become the master servicer under a separate
servicing agreement for the applicable Serviced Loan Combination in the event that the Serviced Loan Combination is no longer
to be serviced and administered hereunder, which separate servicing agreement shall contain servicing and administration, limitation
of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this
Agreement, except for the fact that the applicable Serviced Loan Combination and the related Mortgaged Properties shall be the
sole assets serviced and administered thereunder and the sole source of funds thereunder. Such sub-servicer (a) may be terminated
without cause and without the payment of any fee and (b) shall meet the requirements of Section 3.01 of this
Agreement. If any sub-servicer appointed by the Master Servicer at the request of a Serviced Companion Loan Holder in accordance
with this Section 7.05 shall at any time resign or be terminated, the Master Servicer shall be required to promptly
appoint a substitute sub-servicer with respect to which a Rating Agency Confirmation has been obtained at the expense of the applicable
resigning or terminated sub-servicer (and any applicable Sub-Servicing Agreement shall so provide), and if the resigning or terminated
sub-servicer fails to cover such expense, the Master Servicer shall do so. In the event a successor Master Servicer is acting
hereunder and that successor Master Servicer desires to terminate the sub-servicer appointed under this Section 7.05,
the terminated Master Servicer that was responsible for the Servicer Termination Event that led to the appointment of such sub-servicer


 






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shall
be responsible for all costs incurred in connection with such termination, including the payment of any termination fee.


 


Section 7.06       
Termination of the Operating Advisor.


 


(a)         
An “Operating Advisor Termination Event” means any one of the following events whether it shall be voluntary
or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule
or regulation of any administrative or governmental body:


 


(i)      
any failure by the Operating Advisor to observe or perform in any material respect any of its covenants or agreements or the material
breach of its representations or warranties under this Agreement, which failure shall continue unremedied for a period of 30 days
after the date on which written notice of such failure shall have been given to the Operating Advisor by the Trustee or to the
Operating Advisor and the Trustee by the Holders of Certificates having greater than 25% of the Voting Rights of all then outstanding
Certificates; provided, however, that with respect to any such failure which is not curable within such 30-day period,
the Operating Advisor shall have an additional cure period of thirty (30) days to effect such cure so long as it has commenced
to cure such failure with the initial 30-day period and has provided the Trustee and the Certificate Administrator with an Officer’s
Certificate certifying that it has diligently pursued, and is continuing to pursue, such cure;


 


(ii)     
any failure by the Operating Advisor to perform its obligations set forth in this Agreement in accordance with the Operating Advisor
Standard which failure shall continue unremedied for a period of 30 days after the date on which written notice of such failure
is given to the Operating Advisor by any party to this Agreement;


 


(iii)          
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period
of 30 days;


 


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


 


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


 






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(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 its internet website,
unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor Termination Event
shall occur then, and in each and every such case, so long as such Operating Advisor Termination Event shall not have been remedied,
then either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not less than
25% of the Voting Rights of each Class of Non-Reduced Certificates, the Trustee shall, terminate all of the rights and obligations
of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination (including
the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification rights (arising
out of events occurring prior to such termination), by notice in writing to the Operating Advisor. Notwithstanding anything herein
to the contrary, the Depositor shall have the right, but not the obligation, to notify the Certificate Administrator and the Trustee
of any Operating Advisor Termination Event of which the Depositor becomes aware.


 


(b)        
Upon (i) the written direction of Holders of Certificates evidencing not less than 15% of the Voting Rights of the Non-Reduced
Certificates requesting a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that
is an Eligible Operating Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees
and expenses to be incurred by the Certificate Administrator in connection with administering such vote, the Certificate Administrator
shall promptly provide written notice of the requested vote to the Operating Advisor and to all Certificateholders by (i) posting
such notice on its internet website, and (ii) mailing such notice to all Certificateholders at their addresses appearing
in the Certificate Register and to the Operating Advisor. Upon the affirmative vote of the Holders of Certificates evidencing
more than 50% of the Voting Rights allocable to the Non-Reduced Certificates of those Holders that exercise their right to vote
(provided that Holders entitled to exercise at least 50% of the Voting Rights allocable to the Non-Reduced Certificates
exercise their right to vote within 180 days of the initial request for a vote (which, for the avoidance of doubt, is the
date on which the aforementioned notice was mailed to the Certificateholders)), the Trustee shall terminate all of the rights
and obligations of the Operating Advisor under this Agreement by notice in writing to the Operating Advisor. The provisions set
forth in the foregoing sentences of this Section 7.06(b) shall be binding upon and inure to the benefit of solely
the Certificateholders and the Trustee as between each other. The Operating Advisor shall not have any cause of action based upon
or arising from any breach or alleged breach of such provisions. As between the Operating Advisor, on the one hand, and the Certificateholders,
on the other, the Certificateholders shall be entitled in their sole discretion to vote for the termination or not vote for the
termination of the Operating Advisor. The Certificate Administrator shall include on each Distribution Date Statement a statement
that each Certificateholder and Certificate Owner may access notices on the Certificate Administrator’s Website and each
Certificateholder and


 






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Certificate
Owner may register to receive e-mail notifications when such notices are posted on the Certificate Administrator’s Website;
provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Certificateholders for
the reasonable expenses of posting such notices.


 


(c)         
On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1) the
Operating Advisor resigns pursuant to Section 6.04 of this Agreement (excluding resignation under the circumstances
contemplated in Section 6.04(d) where no successor Operating Advisor is required to be appointed) or (2) the Trustee
delivers such written notice of termination to the Operating Advisor, the Trustee shall appoint a successor Operating Advisor
that is an Eligible Operating Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor
to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Depositor, the Risk Retention
Consultation Parties, any related Outside Controlling Note Holder and, if a Consultation Termination Event does not exist, the
Controlling Class Representative within one Business Day of such appointment, and the Certificate Administrator shall provide
written notice of such appointment to each Certificateholder within one Business Day of the receipt of such notice of appointment
from the Trustee. Except as contemplated by Section 7.06(b) of this Agreement, the appointment of a successor Operating
Advisor shall not be subject to the vote, consent or approval of the holder of any Class of Certificates.


 


The
Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer, a Sponsor or an Affiliate
of any of them. If any of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the
date hereof, the Operating Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement
and the Trustee shall appoint a successor Operating Advisor subject to and in accordance with this Section 7.06(c),
which successor Operating Advisor may be an Affiliate of the Trustee. Notwithstanding the foregoing, if the Trustee is unable
to find a successor Operating Advisor within 30 days of the termination of the Operating Advisor, the Depositor shall be
permitted to find a replacement. Unless and until a replacement Operating Advisor is appointed, no party shall act as the Operating
Advisor and the provisions in this Agreement relating to consultation with respect to the Operating Advisor shall not be applicable
until a replacement Operating Advisor is appointed hereunder.


 


(d)        
Upon any resignation or termination of the Operating Advisor and, if applicable, appointment of a successor to the Operating Advisor,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Depositor, any related
Outside Controlling Note Holder, the Controlling Class Representative (if a Consultation Termination Event does not exist)
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this Agreement,
the Rule 17g-5 Information Provider. In the event that the Operating


 






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Advisor
resigns or is terminated, all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations
that accrued prior to the date of such resignation or termination (including the right to receive all amounts accrued and owing
to it under this Agreement) and other than any rights to indemnification arising out of events occurring prior to such resignation
or termination.


 


Article
VIII



CONCERNING THE TRUSTEE and The Certificate Administrator


 


Section 8.01       
Duties of the Trustee and the Certificate Administrator.


 


(a)         
The Trustee, prior to the occurrence of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual
knowledge and after the curing or waiver of all Servicer Termination Events which may have occurred, undertakes to perform such
duties and only such duties as are specifically set forth in this Agreement and no permissive right of the Trustee shall be construed
as a duty. During the continuance of a Servicer Termination Event of which a Responsible Officer of the Trustee has actual knowledge,
the Trustee, subject to the provisions of Section 7.02 and Section 7.04 of this Agreement, shall exercise
such of the rights and powers vested in it by this Agreement, and use the same degree of care and skill in its exercise, as a
prudent person would exercise or use under the circumstances in the conduct of such person’s own affairs. The Certificate
Administrator undertakes to perform at all times such duties and only such duties as are specifically set forth in this Agreement
and no permissive right of the Certificate Administrator shall be construed as a duty.


 


(b)        
Each of the Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports,
documents, orders or other instruments furnished to the Trustee or the Certificate Administrator, as applicable, which are specifically
required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC® reports and any information delivered for
posting to the Certificate Administrator’s Website or the Rule 17g-5 Information Provider’s Website), shall examine
them to determine whether they conform on their face to the requirements of this Agreement to the extent specifically set forth
herein; provided, however, that neither the Trustee nor the Certificate Administrator shall be responsible for the
accuracy or content of any such resolution, certificate, statement, opinion, report, document, order or other instrument provided
to it hereunder if accepted in good faith. If any such instrument is found not to conform on its face to the requirements of this
Agreement in a material manner, the Trustee or the Certificate Administrator, as applicable, shall request a corrected instrument,
and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s, as applicable, reasonable
satisfaction, the Certificate Administrator (if the Certificate Administrator requested the corrected instrument or upon direction
from the Trustee if the Trustee requested the corrected instrument) will provide notice thereof to the Certificateholders.


 






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(c)         
Neither the Trustee, the Certificate Administrator nor any of their respective officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall be construed to relieve the Trustee
or the Certificate Administrator, as applicable, or any such person, from liability for its own negligent action, its own negligent
failure to act or its own willful misconduct or its own bad faith; and provided, further, that:


 


(i)      
Prior to the occurrence of a Servicer Termination Event or Operating Advisor Termination Event of which a Responsible Officer
of the Trustee has actual knowledge, and after the curing or waiver of all such Servicer Termination Events which may have occurred,
the duties and obligations of the Trustee shall be determined solely by the express provisions of this Agreement, neither the
Trustee nor the Certificate Administrator shall be liable except for the performance of such duties and obligations as are specifically
set forth in this Agreement, no implied covenants or obligations shall be read into this Agreement against the Trustee or the
Certificate Administrator and, in the absence of bad faith on the part of the Trustee or the Certificate Administrator, the Trustee
or the Certificate Administrator, as applicable, may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any resolutions, certificates, statements, reports, opinions, documents, orders or other
instruments furnished to the Trustee or the Certificate Administrator, as applicable, that conform on their face to the requirements
of this Agreement without responsibility for investigating the contents thereof;


 


(ii)     
Neither the Trustee nor the Certificate Administrator shall be personally liable for an error of judgment made in good faith by
a Responsible Officer or Responsible Officers, unless it shall be proved that the Trustee or the Certificate Administrator, as
applicable, was negligent in ascertaining the pertinent facts;


 


(iii)      
Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 50%
of the Percentage Interests (or such other percentage as is specified herein for such action) of each affected Class, or of the
Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy available
to the Trustee or the Certificate Administrator, as applicable, or exercising any trust or power conferred upon the Trustee or
the Certificate Administrator, as applicable, under this Agreement;


 


(iv)          
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, agents or control
persons shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not the same
Person as, or an Affiliate of, the Trustee or the Certificate Administrator, as applicable, and that is selected other than by
the Trustee or the Certificate Administrator, as applicable, performed or omitted in


 






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compliance
with any custodial or other agreement, or any act or omission of the Master Servicer, Special Servicer, the Depositor, the Operating
Advisor, any Serviced Companion Loan Holder, the Directing Holder or the Controlling Class Representative or any other third
Person, including, without limitation, in connection with actions taken pursuant to this Agreement;


 


(v)      
Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action unless such action is incidental to its respective duties as Trustee or Certificate Administrator, as applicable, in accordance
with this Agreement (and, if it does, all reasonable legal expenses and costs of such action shall be expenses and costs of the
Trust Fund) and in its opinion does not expose it to any expense or liability for which reimbursement is not reasonably assured,
and the Trustee or the Certificate Administrator, as applicable, shall be entitled to be reimbursed therefor from the Collection
Account, unless such legal action arises (i) as a result of any willful misconduct, bad faith, fraud or negligence in the
performance of duties of the Trustee or the Certificate Administrator, as the case may be, or by reason of negligent disregard
of the Trustee’s or the Certificate Administrator’s, as the case may be, obligations or duties hereunder, or (ii) as
a result of the breach by the Trustee or the Certificate Administrator, as the case may be, of any of its representations or warranties
contained herein; provided, however, that the Trustee or the Certificate Administrator may in its discretion undertake
any such action related to its obligations hereunder which it may deem necessary or desirable with respect to this Agreement and
the rights and duties of the parties hereto and the interests of the Certificateholders hereunder;


 


(vi)          
Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of
any Person unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains actual knowledge
of such act, failure to act or breach or receives written notice of such act, failure to act or breach from any other party to
this Agreement, any Certificateholder or Certificate Owner, a Serviced Companion Loan Holder, the Directing Holder or the Controlling
Class Representative; and


 


(vii)          
Except in the event of the Trustee’s or Certificate Administrator’s, as applicable, willful misconduct, bad faith
or fraud, in no event shall the Trustee or the Certificate Administrator, as applicable, be liable for special, punitive, indirect
or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee or the
Certificate Administrator, as applicable, has been advised of the likelihood of such loss or damage and regardless of the form
of action.


 


None
of the provisions contained in this Agreement shall require the Trustee or the Certificate Administrator, in its capacity as Trustee
or the Certificate Administrator, as applicable, to expend or risk its own funds, or otherwise incur financial liability in the
performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the Trustee
or the Certificate Administrator, as applicable, the repayment of such funds or adequate indemnity


 






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against
such risk or liability is not reasonably assured to it. None of the provisions contained in this Agreement shall in any event
require the Trustee to perform, or be responsible for the manner of performance of, any of the obligations of the Master Servicer
(other than the obligations to make Advances under Sections 3.20 and 4.06 of this Agreement), the Special Servicer,
the Certificate Administrator, the Operating Advisor or the Asset Representations Reviewer under this Agreement, except during
such time, if any, as the Trustee shall be the successor to, and be vested with the rights, duties, powers and privileges of,
the Master Servicer or the Special Servicer in accordance with the terms of this Agreement. None of the provisions contained in
this Agreement shall in any event require the Certificate Administrator to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor or the Asset Representations
Reviewer under this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond
of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate
Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement (other than any funds invested
with it in its commercial capacity or at its discretion).


 


(d)        
The Operating Advisor, the Master Servicer, the Special Servicer or the Trustee may at any time request from the Certificate Administrator
written confirmation of whether any Control Termination Event, Consultation Termination Event or Operating Advisor Consultation
Trigger Event occurred during the previous calendar year and the Certificate Administrator shall deliver such confirmation, based
on information in its possession, to the requesting party within ten (10) Business Days of such request. Further, the Certificate
Administrator shall post a “special notice” on the Certificate Administrator’s Website within ten (10) days
of its determination (or its receipt of notice) of the commencement or cessation of any Control Termination Event, Consultation
Termination Event or Operating Advisor Consultation Trigger Event.


 


Section 8.02       
Certain Matters Affecting the Trustee and the Certificate Administrator.


 


(a)         
Except as otherwise provided in Section 8.01 of this Agreement:


 


(i)      
Each of the Trustee and the Certificate Administrator may request and/or rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement, instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator
shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;


 


(ii)     
Each of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with such written advice of such counsel or Opinion of Counsel;


 






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(iii)      
(A) Neither the Trustee nor the Certificate Administrator shall be under any obligation to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the
provisions of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator,
as applicable, security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as applicable, against
the costs, expenses and liabilities which may be incurred therein or thereby; and


 


(B)     
the right of the Trustee or the Certificate Administrator, as applicable, to perform any discretionary act enumerated in this
Agreement shall not be construed as a duty, and neither the Trustee nor the Certificate Administrator shall be answerable for
other than its negligence or willful misconduct in the performance of any such act;


 


provided
that subject to the foregoing clause (A), nothing contained herein shall relieve the Trustee of the obligations, upon
the occurrence of a Servicer Termination Event (which has not been cured or waived) of which a Responsible Officer of the Trustee
has actual knowledge, to exercise such of the rights and powers vested in it by this Agreement, and to use the same degree of
care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs;


 


(iv)          
Neither the Trustee, the Certificate Administrator nor any of their respective directors, officers, employees, Affiliates, agents
or “control” persons within the meaning of the Act shall be personally liable for any action taken, suffered or omitted
by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as applicable, to be authorized or
within the discretion or rights or powers conferred upon it by this Agreement;


 


(v)     
Neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other
paper or document, unless requested in writing to do so by Holders of Certificates entitled to at least 25% (or such other percentage
as is specified herein) of the Percentage Interests of any affected Class; provided, however, that if the payment
within a reasonable time to the Trustee or the Certificate Administrator, as applicable, of the costs, expenses or liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
as applicable, not reasonably assured to the Trustee or the Certificate Administrator, as applicable, by the security afforded
to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require reasonable indemnity
against such expense or liability as a condition to taking any such action. The reasonable expense of every such investigation
shall be paid by the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, if a Servicer Termination
Event or Operating Advisor Termination Event shall have occurred and be continuing relating to the Master Servicer, the Special
Servicer or the Operating Advisor, respectively and if


 






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such
investigation results from such Servicer Termination Event or Operating Advisor Termination Event, and otherwise by the Certificateholders
requesting the investigation;


 


(vi)          
Each of the Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys but shall not be relieved of its obligations hereunder; and


 


(vii)          
For purposes of this Agreement, the Trustee or the Certificate Administrator, as applicable, shall have notice of an event only
when a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has received written notice or obtains
actual knowledge of such event.


 


(b)        
Following the Startup Day, neither the Trustee nor the Certificate Administrator shall, except as expressly required by any provision
of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator, as
applicable, shall have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting
such contribution) to the effect that the inclusion of such assets in the Trust Fund will not cause any Trust REMIC to fail to
qualify as a REMIC or cause the Grantor Trust to fail to qualify as a grantor trust, at any time that any Certificates are outstanding
or subject a Trust REMIC to any tax under the REMIC Provisions or other applicable provisions of federal, state and local law
or ordinances.


 


(c)        
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee or the Certificate Administrator,
as applicable, may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial
or other proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in its
name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


 


Neither
the Trustee nor the Certificate Administrator shall have any duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by the Depositor pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.


 


(d)        
Neither the Trustee nor the Certificate Administrator shall be responsible for delays or failures in performance resulting from
acts beyond its control (such acts to include but are not limited to acts of God, strikes, lockouts, riots and acts of war).


 


(e)         
Each of the Custodian, the Rule 17g-5 Information Provider, Authenticating Agent, Paying Agent and Certificate Registrar
shall be entitled to the same rights, indemnities, immunities, benefits (other than compensation), privileges and protections
afforded to the Certificate Administrator hereunder in the same manner as if such party were the named Certificate Administrator
herein mutatis mutandis.


 






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(f)        Notwithstanding anything to the contrary herein, any and all e-mail communications (both text and attachments) by or
from the Trustee or the Certificate Administrator that the Trustee or the Certificate Administrator, as applicable, deems to contain
confidential, proprietary, and/or sensitive information may be encrypted. The recipient (the “E-mail Recipient”)
of the encrypted e-mail communication will be required to complete a registration process. Instructions on how to register
and/or retrieve an encrypted message will be included in the first secure e-mail sent by the Trustee or the Certificate Administrator,
as applicable, to the E-mail Recipient.


 


(g)       No
provision of this Agreement or any Loan Document shall be deemed to impose any duty or obligation on the Trustee or the Certificate
Administrator to take or omit to take any action, or suffer any action to be taken or omitted, in the performance of its duties
or obligations under the Loan Documents, or to exercise any right or power thereunder, to the extent that taking or omitting to
take such action or suffering such action to be taken or omitted would violate applicable law binding upon it (which determination
may be based on Opinion of Counsel).


 


(h)       In order to comply with the laws, rules, regulations and executive orders in effect from time to time applicable to banking
institutions, including, without limitation, those relating to the funding of terrorist activities and money laundering including
Section 326 of the USA PATRIOT Act (for purposes of this clause (h), “Applicable Law”), each of the
Trustee and the Certificate Administrator is required to obtain, verify, record and update certain information relating to individuals
and entities that maintain a business relationship with the Trustee or the Certificate Administrator, as applicable. Accordingly,
each of the parties hereto agrees to provide to the Trustee or the Certificate Administrator, as applicable, upon its request from
time to time, such identifying information and documentation as may be available for such party in order to enable the Trustee
or the Certificate Administrator, as applicable, to comply with Applicable Law.


 


Section 8.03      
Neither the Trustee nor the Certificate Administrator Is Liable for Certificates or Mortgage Loans. The recitals
contained herein and in the Certificates (other than the signature and authentication of the Certificate Administrator on the Certificates)
shall not be taken as the statements of the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or
the Operating Advisor, and the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer and the Operating
Advisor assume no responsibility for their correctness. The Trustee, the Certificate Administrator, the Master Servicer, the Special
Servicer and the Operating Advisor make no representations or warranties as to the validity or sufficiency of this Agreement, of
the Certificates or any prospectus used to offer the Certificates for sale or the validity, enforceability or sufficiency of any
Mortgage Loan or related document. Neither the Trustee nor the Certificate Administrator shall at any time have any responsibility
or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage Loan, or the perfection
and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect to the sufficiency
of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this Agreement. Without
limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible for: the existence,
condition and ownership of any Mortgaged Property; the existence of any hazard or other insurance thereon (other than if the Trustee
shall assume the duties of the Master Servicer or the


 



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Special Servicer pursuant to Section 7.02 of this Agreement,
in the Trustee’s capacity as Master Servicer or Special Servicer) or the enforceability thereof; the existence of any
Mortgage Loan or the contents of the related Mortgage File on any computer or other record thereof (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer); the validity of the assignment of any Mortgage Loan to the Trust
Fund or of any intervening assignment; the completeness of any Mortgage File (except for its review thereof pursuant to Section 2.03);
the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the Master Servicer or
the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer
or Special Servicer); the compliance by the Depositor, the Master Servicer, the Special Servicer or the Operating Advisor with
any warranty or representation made under this Agreement or in any related document or the accuracy of any such warranty or representation
prior to the Trustee’s receipt of notice or other discovery of any non-compliance therewith or any breach thereof; any
investment of moneys by or at the direction of the Master Servicer or any loss resulting therefrom (other than if the Trustee shall
assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the
Trustee’s capacity as Master Servicer or Special Servicer), it being understood that the Trustee shall remain responsible
for any Trust Fund property that it may hold in its individual capacity; the acts or omissions of any of the Depositor, the Master
Servicer, the Special Servicer or the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer
or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer
or Special Servicer) or any Sub-Servicer or any Mortgagor; any action of the Master Servicer, the Special Servicer or
the Operating Advisor (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant
to Section 7.02 of this Agreement, in the Trustee’s capacity as Master Servicer or Special Servicer) or
any Sub-Servicer taken in the name of the Trustee except to the extent such action is taken at the express written direction
of the Trustee; the failure of the Master Servicer or the Special Servicer or any Sub-Servicer to act or perform any duties
required of it on behalf of the Trust Fund or the Trustee as applicable hereunder; or any action by or omission of the Trustee
taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement, in the Trustee’s capacity
as Master Servicer or Special Servicer) unless the taking of such action is not permitted by the express terms of this Agreement;
provided, however, that the foregoing shall not relieve the Trustee or the Certificate Administrator, as applicable,
of its obligation to perform its duties as specifically set forth in this Agreement. Neither the Trustee nor the Certificate Administrator
shall be accountable for the use or application by the Depositor of any of the Certificates or of the proceeds of the sale of such
Certificates, or for the use or application of any funds paid to the Depositor, the Master Servicer or the Special Servicer in
respect of the Mortgage Loans or deposited in or withdrawn from the Collection Account, the Distribution Account, the Lock Box
Account, the Escrow Accounts, the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess Interest
Distribution Account or any other account maintained by or on behalf of the Master Servicer or the Special Servicer, other than
any funds held by the Trustee or the Certificate Administrator, as applicable. Neither the Trustee nor the Certificate Administrator
shall have responsibility for filing any financing or continuation statement in any public office at any time or to otherwise perfect
or maintain the perfection of any security interest or lien granted to it hereunder (unless in the case of the Trustee, the Trustee
shall


 



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have become the successor Master Servicer) or to record this Agreement. In making any calculation hereunder which includes
as a component thereof the payment or distribution of interest for a stated period at a stated rate “to the extent permitted
by applicable law,” the Trustee or the Certificate Administrator, as applicable, shall assume that such payment is so permitted
unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, has actual knowledge, or receives
an Opinion of Counsel (at the expense of the Person asserting the impermissibility) to the effect that such payment is not permitted
by applicable law.


 


Section 8.04      
Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate Administrator and any
agent of the Trustee or the Certificate Administrator, each, in its individual capacity or any other capacity, may become the owner
or pledgee of Certificates, and may deal with the Depositor and the Master Servicer in banking transactions, with the same rights
it would have if it were not Trustee, the Certificate Administrator or such agent, as the case may be.


 


Section 8.05      
Payment of Trustee/Certificate Administrator Fees and Expenses; Indemnification.


 


(a)        As compensation for the performance of its duties hereunder, the Trustee shall be paid its portion of the Trustee/Certificate
Administrator Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Trustee. As compensation for
the performance of its duties hereunder, the Certificate Administrator shall be paid its portion of the Trustee/Certificate Administrator
Fee, which shall cover recurring and otherwise reasonably anticipated expenses of the Certificate Administrator. The Certificate
Administrator shall pay the Trustee the Trustee’s portion of the Trustee/Certificate Administrator Fee. The Trustee/Certificate
Administrator Fee shall be paid monthly on a Mortgage Loan-by-Mortgage Loan basis. The Trustee/Certificate Administrator
Fee (which in each case shall not be limited by any provision of law in regard to the compensation of a trustee of an express trust) shall
constitute the Trustee’s and the Certificate Administrator’s sole form of compensation for all services rendered by
each of them in the execution of the trusts hereby created and in the exercise and performance of any of the powers and duties
of the Trustee or the Certificate Administrator, as applicable, hereunder. No Trustee/Certificate Administrator Fee shall be payable
with respect to any Companion Loan. In the event that the Trustee assumes the servicing responsibilities of the Master Servicer
or the Special Servicer hereunder pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the
Special Servicer, the Trustee shall be entitled to the compensation to which the Master Servicer or the Special Servicer, as the
case may be, would have been entitled.


 


(b)       Each
of the Trustee and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for all reasonable
expenses, disbursements and, except for Advances otherwise reimbursable hereunder, advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, pursuant to and in accordance with any of the provisions of this Agreement (including
the reasonable compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ)
to the extent such payments are “unanticipated expenses” as described in clause (d) below, except any such
expense, disbursement or advance as may arise from its negligence, bad


 



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faith or willful misconduct; provided, however,
that, subject to Section 8.01 and Section 8.02 of this Agreement, neither the Trustee nor the Certificate
Administrator shall refuse to perform any of its duties hereunder solely as a result of the failure to be paid the Trustee/Certificate
Administrator Fee or the Trustee’s expenses or the Certificate Administrator’s expenses, as applicable.


 


The Master Servicer and
the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable out-of-pocket expenses incurred
or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer or the Special
Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master Servicer or the
Special Servicer, in accordance with any of the provisions of this Agreement (and including the reasonable fees and expenses and
disbursements of its counsel and all other persons not regularly in its employ), except any such expenses as may arise from the
negligence or bad faith of the Trustee.


 


(c)        Each
of the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian, the Trustee,
the Depositor, the Master Servicer and the Special Servicer (each, an “Indemnifying Party”) shall indemnify
the Trustee, the Paying Agent, the Authenticating Agent, the Certificate Administrator, the Certificate Registrar, the Custodian
and their respective Affiliates and each of the directors, officers, employees and agents of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Administrator, the Certificate Registrar, the Custodian and their respective Affiliates (each,
an “Indemnified Party”) for, and hold each of them harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying Party’s respective
willful misconduct, bad faith, fraud and/or negligence in the performance of each of its respective obligations or duties hereunder
or by reason of negligent disregard of its respective obligations and duties hereunder. Each of the Paying Agent, the Authenticating
Agent, the Trustee, the Certificate Registrar, the Custodian and the Certificate Administrator shall indemnify each of the Master
Servicer and the Special Servicer and its Affiliates and each of the directors, officers, employees and agents of each of the
Master Servicer and the Special Servicer and its Affiliates (each, a “Servicer Indemnified Party”) for, and
hold each of them harmless against, any and all claims, losses, damages, penalties, fines, forfeitures, reasonable and necessary
legal fees and related costs, judgments, and any other costs, fees and expenses that the Servicer Indemnified Party may sustain
in connection with this Agreement (including, without limitation, reasonable fees and disbursements of counsel incurred by the
Servicer Indemnified Party in any action or proceeding between the Trustee, the Paying Agent, the Authenticating Agent, the Certificate
Registrar, the Custodian or the Certificate Administrator, as applicable, and the Servicer Indemnified Party or between the Servicer
Indemnified Party and any third party or otherwise) related to the Trustee’s, the Authenticating Agent’s, the Paying
Agent’s, the Certificate Registrar’s, the Custodian’s or the Certificate Administrator’s respective willful
misconduct, bad faith, fraud and/or negligence in the performance of each of its respective


 



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duties hereunder or by reason of negligent disregard
of its respective obligations and duties hereunder. Each of the Authenticating Agent, the Paying Agent, the Certificate Registrar,
the Custodian, the Certificate Administrator and the Trustee shall indemnify the Depositor, each Sponsor, any employee, director
or officer of the Depositor or any Sponsor, and the Trust Fund (each an “Other Indemnified Party”) for, and
hold each of them harmless against, any loss, liability or reasonable expense (including, without limitation, reasonable attorneys’
fees and expenses incurred by the Other Indemnified Party in any action or proceeding between the Authenticating Agent, the Paying
Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as applicable, and the Other Indemnified
Party or between the Other Indemnified Party and any third party or otherwise) incurred by such parties (i) as a result of
any willful misconduct, bad faith, fraud or negligence in the performance of the obligations or duties of the Authenticating Agent,
the Paying Agent, the Certificate Registrar, the Custodian, the Certificate Administrator or the Trustee, as the case may be, or
by reason of negligent disregard of the Authenticating Agent, the Paying Agent’s, the Certificate Registrar’s, the
Custodian’s, the Certificate Administrator’s or the Trustee’s, as the case may be, obligations or duties hereunder,
or (ii) as a result of the breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar, the Custodian,
the Certificate Administrator or the Trustee, as the case may be, of any of its representations or warranties contained herein,
or (iii) as a result of or relating to a violation of the Exchange Act or Regulation RR if such violation, in whole or in part,
results from or arises out of a breach by the Authenticating Agent, the Paying Agent, the Certificate Registrar or the Certificate
Administrator, as the case may be, of any of its obligations under Section 5.02(f) and Section 5.03(i)
of this Agreement.


 


(d)       The
Trust Fund shall indemnify each Indemnified Party from, and hold it harmless against, any and all claims, losses, damages, penalties,
fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and any other costs, fees and expenses that
the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel and of all persons not regularly in its employ incurred by the Indemnified Party in any action or proceeding between
the Trust Fund and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect
of this Agreement or the Certificates, in each case to the extent and only to the extent, such payments are expressly reimbursable
under this Agreement, or are unanticipated expenses (as defined below), other than (i) those resulting from the negligence,
fraud, bad faith or willful misconduct, or negligent disregard of obligations and duties hereunder, of the Indemnified Party and
(ii) except to the extent such amounts are not paid pursuant to this Section 8.05, those as to which such Indemnified
Party is entitled to indemnification pursuant to Section 8.05(c). The term “unanticipated expenses” shall
include any fees, expenses and disbursements of the Trustee or the Certificate Administrator or any separate trustee or co-trustee
or certificate administrator appointed hereunder, only to the extent such fees, expenses and disbursements were not reasonably
anticipated as of the Closing Date, and the losses, liabilities, damages, claims or incremental expenses (including reasonable
attorneys’ fees) incurred or, except in the case of an Advance otherwise reimbursable hereunder, advanced by an Indemnified
Party in connection with (i) a default under any Mortgage Loan and (ii) any litigation arising out of this Agreement,
including, without limitation, under Section 2.04, Section 3.10, the third paragraph of Section 3.11,
Section 4.05 and


 






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Section 7.01 of this Agreement. The right of reimbursement of the Indemnified Parties
under this Section 8.05(d) shall be senior to the rights of all Certificateholders.


 


(e)        Notwithstanding
anything herein to the contrary, this Section 8.05 shall survive the termination or maturity of this Agreement or
the resignation or removal of the Trustee or the Certificate Administrator, as applicable, as regards rights accrued prior to
such resignation or removal and (with respect to any acts or omissions during their respective tenures) the resignation,
removal or termination of the Master Servicer, the Special Servicer, the Paying Agent, the Authenticating Agent, the Certificate
Registrar or the Custodian.


 


(f)        This Section 8.05 shall be expressly construed to include, but not be limited to, such indemnities, compensation,
expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate to any environmental law
or environmental matter.


 


Section 8.06      
Eligibility Requirements for the Trustee and the Certificate Administrator. Each of the Trustee and the Certificate
Administrator hereunder shall at all times be a corporation or association organized and doing business under the laws of any state
or the United States of America, authorized under such laws to exercise corporate trust powers and to accept the trust conferred
under this Agreement, having a combined capital and surplus of at least $100,000,000, and subject to supervision or examination
by federal or state authority, and the Trustee shall not be an Affiliate of any other member of the Restricted Group (other than
an Underwriter and, during any period when the Trustee has assumed the duties of the Master Servicer pursuant to Section 7.02,
the Master Servicer). Neither the Trustee nor the Certificate Administrator shall be the Third Party Purchaser or a Risk Retention
Affiliate of the Third Party Purchaser. The Trustee is required to maintain (A) a rating on its unsecured long term-debt of at
least “BBB+” by S&P, (B) a rating on its unsecured long term-debt of at least “A” by Fitch or
a rating on its short-term debt of at least “F1” by Fitch and (C) a rating on its unsecured long term-debt of at least
“A” by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and
Fitch); provided, however, that Wilmington Trust, National Association as the initial trustee will be deemed to have met
the eligibility requirements in (A) through (C) above for so long as (a) it has a rating on its unsecured long-term debt of at
least “BBB” from S&P and a short term debt rating of at least “A-2” from S&P, (b) it has a rating
on its unsecured long-term debt of at least “BBB” by Fitch or a rating on its short-term debt of at least “F2”
by Fitch, (c) it has a rating on its unsecured long-term debt of at least “A(low)” by DBRS and a rating on its short-term
debt of at least “R-1(low) by DBRS (or, if not rated by DBRS, an equivalent rating by two (2) other NRSROs (which may include
S&P and Fitch)) and (d) the Master Servicer has (i) a rating on its unsecured long-term debt of at least “A” by
S&P and a rating on its short-term debt of at least “A-1” from S&P, (ii) a rating on its unsecured long-term
debt of at least “A” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (iii) a
rating on its unsecured long-term debt of at least “A” by DBRS (or, if not rated by DBRS, an equivalent rating by two
(2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s rating requirement set forth
above in this sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation).
In addition, the Trustee shall satisfy the requirements for a trustee contemplated by clause (a)(4)(i) of Rule 3a-7 under the Investment
Company Act. The Certificate Administrator is required to maintain a


 



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rating on its unsecured long term debt of at least (A) “BBB+”
by S&P (or “BBB” by S&P if the Certificate Administrator’s unsecured short term debt is rated at least
“A-2” by S&P), (B) “BBB+” by Fitch and (C) at least “BBB” by DBRS (or, if not rated by
DBRS, an equivalent rating by two (2) other NRSROs (which may include S&P and Fitch) (or, in the case of any Rating Agency’s
rating requirement set forth above in this sentence, such other rating with respect to which the applicable Rating Agency has provided
a Rating Agency Confirmation). If a corporation or association publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority, then for purposes of this Section the combined
capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent
report of condition so published. In the event that the place of business from which the Trustee or the Certificate Administrator,
as applicable, administers the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income
of a Trust REMIC (other than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee or the Certificate
Administrator, as applicable, shall elect either to (i) resign immediately in the manner and with the effect specified in
Section 8.07, (ii) pay such tax from its own funds and continue as Trustee or Certificate Administrator, as applicable,
or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such a tax. In case at any time
the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of this Section, the
Trustee or the Certificate Administrator, as applicable, shall resign immediately in the manner and with the effect specified in
Section 8.07.


 


Section 8.07      
Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate
Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other
such party, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Certificateholders, the Serviced Companion Loan Holders and, for posting to the Rule 17g-5 Information Provider’s
Website pursuant to Section 12.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such notice
of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable,
with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator,
as applicable, and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator,
as applicable, shall have been so appointed and have accepted appointment within 90 days after the giving of such notice of
resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction
for the appointment of a successor Trustee or Certificate Administrator, as applicable, and such petition will be an expense of
the Trust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable,
shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection
with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee).


 


If at any time either
the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34
and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance
with the provisions of Section 8.06 and shall fail to resign after written request therefor by the Depositor or Master
Servicer, or if at any time either the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Trustee or the


 



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Certificate Administrator, as applicable, or of its property shall be
appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as applicable, or
of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee
or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as
applicable, by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as applicable, so
removed and to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates entitled to more
than 50% of the Voting Rights of all of the Certificates may at any time, with prior written notice, remove the Trustee or the
Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument
or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set
of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to the Trustee
(in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection
with the removal of the Trustee), one complete set to the Trustee or Certificate Administrator, as applicable, so removed and one
complete set to the successor Trustee or Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered
to the Serviced Companion Loan Holders.


 


In the event that the
Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights
and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combinations shall be terminated, other
than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all
fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement,
with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until
the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator,
as applicable, will bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency
in connection with its termination or removal; provided that if the Trustee or the Certificate Administrator, as applicable,
is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as
provided in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses
of the Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations
(including, if applicable, custody of any Mortgage Files in its possession) of the Trustee or Certificate Administrator, as applicable,
to a successor trustee or certificate administrator.


 


Any resignation or removal
of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable,
pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment
by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.08 and (ii)
the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated
by the fifth paragraph of Section 10.07.


 


Upon the resignation
or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07),
at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned
or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed


 



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(without recourse, representation
or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2019-B15
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15” or in blank, and (B) in
the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause,
recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with
respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement
and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B)
above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession.
If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate,
be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust
(for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and
during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination
Event, after consultation with the Controlling Class Representative).


 


Section 8.08      
Successor Trustee or Successor Certificate Administrator.


 


(a)       Any
successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute,
acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate
Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation
or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee
or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the
rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or
Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each
Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. In connection with the appointment
of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver
to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor,
the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as
applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and
certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers,
duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08
unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible
under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or
any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator.


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor
shall mail notice of


 



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the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates
at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such
notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor
Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.


 


(b)       Any successor Trustee or Certificate Administrator appointed pursuant to this Agreement shall satisfy the eligibility requirements
set forth in Section 8.06 hereof.


 


Section 8.09      
Merger or Consolidation of the Trustee or the Certificate Administrator. Any entity into which the Trustee or the
Certificate Administrator may be merged or converted, or with which the Trustee or the Certificate Administrator, as applicable,
may be consolidated, or any entity resulting from any merger, conversion or consolidation to which the Trustee or the Certificate
Administrator, as applicable, shall be a party, or any entity succeeding to the corporate trust business of the Trustee or the
Certificate Administrator, as applicable, shall be the successor of the Trustee or the Certificate Administrator, as applicable,
hereunder, provided such entity shall be eligible under the provisions of Section 8.06 without the execution or filing
of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary notwithstanding.


 


Section 8.10      
Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions hereof, at any time, for
the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund, the assets thereof or any
property securing the same may at the time be located, the Depositor and the Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons to act (at the expense of (i) the Trustee, if the need
to appoint such co-trustee(s) arises from any change in or matter relating to the identity, organization, status, power, conflicts,
internal policy or other development or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint
such co-trustee(s) arises from a change in applicable law or the identity, status or power of the Trust Fund; provided,
however, that in the event the need to appoint such co-trustee(s) arises from a combination of the events described
in clause (i) and clause (ii), the expense shall be split evenly between the Trustee and the Trust Fund; and provided,
further, that in the event the need to appoint such co-trustee(s) arises from none of the events described in clause (i)
and clause (ii), such appointment shall be at the expense of the Trust Fund) as co-trustee or co-trustees, jointly
with the Trustee, or separate trustee or separate trustees, of all or any part of the Trust Fund, and to vest in such Person or
Persons, in such capacity, such title to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not be in existence or shall not have joined in such appointment within 15 days after the receipt by it of
a request so to do, or in case a Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have
the power to make such appointment. Except as required by applicable law, the appointment of a co-trustee or separate trustee
shall not relieve the Trustee of its responsibilities, obligations and liabilities hereunder. No co-trustee or separate trustee
hereunder shall be required to meet the terms of eligibility as a successor Trustee under


 



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Section 8.06 hereunder and
no notice to Holders of Certificates of the appointment of co-trustee(s) or separate trustee(s) shall be required
under Section 8.08 hereof.


 


In the case of any appointment
of a co-trustee or separate trustee pursuant to this Section 8.10, all rights, powers, duties and obligations conferred
or imposed upon the Trustee shall be conferred or imposed upon and exercised or performed by the Trustee and such separate trustee
or co-trustee jointly (it being understood that such separate trustee or co-trustee is not authorized to act separately
without the Trustee joining in such act), except to the extent that under any law of any jurisdiction in which any particular act
or acts are to be performed (whether as Trustee hereunder or as successor to the Master Servicer hereunder), the Trustee shall
be incompetent or unqualified to perform such act or acts, in which event such rights, powers, duties and obligations (including
the holding of title to the Trust Fund or any portion thereof in any such jurisdiction) shall be exercised and performed by
such separate trustee or co-trustee solely at the direction of the Trustee.


 


The Depositor and the
Trustee acting jointly may at any time accept the resignation of or remove any separate trustee or co-trustee, or if the separate
trustee or co-trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of or remove any separate
trustee or co-trustee.


 


Any notice, request or
other writing given to the Trustee shall be deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any separate trustee or co-trustee shall refer to this
Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee. Each separate
trustee and co-trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property specified
in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject to all the
provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of, affecting the
liability of, or affording protection to, the Trustee. In no event shall any such separate trustee or co-trustee be entitled
to any provision relating to the conduct of, affecting the liability of, or affording protection to, such separate trustee or co-trustee
that imposes a standard of conduct less stringent than that imposed on the Trustee hereunder, affording greater protection than
that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee hereunder.


 


Any separate trustee
or co-trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate trustee or co-trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor trustee.


 


Section 8.11      
Access to Certain Information.


 


(a)      
The Trustee, the Certificate Administrator and the Custodian shall afford to any Privileged Person (including the Operating
Advisor and the related Directing Holder) access to any documentation (other than any Privileged Information) regarding the


 



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Mortgage
Loans or the other assets of the Trust Fund that are in its possession or within its control. Such access shall be afforded without
charge but only upon reasonable prior written request and during normal business hours at the offices of the Trustee, the Certificate
Administrator or the Custodian, as applicable.


 


(b)        
The Certificate Administrator shall maintain at its offices (or, in the case of the Mortgage Files, the Certificate Administrator
shall maintain or cause to be maintained at its offices or the offices of a Custodian appointed by it) (and, upon reasonable prior
written request and during normal business hours, shall make available or cause to be made available) for review by any Privileged
Person originals and/or copies of the following items (to the extent such items were prepared by or delivered to the Certificate
Administrator (or a Custodian appointed by it)):


 


(i)          
the Prospectus;


 


(ii)        
 this Agreement, each Sub-Servicing Agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto;


 


(iii)         all
Certificate Administrator reports made available to holders of each relevant Class of Certificates since the Closing Date;


 


(iv)        all
Distribution Date Statements and all CREFC® reports actually delivered or otherwise made available to Certificateholders
pursuant to Section 4.02 of this Agreement since the Closing Date;


 


(v)        
the annual assessments as to compliance (in the case of the Master Servicer and the Special Servicer) and the Officer’s
Certificates delivered by the Master Servicer and the Special Servicer to the Certificate Administrator since the Closing Date
pursuant to Section 10.10 of this Agreement;


 


(vi)        
the annual independent public accountants’ servicing report caused to be delivered by the Master Servicer and the
Special Servicer to the Certificate Administrator since the Closing Date pursuant to Section 10.10 of this Agreement;


 


(vii)      
the most recent inspection report prepared by or on behalf of the Master Servicer or the Special Servicer, as applicable,
and delivered to the Certificate Administrator in respect of each Mortgaged Property pursuant to Section 3.18 of this
Agreement;


 


(viii)     
any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to
which the environmental testing contemplated by Section 3.10(e) of this Agreement revealed that neither of the conditions
set forth in clauses (i) and (ii) thereof was satisfied;


 


(ix)        
the Mortgage Files, including any and all modifications, waivers and amendments of the terms of the Mortgage Loans (or the
Serviced Loan Combinations) entered into or consented to by the Master Servicer, the Special


 



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Servicer, any Outside Servicer or
any Outside Special Servicer and delivered to the Certificate Administrator (or a Custodian appointed by it) pursuant to Section 3.24
of this Agreement;


 


(x)         
the summary of each Final Asset Status Report delivered to the Certificate Administrator pursuant to Section 3.21(b)
of this Agreement and the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Master Servicer
or the Special Servicer, as applicable, and delivered to the Certificate Administrator for each Mortgaged Property, together with
the other information specified in Section 4.02(b) of this Agreement;


 


(xi)        
any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support
its or the Master Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable
Advance;


 


(xii)       
notice of termination or resignation of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Trustee, any Outside Servicer, any Outside Special Servicer or any Outside Trustee
(and appointments of successors thereto);


 


(xiii)      
all Special Notices;


 


(xiv)      
any Third Party Reports (or updates of Third Party Reports) delivered to the Certificate Administrator in electronic format;
and


 


(xv)       
any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A;


 


provided that any such Privileged
Person that is a Certificateholder or Certificate Owner shall have delivered to the Certificate Administrator an appropriate Investor
Certification; and provided, further, that in no event shall an Excluded Controlling Class Holder be entitled
to Excluded Information with respect to an Excluded Controlling Class Mortgage Loan with respect to which it is a Borrower
Party.


 


Subject to the two (2)
provisos to the previous sentence, the Certificate Administrator shall provide, or cause to be provided, copies of any and all
of the foregoing items upon reasonable written request of any of the parties set forth in the previous sentence.


 


The Certificate Administrator
shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.


 






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Article
IX



TERMINATION; OPTIONAL MORTGAGE LOAN PURCHASE


 


Section 9.01      
Termination; Optional Mortgage Loan Purchase.


 


(a)         
The respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee created hereby with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as hereinafter set forth and to make any required remittances to the Serviced Companion Loan Holders in the
month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate immediately following
the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer, the Master Servicer or
Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein) then included in the
Trust Fund pursuant to subsection (c), (ii) the exchange by the Remaining Certificateholder of its Certificates
for all the Mortgage Loans and REO Properties (or interests therein) then included in the Trust Fund pursuant to subsection (h)
and (iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created hereby
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date hereof. All such payments as contemplated by
the preceding paragraph shall be deposited into the Collection Account by the Master Servicer or Special Servicer, as applicable,
promptly following receipt thereof.


 


(b)        
In connection with a termination contemplated by Section 9.01(a) of this Agreement, the Trust REMICs outstanding
shall be terminated and the assets of the Lower-Tier REMIC shall be sold or otherwise disposed of in connection therewith,
pursuant to a “plan of complete liquidation” within the meaning of Code Section 860F(a)(4)(A) providing for
the actions contemplated by the provisions hereof pursuant to which the applicable Notice of Termination is given and requiring
that the assets of the Lower-Tier REMIC shall be sold for cash and that each such Trust REMIC shall terminate on a Distribution
Date occurring not more than 90 days following the date of adoption of the plan of complete liquidation. For purposes of this
Section 9.01(b), the Notice of Termination given pursuant to Section 9.01(c) shall constitute the
adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate
Administrator in the final federal income tax returns of each Trust REMIC. Notwithstanding the termination of the Trust REMICs,
or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for the Trust REMICs and
for the Grantor Trust for the period ending with such termination, and shall maintain books and records with respect to the Trust
REMICs and the Grantor Trust for the period for which it maintains its own tax returns or other reasonable period.


 






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(c)         
The Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may
(or, if such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer
or, if none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to this Agreement (whereupon the Master
Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the
Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of
any such Mortgage Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion
Loan Holder(s) provided for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired
by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside
Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash,
equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special
Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to
such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase,
the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together
with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances
and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have
been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of
its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to this Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans and other assets
of the Trust Fund pursuant to this Section 9.01(c) shall be borne by the party exercising its purchase rights
hereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant
to this subsection (c).


 


(d)        
If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (h) of
this Section 9.01, the Certificate Administrator shall determine as soon as practicable the Distribution Date on which
the Certificate Administrator reasonably anticipates, based on information with respect to the Mortgage Loans previously provided
to it, that the final distribution will be made (i) to the Holders of outstanding Regular Certificates and to the Certificate
Administrator in respect of the Lower-Tier Regular Interests, notwithstanding that such distribution may be insufficient to


 



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distribute in full an amount equal to the remaining Certificate Balance or Lower-Tier Principal Balance, as applicable, of
each such Class of Certificates and Lower-Tier Regular Interests, together with amounts required to be distributed on
such Distribution Date pursuant to Section 4.01 of this Agreement (or, if the Regular Certificates are no longer
outstanding, to the Holders of the Class R Certificates) and (ii) to the Holders of the Grantor Trust Certificates, of any
amount remaining in the Collection Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution
Account, the Excess Interest Distribution Account and/or the Excess Liquidation Proceeds Reserve Account, as applicable, in any
case, following the later to occur of (a) the receipt or collection of the last payment due on any Mortgage Loan included
in the Trust Fund or (b) the liquidation or disposition pursuant to Section 3.17 of this Agreement of the last
asset held by the Trust Fund.


 


(e)         
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed by the Certificate
Administrator to affected Certificateholders at their addresses shown in the Certificate Register (with a copy to the Master Servicer,
the Special Servicer and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13
of this Agreement, the Rule 17g-5 Information Provider) as soon as practicable after the Certificate Administrator shall
have received, given or been deemed to have received a Notice of Termination but in any event not more than thirty days, and
not less than ten days, prior to the Anticipated Termination Date. The notice mailed by the Certificate Administrator to affected
Certificateholders shall:


 


(i)          
specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates
of the Classes specified therein;


 


(ii)         
specify the amount of any such final distribution, if known; and


 


(iii)        
state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates
at the office of the Paying Agent therein specified.


 


If the Trust Fund is
not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly mail notice thereof
to each affected Certificateholder.


 


(f)         
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust
Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section 9.01
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the


 



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Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with this Section 9.01.


 


(g)        
For purposes of this Section 9.01, the Remaining Certificateholder shall have the first option to terminate
the Trust Fund pursuant to subsection (h), and then the Holders of the Controlling Class representing more than 50%
of the Certificate Balance of the Controlling Class, and then the Special Servicer, and then the Master Servicer, and then the
Holders of Class R Certificates representing more than 50% of the Percentage Interests in such Class, in each of the last
four cases, pursuant to subsection (c).


 


(h)        
Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D
Notional Amount and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-3, Class A-4,
Class A-5, Class A-AB, Class A-S, Class B, Class C, Class D and Class E Certificates
are reduced to zero, the Remaining Certificateholder shall have the right to exchange all of its Certificates (but excluding the
Class R Certificates) for all of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest
in any REO Property acquired with respect to the Outside Serviced Mortgage Loans) remaining in the Trust Fund as contemplated by
clause (ii) of Section 9.01(a) by giving written notice to all the parties hereto no later than 60 days
prior to the anticipated date of exchange; provided that such Remaining Certificateholder shall pay the Master Servicer
an amount equal to (i) the product of (A) the Prime Rate, (B) the aggregate Certificate Balance of the then-outstanding
Principal Balance Certificates as of the day of the exchange and (C) three, divided by (ii) 360. In the event that the
Remaining Certificateholder elects to exchange all of the Certificates (other than the Class R Certificates) for all
of the Mortgage Loans and each REO Property (and including the Trust Fund’s interest in any REO Property acquired with respect
to the Outside Serviced Mortgage Loans) remaining in the Trust Fund in accordance with the preceding sentence, such Remaining Certificateholder,
not later than the Termination Date, shall deposit in the Collection Account an amount in immediately available funds equal to
all amounts due and owing to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
and the Trustee hereunder through the date of the liquidation of the Trust Fund that may be withdrawn from the Collection Account
or a Distribution Account, but only to the extent that such amounts are not already on deposit in the Collection Account. Upon
confirmation that such final deposits have been made and following the surrender of all remaining Certificates (other than the
Class R Certificates) by the Remaining Certificateholder on the Termination Date, the Custodian shall, upon receipt of a Request
for Release from the Master Servicer, release or cause to be released to the Remaining Certificateholder or any designee thereof,
the Mortgage Files for the remaining Mortgage Loans and shall execute all assignments,


 



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endorsements and other instruments furnished
to it by the Remaining Certificateholder as shall be necessary to effectuate transfer of the Mortgage Loans and REO Properties
(and including the Trust Fund’s interest in any REO Property acquired with respect to the Outside Serviced Mortgage Loans)
remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Section 9.01. Thereafter,
the Trust Fund and the respective obligations and responsibilities under this Agreement of the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee (other than the making of certain payments
to Certificateholders and Serviced Companion Loan Holders, sending of certain notices, the maintenance of books and records and
the preparation and filing of final tax returns), shall terminate. Such transfers shall be subject to any rights of any Sub-Servicers
to service (or to perform select servicing functions with respect to) the Mortgage Loans. For federal income tax purposes,
the Remaining Certificateholder shall be deemed to have purchased the assets of the Lower-Tier REMIC for an amount equal to
the remaining Certificate Balance of its remaining Certificates (other than the Class R Certificates), plus accrued and unpaid
interest with respect thereto, and the Certificate Administrator shall credit such amounts against amounts distributed in respect
of the Lower-Tier Regular Interests and such Certificates. The remaining Mortgage Loans and REO Properties (or the Trust’s
interests therein) are deemed distributed to the Remaining Certificateholder in liquidation of the Trust Fund pursuant to this
Section 9.01.


 


Article
X



EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


Section 10.01  
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article X
of this Agreement is to facilitate compliance by the Depositor and any Other Depositor with the provisions of Regulation AB and
the related rules and regulations of the Commission. The Depositor shall not, and no Other Depositor may, exercise its rights to
request delivery of information or other performance under these provisions other than in good faith, or for purposes other than
compliance with the Act, the Exchange Act and the Sarbanes-Oxley Act. The parties hereto acknowledge that interpretations of
the requirements of Regulation AB may change over time due to interpretive guidance provided by the Commission or its staff, and
agree to comply with reasonable requests made by the Depositor, or any Other Depositor, in good faith for delivery of information
under these provisions on the basis of such evolving interpretations of Regulation AB. In connection with the Benchmark 2019-B15
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15, and any Serviced Companion Loan Securities,
each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator, any Other Depositor
and any Other Exchange Act Reporting Party, as applicable, to deliver to the Depositor or Other Depositor, as applicable (including
any of its assignees or designees), any and all statements, reports, certifications, records and any other information in its possession
or reasonably available to it and necessary in the reasonable good faith determination of the Depositor, the Certificate Administrator,
any Other Depositor or any Other Exchange Act Reporting Party, as applicable, to permit the Depositor or any Other Depositor, as
applicable, to comply with the provisions of Regulation AB, together with such disclosures relating to the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the
Trustee, as


 



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applicable, and any Sub-Servicer, or the servicing of the Mortgage Loans and Serviced Loan Combinations, reasonably
believed by the Depositor or any Other Depositor, as applicable, to be necessary in order to effect such compliance.


 


Section 10.02  
Succession; Sub-Servicers; Subcontractors.


 


(a)         
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act
(in addition to any requirements contained in Section 10.07 of this Agreement), in connection with the succession to
the Master Servicer, the Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the extent such Sub-Servicer
is a “servicer” as contemplated by Item 1108(a)(2) of Regulation AB) or succession to the Certificate Administrator
under this Agreement by any Person (i) into which the Master Servicer, the Special Servicer, such Sub-Servicer or Certificate
Administrator may be merged or consolidated, or (ii) which may be appointed as a successor to the Master Servicer, the Special
Servicer, any such Sub-Servicer or Certificate Administrator, the Certificate Administrator (or, in the case of a successor
to the Certificate Administrator, the Trustee) shall provide to the Depositor, as well as any Other Depositor as to which the applicable
Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment as long
as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise
no later than one (1) Business Day after such effective date, (x) written notice to the Depositor and each such Other Depositor
of such succession or appointment and (y) in writing and in form and substance reasonably satisfactory to the Depositor and
each such Other Depositor, all information relating to such successor (which such successor Master Servicer, Special Servicer,
Sub-Servicer or Certificate Administrator shall be required to provide) reasonably requested by the Depositor or any such Other
Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange Act (if such
reports under the Exchange Act are required to be filed under the Exchange Act). The Certificate Administrator (or the Trustee,
if applicable) shall provide similar notice to the Depositor and each such Other Depositor in connection with any resignation or
termination of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator. In addition, with
respect to each Serviced Companion Loan, the Certificate Administrator shall comply with the Trust’s obligations under each
Co-Lender Agreement (including with respect to the provision of any required notices) in connection with any resignation, termination,
replacement or appointment of the Master Servicer, the Special Servicer, any Sub-Servicer or the Certificate Administrator
or any successor thereto.


 


(b)        
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
if the Master Servicer, the Special Servicer, any Sub-Servicer, the Custodian, the Trustee and the Certificate Administrator
(each of the Master Servicer, the Special Servicer, the Custodian, the Trustee and the Certificate Administrator and each Sub-Servicer,
for purposes of this Section 10.02(b), Section 10.02(c), Section 10.02(d) and Section 10.17,
a “Servicer”) utilizes one or more Subcontractors to perform certain of its obligations hereunder, such Servicer
shall promptly upon request provide to the Depositor, as well as any Other Depositor as to which the applicable Serviced Companion
Loan is affected, a written description (in form and


 



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substance satisfactory to the Depositor and each such Other Depositor) of
the role and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicer during the preceding
calendar year, specifying (i) the identity of such Subcontractor, and (ii) which elements of the Servicing Criteria will
be addressed in assessments of compliance provided by each such Subcontractor. Each Servicer shall cause any Subcontractor determined
to be a Servicing Function Participant used by such Servicer for the benefit of the Depositor to comply with the provisions of
Section 10.09 and Section 10.10 of this Agreement to the same extent as if such Subcontractor were such
Servicer. Such Servicer shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and deliver to the applicable Persons any assessment
of compliance report and related accountant’s attestation required to be delivered by such Subcontractor under Section 10.09
and Section 10.10 of this Agreement, in each case, as and when required to be delivered.


 


(c)         
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
notwithstanding the foregoing, if a Servicer engages a Subcontractor in connection with the performance of any of its duties under
this Agreement, such Servicer shall be responsible for determining whether such Subcontractor is a “servicer” within
the meaning of Item 1101 of Regulation AB and whether such Subcontractor meets the criteria in Item 1108(a)(2)(i), (ii) or
(iii) of Regulation AB. If a Servicer determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation
AB, then the engagement of such Subcontractor shall not be effective unless and until notice is given to the Depositor and the
Certificate Administrator, as well as any Other Depositor as to which the applicable Companion Loan is affected, of any such Subcontractor
and sub-servicing agreement and, if such Subcontractor is engaged by the Master Servicer or the Special Servicer, such Subcontractor
shall be deemed to be a Sub-Servicer for purposes of this Agreement. Written notice of the engagement of such Subcontractor
and the related Sub-Servicing Agreement (other than such agreements set forth on Exhibit S hereto) (with respect
to the Master Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) shall be delivered
to the Depositor, the Certificate Administrator and each such Other Depositor at least five (5) Business Days prior to the effective
date of such engagement. Such notice shall contain all information reasonably necessary, and in such form as may be necessary,
to enable the Certificate Administrator, as well as any Other Exchange Act Reporting Party as to which the applicable Serviced
Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07
of this Agreement (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(d)        
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
notwithstanding the foregoing and subject to Section 3.01(c) of this Agreement, if the Master Servicer or the Special
Servicer engages a Sub-Servicer or if any other Servicer engages a sub-servicer, in each case, in connection with the performance
of any of the duties of the Master Servicer, the Special Servicer or such other Servicer, as applicable, under this Agreement and
the related Sub-Servicing


 



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Agreement (with respect to the Master Servicer or the Special Servicer) or sub-servicing agreement
(with respect to any other Servicer) is either (i) assigned (other than, in the case of a Sub-Servicer engaged by the Master
Servicer, an assignment to the Master Servicer) or (ii) amended or modified and the Master Servicer, the Special Servicer or such
other Servicer, as applicable, determines that, as a result of such amendment or modification, the Sub-Servicer or sub-servicer,
as applicable, would become a “servicer” within the meaning of Item 1101 of Regulation AB that (1) meets the criteria
in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB or (2) meets the criteria in Item 1108(a)(2)(iii) of Regulation AB and services
20% or more of the pool assets, then the Master Servicer, the Special Servicer or such other Servicer, as applicable, shall provide
written notice of such amendment, modification or assignment to the Depositor and the Certificate Administrator, as well as any
Other Depositor as to which the applicable Companion Loan is affected at least five (5) Business Days prior to the effective date
of such amendment, modification or assignment (or if such prior notice would be violative of applicable law or any applicable confidentiality
agreement, no later than the time required under Section 10.07 of this Agreement). Such notice shall contain all information
reasonably necessary, and in such form as may be necessary, to enable the Certificate Administrator, as well as any Other Exchange
Act Reporting Party as to which the applicable Serviced Companion Loan is affected, to accurately and timely report the event under
Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(e)         
For so long as the Trust or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
in connection with the succession to the Trustee or Certificate Administrator under this Agreement by any Person (i) into
which the Trustee or Certificate Administrator may be merged or consolidated, or (ii) which may be appointed as a successor
to the Trustee or Certificate Administrator, the Trustee or Certificate Administrator, as applicable, shall notify the Depositor
and each Other Depositor, at least ten (10) Business Days prior to the effective date of such succession or appointment (or if
such prior notice would be violative of applicable law or any applicable confidentiality agreement, no later than the time required
under Section 10.07 of this Agreement) and shall furnish pursuant to Section 10.07 of this Agreement to
the Depositor and each Other Depositor in writing and in form and substance reasonably satisfactory to the Depositor and each Other
Depositor, all information reasonably necessary for the Certificate Administrator, the Trustee and each Other Exchange Act Reporting
Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to Section 10.07 of this Agreement
or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


Section 10.03  
Filing Obligations.


 


(a)         
The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the
Certificate Administrator and the Trustee shall (and shall cause (or, in the case of a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to)
reasonably cooperate with the Depositor and each Other Depositor in connection with the satisfaction of the Trust’s and each
Other Securitization


 






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Trust’s reporting requirements under the Exchange Act. Pursuant to Section 10.04, Section 10.05
and Section 10.07, the Certificate Administrator shall prepare for execution by the Depositor any Forms 10-D,
ABS-EE, 10-K and 8-K required by the Exchange Act with respect to the Trust, in order to permit the timely filing thereof,
and the Certificate Administrator shall file (via the Commission’s Electronic Data Gathering and Retrieval System) such Forms
executed by the Depositor.


 


(b)        
In the event that the Certificate Administrator is unable to timely file with the Commission or deliver to any Other Depositor
or Other Exchange Act Reporting Party as to which the applicable Companion Loan is affected, all or any required portion of any
Form 8-K, 10-D, ABS-EE or 10-K required to be filed by this Agreement because required disclosure information
was either not delivered to it or delivered to it after the delivery deadlines set forth in this Agreement, the Certificate Administrator
shall promptly as soon as practicable, but in no event later than twenty-four (24) hours after determination (but if the next
calendar day is not a Business Day, then in no event later than 10:00 a.m., New York time, on the next Business Day), notify the
Depositor, such Other Depositor or Other Exchange Act Reporting Party thereof. In the case of Forms 10-D, ABS-EE and
10-K, the Depositor and the Certificate Administrator will thereupon cooperate to prepare and file a Form 12b-25 and
a Form 10-D/A, Form ABS-EE/A or Form 10-K/A, as applicable, pursuant to Rule 12b-25 of the Exchange
Act. In the case of Form 8-K, the Certificate Administrator will, upon receipt of all required Form 8-K Disclosure
Information, include such disclosure information on the next succeeding Form 10-D to be filed for the Trust. In the event
that any previously filed Form 8-K or Form 10-K needs to be amended, the Certificate Administrator will notify
the Depositor thereof, and such other parties as needed and the parties hereto will cooperate with the Certificate Administrator
to prepare any necessary Form 8-K/A or Form 10-K/A. In the event that any previously filed Form 10-D
or Form ABS-EE needs to be amended, the Certificate Administrator shall notify the Depositor thereof, and such other parties
as needed, and the parties hereto shall cooperate to prepare any necessary Form 10-D/A or Form ABS-EE/A. Any Form 12b-25
or any amendment to Form 8-K, Form 10-D, Form ABS-EE/A or Form 10-K shall be signed by an officer
of the Depositor. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties
under this Section 10.03 related to the timely preparation and filing of Form 12b-25 or any amendment to Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K is contingent upon such parties observing all applicable deadlines in
the performance of their duties under this Article X. The Certificate Administrator shall have no liability for any loss,
expense, damage, or claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely
file any such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K,
where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information
from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Forms 8-K,
Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.


 






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Section 10.04  
Form 10-D and Form ABS-EE Filings.


 


(a)         
Within 15 calendar days after each Distribution Date (subject to permitted extensions under the Exchange Act), the
Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D and Form ABS-EE then required
by the Exchange Act, in form and substance as then required by the Exchange Act; provided that, in connection with the filing
of the Prospectus and the Preliminary Prospectus with respect to the Public Certificates, the Depositor shall file any related
Form ABS-EE required to be filed with the Commission and incorporated by reference into each such document. The Certificate
Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement attached thereto; provided
that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of
the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is
required to be included on Form 10-D and/or Form ABS-EE (“Additional Form 10-D Disclosure”)
shall, pursuant to the following paragraph, be (i) reported by the parties set forth on Exhibit U to this Agreement
to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-D Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and each
such Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or
prepare any Additional Form 10-D Disclosure absent such reporting, direction and approval.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, within one (1) Business Day after
the related Distribution Date (using commercially reasonable efforts), but in no event later than noon (New York City time)
on the third Business Day after the related Distribution Date, (i) certain parties to this Agreement, as set forth on Exhibit U
to this Agreement, shall be required to provide to the Certificate Administrator, the Depositor, and each Other Exchange Act Reporting
Party and Other Depositor to which the particular Additional Form 10-D Disclosure is relevant for Exchange Act reporting purposes,
to the extent a Servicing Officer or Responsible Officer thereof has knowledge thereof (other than information required by Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer,
as the case may be, or any lawyer in the in-house legal department of such party) in EDGAR-Compatible Format (to the extent
available to such party in such format) or (in the case of asset-level information required by Item 1A on Form 10-D) XML
Format or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor and each such Other Exchange
Act Reporting Party, each such Other Depositor and such parties, the form and substance of the Additional Form 10-D Disclosure,
if applicable, (ii) the parties listed on Exhibit U to this Agreement shall include with such Additional Form 10-D
Disclosure applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on
Exhibit S, shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party
to the extent required under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in
the form attached as Exhibit W-1 to this Agreement (except with respect to the reporting of balances of the Collection
Account, each Loan Combination Custodial Account and each REO Account which shall be delivered in the form of Exhibit W-2
hereto, and the Special Servicer shall provide in the form of Exhibit W-2 any information relating to any REO Account
to be reported under


 



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“Item 9: Other Information” on Exhibit U to the Master Servicer within four (4) calendar days
after the related Distribution Date) and (iii) the Depositor shall approve, as to form and substance, or disapprove, as the
case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level
information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit U of its obligations to
provide Additional Form 10-D Disclosure that is true and accurate in all material respects and in compliance with all applicable
requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit U
to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D
Disclosure information. The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate
Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D or (in the case of asset-level
information required by Item 1A on Form 10-D) Form ABS-EE with respect to the Trust pursuant to this paragraph.


 


(b)        
Any Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) include the information
required by Rule 15Ga-1(a) of the Exchange Act concerning all assets of the Trust that were subject of a demand for the
repurchase of, or the substitution of a Qualified Substitute Mortgage Loan for, a Mortgage Loan contemplated by Section 2.04(a)
of this Agreement, (ii) include a reference to the most recent Form ABS-15G filed by the Depositor and the Commission’s
assigned “Central Index Key” for the Depositor, which information the Depositor shall deliver to the Certificate Administrator,
(iii) include a reference to the most recent Form ABS-15G filed by each Mortgage Loan Seller and the Commission’s
assigned “Central Index Key” for each such filer, which information each Mortgage Loan Seller is required to deliver
to the Certificate Administrator pursuant to Section 6(i) of the applicable Mortgage Loan Purchase Agreement, (iv) incorporate
by reference the Form ABS-EE filing for the related reporting period (which Form ABS-EE disclosures shall be filed at the
time of each filing of the applicable report on Form 10-D with respect to each Mortgage Loan that was part of the Mortgage
Pool during any portion of the related reporting period), (v) to the extent such information is provided to the Certificate Administrator
by the Master Servicer in the form of Exhibit W-2 hereto for inclusion therein within the time period described
in this Section 10.04, the balances of the Collection Account, each Loan Combination Custodial Account and each REO
Account (to the extent the related information has been received from the Special Servicer within the time period specified in
this Section 10.04), in each case as of the related Distribution Date and as of the immediately preceding Distribution
Date and (vi) the balance of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account
and the Excess Liquidation Proceeds Reserve Account, in each case as of the related Distribution Date and as of the immediately
preceding Distribution Date.


 


(c)         
With respect to any Mortgage Loan that permits Additional Debt or mezzanine debt in the future, the Certificate Administrator
shall include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the Master Servicer
(with respect to Non-Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional
Debt or mezzanine debt) or the


 



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Special Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer
has knowledge or notice of any applicable Additional Debt or mezzanine debt)) the identity of such Mortgage Loan and, to the extent
such information is received by the Certificate Administrator from the Master Servicer (with respect to Non-Specially Serviced
Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt or mezzanine debt) or the Special
Servicer (with respect to Specially Serviced Mortgage Loans as to which the Special Servicer has knowledge or notice of any applicable
Additional Debt or mezzanine debt), substantially in the form of Exhibit W-3 (A) the amount of any such Additional
Debt or mezzanine debt, as applicable, that is incurred during the related Collection Period, (B) the total debt service coverage
ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable, and (C) the aggregate
LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt or mezzanine debt, as applicable.


 


(d)        
The Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number
on the cover of Forms 10-D and ABS-EE for each reporting period: Name: Richard Simpson, Telephone: (212) 816-5343.
The Certificate Administrator may rely without further investigation that this information remains correct unless and until the
Depositor provides the Certificate Administrator with a new individual’s name and phone number in writing.


 


(e)         
Upon receipt of the Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant
to Section 11.01(b), the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on
the Form 10-D relating to the Collection Period in which such Asset Review Report Summary was delivered, and (ii) post such
Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt
of such Asset Review Report Summary from the Asset Representations Reviewer.


 


(f)         
To the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate
with other Certificateholders or Certificate Owners pursuant to Section 5.07, the Certificate Administrator shall include
on the Form 10-D relating to the reporting period in which such request was received disclosure regarding the request to communicate,
and such disclosure is required to include the following and no more than the following: (a) the name of the Certificateholder
or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate
Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating
with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d)
a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder
or Certificate Owner.


 


(g)        
At the time required under Section 10.04(a), the Certificate Administrator shall file each Form ABS-EE with
a copy of the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 4.02(b)
as Exhibit 102 thereto. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect
to such Form ABS-EE pursuant to Section 4.02(b), the Certificate


 



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Administrator shall file such Schedule AL Additional
File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC®
Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review, redact, reconcile,
edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File
or Schedule AL Additional File. The Certificate Administrator shall not be deemed to have actual knowledge of the contents of any
CREFC® Schedule AL File or Schedule AL Additional File solely by its receipt thereof.


 


(h)        
After preparing the Forms 10-D and ABS-EE with respect to the Trust, the Certificate Administrator shall forward
electronically copies of such Forms 10-D and ABS-EE (together with the related CREFC® Schedule AL File
and any Schedule AL Additional File received by the Certificate Administrator) to the Depositor for review no later than seven
(7) calendar days after the related Distribution Date or, if the 7th calendar day after the related Distribution Date
is not a Business Day, the immediately preceding Business Day. The Master Servicer shall reasonably cooperate with the Depositor
to answer any questions that the Depositor may pose to the Master Servicer regarding the data or information contained in, or omitted
from, any CREFC® Schedule AL File or Schedule AL Additional File (other than questions regarding (1) the accuracy
as of the Closing Date of data that had been included in the Initial Schedule AL File or the Initial Schedule AL Additional File
or (2) changes made to such CREFC® Schedule AL File or Schedule AL Additional File by the Certificate Administrator
following receipt from the Master Servicer). The Certificate Administrator, the Master Servicer and the Depositor shall each, to
the extent related to such party’s obligations hereunder, reasonably cooperate to remedy any filing errors regarding any
CREFC® Schedule AL File or any Schedule AL Additional File as soon as possible. Within four (4) Business Days after
receipt of copies of such Forms 10-D and ABS-EE from the Certificate Administrator, but no later than two (2) Business
Days prior to the 15th calendar day after the related Distribution Date, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D and Form ABS-EE,
respectively, and an officer of the Depositor shall sign the Form 10-D and Form ABS-EE with respect to the Trust and
return an electronic or fax copy of each of the signed Form 10-D and Form ABS-EE (with an original executed hard copy
to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed Form 10-D and Form ABS-EE
(in electronic form or by fax copy), the Certificate Administrator shall deem such reports to be approved by the Depositor and
shall proceed with filing such reports with the Commission. If a Form 10-D or Form ABS-EE with respect to the Trust
cannot be filed on time or if a previously filed Form 10-D or Form ABS-EE with respect to the Trust needs to be amended,
the Certificate Administrator will follow the procedures set forth in Section 10.03(b) of this Agreement. Promptly
after filing with the Commission, the Certificate Administrator will make available on its internet website a final executed copy
of each Form 10-D and Form ABS-EE with respect to the Trust prepared and filed by the Certificate Administrator. The
signing party at the Depositor can be contacted at Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 6th Floor,
New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com,
with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention:
Raul Orozco,


 



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telecopy number: (347) 394-0898, e-mail: raul.d.orozco@citi.com, and with a copy to Citigroup Commercial
Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy
number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or such other address as the Depositor may direct. The
parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.04
related to the timely preparation and filing of Form 10-D and Form ASB-EE with respect to the Trust is contingent
upon such parties observing all applicable deadlines in the performance of their duties under this Section 10.04. The
Certificate Administrator shall have no liability for any loss, expense, damage, or claim arising out of or with respect to any
failure to properly prepare, arrange for execution and/or timely file any Form 10-D or Form ABS-EE with respect to
the Trust, where such failure results because required disclosure information was either not delivered to the Certificate Administrator
or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting from its
own negligence, bad faith or willful misconduct.


 


(i)          
Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-D
with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written
notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which
notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature
for such filing pursuant to Section 10.04(h) of this Agreement.


 


Section 10.05  
Form 10-K Filings.


 


(a)         
Within 90 days after the end of each fiscal year of the Trust (it being understood that the fiscal year of the Trust
ends on December 31 of each year) or such earlier date as may be required by the Exchange Act (the “10-K Filing
Deadline”), commencing within 90 days after December 31, 2019, the Certificate Administrator shall prepare
and file on behalf of the Trust any Form 10-K then required by the Exchange Act, in form and substance as then required
by the Exchange Act. Each such Form 10-K with respect to the Trust shall include the following items, in each case to
the extent they have been delivered to the Certificate Administrator (in the form required by this Agreement) within the applicable
time frames set forth in this Agreement:


 


(i)          
an annual compliance statement for each Certifying Servicer and each Additional Servicer engaged by each Certifying Servicer,
as described under Section 10.08; provided that the related signature pages may be delivered separately from such compliance
statement;


 






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(ii)         
 (A)         the annual reports on assessment of compliance with Servicing Criteria for each Reporting Servicer, as described
under Section 10.09; and


 


(B)          
if any such report on assessment of compliance with Servicing Criteria described under Section 10.09 identifies
any material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance
of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps
taken to remedy such instance of noncompliance), or if such report on assessment of compliance with Servicing Criteria described
under Section 10.09 is not included as an exhibit to such Form 10-K, disclosure that such report is not included
and an explanation why such report is not included;


 


(iii)          (A)         the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.10;
and


 


(B)         
if any registered public accounting firm attestation report described under Section 10.10 identifies any material
instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm
attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an
explanation why such report is not included; and


 


(iv)         
a certification in the form attached to this Agreement as Exhibit X, with such changes as may be necessary or
appropriate as a result of changes promulgated by the Commission (the “Sarbanes-Oxley Certification”), which
shall, except as described below, be signed by the senior officer of the Depositor in charge of securitization; provided that the
related signature pages may be delivered separately.


 


Any disclosure or information
in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”)
shall, pursuant to the second following paragraph, be (i) reported by the parties set forth on Exhibit V to this Agreement
to the Depositor, the Certificate Administrator and any Other Depositor and Other Exchange Act Reporting Party to which such Additional
Form 10-K Disclosure is relevant for Exchange Act reporting purposes and (ii) approved by the Depositor and such
Other Depositor, and the Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare
any Additional Form 10-K Disclosure, absent such reporting, direction and approval.


 


Not later than the end
of each fiscal year for which the Trust is required to file a Form 10-K, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Custodian, the Operating Advisor and the Trustee shall provide the other parties to this Agreement
and the Mortgage Loan Sellers with written notice of the name and address of each Servicing Function Participant retained by such
party, if any, during such fiscal year. Not later than the end of each fiscal year for which the Trust is required to file a Form 10-K,
the Certificate Administrator shall,


 



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upon request (which can be in the form of electronic mail and which may be continually effective),
provide to each Mortgage Loan Seller written notice of any change in the identity of any party to this Agreement, including the
name and address of any new party to this Agreement.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, no later than March 1, commencing
in March 2020, (i) the parties listed on Exhibit V to this Agreement shall be required to provide (and (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to provide)
to the Certificate Administrator, the Depositor and each Other Exchange Act Reporting Party and Other Depositor to which the particular
Additional Form 10-K Disclosure is relevant for Exchange Act reporting purposes, to the extent a Servicing Officer or a Responsible
Officer, as the case may be, thereof has actual knowledge (other than information required by Item 1117 of Regulation AB as
to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or
any lawyer in the in-house legal department of such party), in EDGAR-Compatible Format (to the extent available to such
party in such format) or in such other format as otherwise agreed upon by the Certificate Administrator, the Depositor, each such
Other Exchange Act Reporting Party, each such Other Depositor and such providing parties, the form and substance of any Additional
Form 10-K Disclosure described on Exhibit V to this Agreement applicable to such party, (ii) the parties listed
on Exhibit V to this Agreement shall include with such Additional Form 10-K Disclosure applicable to such party
and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S, shall use commercially
reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required under Regulation AB to
provide, and if received, include, an Additional Disclosure Notification in the form attached as Exhibit W to this
Agreement, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion
of the Additional Form 10-K Disclosure on Form 10-K with respect to the Trust; provided that any Depositor’s
approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit V of its obligations to
provide Additional Form 10- K Disclosure that is true and accurate in all material respects and in compliance with all applicable
requirements of the Securities Act and the Exchange Act, and the rules and regulations promulgated thereunder. The Certificate
Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit V
to this Agreement of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K
Disclosure information. The Depositor will be responsible for any reasonable fees assessed and expenses incurred by the Certificate
Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K with respect to the Trust pursuant
to this paragraph.


 


After preparing a Form 10-K
with respect to the Trust, the Certificate Administrator shall forward electronically a preliminary copy of such Form 10-K
to the Depositor for review no later than March 15 in the year immediately following the year as to which such Form 10-K
relates, or, if March 15 is not a Business Day, on the immediately following Business Day. Within three (3) Business Days
after receipt of such copy, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically)
of any changes or approval to such preliminary Form 10-K. The Certificate Administrator shall provide a complete Form 10-K


 



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with respect to the Trust to the Depositor for review no later than March 21 in the year immediately following the year as
to which such Form 10-K relates, or if March 21 is not a Business Day, on the immediately following Business Day. Within
three (3) Business Days after receipt of such complete Form 10-K, the Depositor shall notify the Certificate Administrator
in writing (which may be furnished electronically) of any changes or approval to such complete Form 10-K. No later than
5:00 p.m. (New York City time) on the third Business Day prior to the 10-K Filing Deadline, a senior officer of the Depositor
shall sign the Form 10-K with respect to the Trust and return an electronic or fax copy of such signed Form 10-K
(with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. Upon receipt of such signed
Form 10-K (in electronic form or by fax copy), the Certificate Administrator shall deem such report to be approved by
the Depositor and shall proceed with filing such report with the Commission. If a Form 10-K with respect to the Trust
cannot be filed on time or if a previously filed Form 10-K with respect to the Trust needs to be amended, the Certificate
Administrator will follow the procedures set forth in Section 10.03(b). Promptly after filing with the Commission,
the Certificate Administrator will make available on the Certificate Administrator’s Website a final executed copy of each
Form 10-K prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at
Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson,
telecopy number: (646) 328-2943, e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage
Securities Inc., 390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898,
e-mail: raul.d.orozco@citi.com, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street,
17th Floor, New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.05 related to the timely preparation and filing of Form 10-K
with respect to the Trust is contingent upon the parties to this Agreement (and any Additional Servicer or Servicing Function Participant
engaged or utilized, as applicable, by any such parties) observing all applicable deadlines in the performance of their duties
under this Section 10.05. The Certificate Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file any Form 10-K
with respect to the Trust, where such failure results because required disclosure information was either not delivered to the Certificate
Administrator or delivered to the Certificate Administrator after the delivery deadlines set forth in this Agreement, not resulting
from its own negligence, bad faith or willful misconduct.


 


(b)        
Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1)
has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.” The Depositor hereby instructs the Certificate Administrator, with respect to each Form 10-K
with respect to the Trust, to check “yes” for each item unless the Certificate Administrator has received prior written
notice (which may be furnished electronically) from the Depositor that the answer should be “no” for an item which
notice shall be delivered to the Certificate Administrator no later than the day on which the Depositor provided its signature
for such filing pursuant to Section 10.05(a) of this Agreement.


 






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Section 10.06  
Sarbanes-Oxley Certification. Each Form 10-K with respect to the Trust shall include a Sarbanes-Oxley
Certification in the form attached to this Agreement as Exhibit X required to be included therewith pursuant to the
Sarbanes-Oxley Act. The Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset
Representations Reviewer (in the case of the Asset Representations Reviewer, solely with respect to reporting periods in which
the Asset Representations Reviewer is required to deliver an Asset Review Report Summary), the Custodian and the Trustee shall
provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to
any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization
Trust (the “Certifying Person”) no later than March 1 in the year immediately following the year as to
which such Form 10-K relates or, if March 1 is not a Business Day, on the immediately following Business Day, a certification
in the form attached to this Agreement as Exhibit Y-1, Exhibit Y-2, Exhibit Y-3,
Exhibit Y-4, Exhibit Y-5, Exhibit Y-6, Exhibit Y-7 and Exhibit Y-8,
as applicable, on which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s
officers, directors and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably
rely. With respect to each Outside Serviced Mortgage Loan serviced under an Outside Servicing Agreement, the Certificate Administrator
shall use commercially reasonable efforts to procure, and upon receipt deliver to the Certifying Person, a Sarbanes-Oxley back-up
certification similar in form and substance to the certifications referenced in the preceding sentence, from the related Outside
Servicer, the related Outside Special Servicer, the related Outside Paying Agent and the related Outside Trustee. In the event
any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement
or primary servicing agreement, as the case may be, such Reporting Servicer shall provide a certification to the Certifying Person
pursuant to this Section 10.06 with respect to the period of time it was subject to this Agreement or the applicable
sub-servicing or primary servicing agreement, as the case may be.


 


Section 10.07  
Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure on
Form 8-K (each such event, a “Reportable Event”), or if requested by the Depositor, the Certificate Administrator
shall prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act, provided that the Depositor
shall file the initial Form 8-K with respect to the Trust in connection with the issuance of the Certificates. Any disclosure
or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form
8-K Disclosure Information”) that is approved by the Depositor shall, pursuant to the following paragraph, be reported
by the applicable parties set forth on Exhibit Z to this Agreement to the Depositor, the Certificate Administrator
and each Other Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for
Exchange Act reporting purposes, and the Certificate Administrator will have no duty or liability for any failure hereunder to
determine or prepare any Form 8-K Disclosure Information or any Form 8-K with respect to the Trust, absent such reporting,
direction and approval.


 


For so long as the Trust
or any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, to the extent a Servicing Officer
or Responsible Officer thereof


 



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has actual knowledge of such event (other than Item 1117 of Regulation AB as to such party
which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in
the in-house legal department of such party), within one (1) Business Day after the occurrence of a Reportable Event (using
commercially reasonable efforts), but in no event later than 1:00 p.m. (New York City time) on the second Business Day after
the occurrence of a Reportable Event, (i) the parties set forth on Exhibit Z to this Agreement shall be required
to provide (and (i) with respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer,
shall use commercially reasonable efforts to cause such Servicing Function Participant to provide, and (ii) with respect to
any other Servicing Function Participant of such party (other than any party to this Agreement), shall cause such Servicing Function
Participant to provide) to the Depositor, the Certificate Administrator and each Other Depositor and Other Exchange Act Reporting
Party to which the particular Form 8-K Disclosure Information is relevant for Exchange Act reporting purposes, in EDGAR-Compatible
Format (to the extent available to such party in such format) or in such other format as otherwise agreed upon by the Depositor,
the Certificate Administrator, each such Other Depositor, each such Other Exchange Act Reporting Party and such providing parties
any Form 8-K Disclosure Information described on Exhibit Z to this Agreement as applicable to such party, if applicable
(ii) the parties listed on Exhibit Z to this Agreement shall include with such Form 8-K Disclosure Information
applicable to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit S,
shall use commercially reasonable efforts to cause such Sub-Servicer) and Subcontractor of such party to the extent required
under Regulation AB to provide, and if received, include, an Additional Disclosure Notification in the form attached hereto as
Exhibit W-1, and (iii) the Depositor will approve, as to form and substance, or disapprove, as the case may
be, the inclusion of the Form 8-K Disclosure Information on Form 8-K with respect to the Trust; provided that any
Depositor’s approval pursuant to this clause (iii) shall not relieve any parties listed on Exhibit Z of
its obligations to provide Form 8 K Disclosure Information that is true and accurate in all material respects and in compliance
with all applicable requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit Z
of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.
The Depositor will be responsible for any reasonable fees assessed or expenses incurred by the Certificate Administrator in connection
with including any Form 8-K Disclosure Information on Form 8-K with respect to the Trust pursuant to this paragraph.


 


With respect to any Loan
Combination, (i) upon receipt of any notice of execution or amendment of an Outside Servicing Agreement or an Outside Serviced
Co-Lender Agreement with respect to an Outside Serviced Mortgage Loan or notice of any Reportable Event with respect to any
Outside Service Provider of an Outside Serviced Mortgage Loan, the Trustee or the Certificate Administrator, as the case may be,
shall promptly notify the Depositor of such notice and cooperate with the Depositor to prepare and file on behalf of the Trust
any Form 8-K, as required by the Exchange Act and (ii) upon the execution of any amendment to a related Co-Lender Agreement,
the Master Servicer, the Special Servicer or the Trustee, as the case may be, executing such amendment on behalf of the Trust shall
promptly notify the Depositor and the Certificate Administrator of such execution and cooperate with the Depositor and the Certificate
Administrator to prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act.


 






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After preparing any Form 8-K
with respect to the Trust, the Certificate Administrator shall forward electronically a copy of the Form 8-K to the Depositor
for review no later than 1:00 p.m. (New York City time) on the third Business Day after the related Reportable Event (but
in no event earlier than 24 hours after having received approved Form 8-K Disclosure Information pursuant to the immediately
preceding paragraph). Promptly, but no later than the close of business on the third Business Day after the related Reportable
Event, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes
to or approval of such Form 8-K. No later than noon on the fourth Business Day after the related Reportable Event, a duly
authorized representative of the Depositor shall sign the Form 8-K with respect to the Trust and return an electronic
or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate
Administrator. If a Form 8-K with respect to the Trust cannot be filed on time or if a previously filed Form 8-K
with respect to the Trust needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.03(b)
of this Agreement. Promptly after filing with the Commission, the Certificate Administrator will, make available on its internet
website a final executed copy of each Form 8-K with respect to the Trust, to the extent such Form 8-K has been
prepared and filed by the Certificate Administrator. The signing party at the Depositor can be contacted at Citigroup Commercial
Mortgage Securities Inc., 388 Greenwich Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number:
(646) 328-2943, e-mail: richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc.,
390 Greenwich Street, 5th Floor, New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898, e-mail:
raul.d.orozco@citi.com, and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor,
New York, New York 10013, Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com,
or such other address as the Depositor may direct. The parties to this Agreement acknowledge that the performance by the Certificate
Administrator of its duties under this Section 10.07 related to the timely preparation and filing of Form 8-K
with respect to the Trust is contingent upon such parties observing all applicable deadlines in the performance of their duties
under this Section 10.07. The Certificate Administrator shall have no liability for any loss, expense, damage, claim
arising out of or with respect to any failure to properly prepare and/or timely file any Form 8-K with respect to the
Trust, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis,
any information from the parties to this Agreement needed to prepare, arrange for execution or file such Form 8-K, not
resulting from its own negligence, bad faith or willful misconduct.


 


In the case of a Form
8-K that is filed by or on behalf of the Trust or any Other Securitization Trust as a result of the termination, removal, resignation
or any other replacement of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or any Sub-Servicer
or Subcontractor of any of the foregoing parties (to the extent such Sub-Servicer or Subcontractor is a “servicer”
as contemplated by Item 1108(a)(2) of Regulation AB) under this Agreement, the proposed successor Master Servicer, Special Servicer,
Trustee, Certificate Administrator, Sub-Servicer or Subcontractor, as applicable, shall, as a condition to such succession
and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such termination,
removal, resignation or other replacement pursuant to this Agreement, provide to the Certificate Administrator and the Depositor
on or before the date of such proposed succession the following: (i) any information (including, but not limited to, disclosure
information) required for the Trust to comply in a timely manner with applicable filing


 



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requirements under Items 1.01 and 6.02
of Form 8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information
that are substantially similar to those delivered by the initial Master Servicer, the initial Special Servicer, the initial Trustee,
the initial Certificate Administrator or the initial Sub-Servicer, as the case may be, or their respective counsel, in connection
with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.


 


Section 10.08  
Annual Compliance Statements. The Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian
and, if it has made an Advance during the applicable calendar year, the Trustee shall furnish (and each of the Master Servicer,
the Special Servicer, the Custodian and the Certificate Administrator (i) with respect to any Additional Servicer of such
party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Additional Servicer
to furnish, and (ii) with respect to any other Additional Servicer of such party (other than any party to this Agreement),
shall cause such Additional Servicer to furnish) (each such Additional Servicer and each of the Master Servicer, the Special Servicer,
the Custodian, the Certificate Administrator and the Trustee (if applicable), a “Certifying Servicer”) to the
Certificate Administrator, the Serviced Companion Loan Holders (or, in the case of a Serviced Companion Loan that is part of an
Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only
in the case of an Officer’s Certificate furnished by the Special Servicer and the Depositor on or before March 1 of
each year, commencing in March 2020, an Officer’s Certificate (together with a copy thereof in EDGAR-Compatible
Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other
Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) stating, as to the signer
thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof
and of such Certifying Servicer’s performance under this Agreement, or the applicable Sub-Servicing Agreement or primary
servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) to
the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under
this Agreement, or the applicable Sub-Servicing Agreement or primary servicing agreement in the case of an Additional Servicer,
in all material respects throughout such year or portion thereof, or, if there has been a failure to fulfill any such obligation
in any material respect, specifying each such failure known to such officer and the nature and status thereof. The Master Servicer
and the Special Servicer shall, and the Master Servicer and the Special Servicer shall cause (or, in the case of an Additional
Servicer that is a Mortgage Loan Seller Sub-Servicer, shall use its commercially reasonable efforts to cause) each Additional
Servicer hired by it to, forward a copy of each such statement to, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative and, for posting to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13, the Rule 17g-5 Information Provider. Promptly after receipt of each such Officer’s
Certificate, the Depositor (and, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable
Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate and, if applicable, consult
with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, respectively, or any
related Additional Servicer with which the Master Servicer or the Special Servicer, as applicable, has entered into a servicing
relationship with respect to the Mortgage Loans or the Companion Loans in the fulfillment of any Certifying Servicer’s obligations
hereunder or under the applicable sub-servicing or primary servicing


 



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agreement. The obligations of each Certifying Servicer
under this Section apply to each Certifying Servicer that serviced a Mortgage Loan or Companion Loan during the applicable
period, whether or not the Certifying Servicer is acting in such capacity at the time such Officer’s Certificate is required
to be delivered.


 


With respect to each
Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall request,
and upon receipt deliver to the Depositor, from a “Servicing Officer” or “Responsible Officer” (as such
terms are defined in the applicable Outside Servicing Agreement), as applicable, of the related Outside Servicer, Outside Special
Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator an Officer’s Certificate
in form and substance similar to the Officer’s Certificate described in this Section or such other form as is set forth
in the Outside Servicing Agreement.


 


Section 10.09  
Annual Reports on Assessment of Compliance With Servicing Criteria.


 


(a)         
On or before March 1 of each year commencing in March 2020, the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during the applicable
calendar year, the Trustee, each at its own expense, shall furnish (and each of the preceding parties, as applicable, (i) with
respect to any Servicing Function Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially
reasonable efforts to cause such Servicing Function Participant to furnish, and (ii) with respect to any other Servicing Function
Participant of such party (other than any party to this Agreement), shall cause such Servicing Function Participant to furnish)
(each Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor, any Servicing
Function Participant and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee,
as the case may be, a “Reporting Servicer”) to the Certificate Administrator, the Trustee, the Serviced Companion
Loan Holders (or, in the case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other
Depositor and Other Exchange Act Reporting Party), the Operating Advisor (only in the case of a report furnished by the Special
Servicer) and the Depositor, a report on an assessment of compliance with the Relevant Servicing Criteria (together with a copy
thereof in EDGAR-Compatible Format, or in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator,
the applicable Other Depositor, the applicable Other Exchange Act Reporting Party and the applicable Certifying Servicer) that
complies in all material respects with the requirements of Item 1122 of Regulation AB and contains (A) a statement
by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement
that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such
Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of the end of and for the preceding
calendar year, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion
of each such failure and the nature and status thereof and (D) a statement that a registered public accounting firm has issued
an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant


 



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Servicing Criteria as of and
for such period. Copies of all compliance reports delivered pursuant to this Section 10.09 shall be provided to any
Certificateholder, upon the written request thereof, by the Certificate Administrator.


 


Each such report shall
be addressed to the Depositor and each Other Depositor (if addressed) and signed by an authorized officer of the applicable company,
and shall address each of the Relevant Servicing Criteria specified on a certification substantially in the form of Exhibit O
to this Agreement delivered to the Depositor on the Closing Date. Promptly after receipt of each such report, (i) the Depositor
and each Other Depositor may review each such report and, if applicable, consult with the each Reporting Servicer as to the nature
of any material instance of noncompliance with the Relevant Servicing Criteria, and (ii) the Certificate Administrator shall
confirm that the assessments, taken individually address the Relevant Servicing Criteria for each party as set forth on Exhibit O
to this Agreement and notify the Depositor of any exceptions. For the avoidance of doubt, the Trustee shall have no obligation
or duty to determine whether any such report (other than any such report furnished by the Trustee or any Servicing Function Participant
of the Trustee) is in form and substance in compliance with the requirements of Regulation AB.


 


(b)        
On the Closing Date, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
and the Operating Advisor each acknowledge and agree that Exhibit O to this Agreement sets forth the Relevant Servicing
Criteria for such party.


 


(c)         
No later than the end of each fiscal year for the Trust, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Custodian, the Operating Advisor and, if it has made (or is required to make) an Advance during such fiscal year, the Trustee
shall notify the Certificate Administrator, the Depositor, each Other Exchange Act Reporting Party and each Other Depositor as
to the name of each Servicing Function Participant utilized by it, and the Certificate Administrator shall notify the Depositor
and each Other Depositor as to the name of each Servicing Function Participant utilized by it, during such fiscal year, and each
such notice will specify what specific Servicing Criteria will be addressed in the report on assessment of compliance prepared
by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if applicable), the Operating Advisor and any Servicing Function Participant submit their assessments pursuant to
Section 10.09(a) of this Agreement, such parties will also at such time include the assessment (and related attestation
pursuant to Section 10.10 of this Agreement) of each Servicing Function Participant engaged by it. The fiscal year
for the Trust shall be January 1 through and including December 31 of each calendar year.


 


(d)        
In the event the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if it
has made, or is required to make, an Advance during the applicable period) or the Operating Advisor is terminated or resigns pursuant
to the terms of this Agreement, such party shall provide, and each such party shall cause (or, if the Servicing Function Participant
is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause) any Servicing Function Participant
of such party to provide (and the Master Servicer, the Special Servicer and the Certificate Administrator shall, with respect to
any Servicing Function Participant that resigns or is


 



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terminated under any applicable servicing agreement, cause such Servicing
Function Participant (or, in the case of each Servicing Function Participant that is a Mortgage Loan Seller Sub-Servicer, shall
use commercially reasonable efforts to cause such Servicing Function Participant) to provide) an annual assessment of compliance
pursuant to this Section 10.09, coupled with an attestation as required in Section 10.10 of this Agreement
with respect to the period of time that the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian,
the Trustee (if it has made, or is required to make, an Advance during such period of time) or the Operating Advisor was subject
to this Agreement or the period of time that the applicable Servicing Function Participant was subject to such other servicing
agreement.


 


With respect to each
Outside Serviced Mortgage Loan serviced under the applicable Outside Servicing Agreement, the Certificate Administrator shall use
commercially reasonable efforts to obtain, and upon receipt deliver to the Depositor, an annual report on assessment of compliance
as described in this Section and an attestation as described in Section 10.10 from the related Outside Servicer,
Outside Special Servicer, Outside Custodian, Outside Trustee and Outside Paying Agent or Outside Certificate Administrator and
in form and substance similar to the annual report on assessment of compliance described in this Section 10.09 and
the attestation described in Section 10.10.


 


Section 10.10  
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing
in March 2020, the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Operating Advisor
and, if it has made (or is required to make) an Advance during the applicable calendar year, the Trustee, each at its own expense,
shall cause (and each of the preceding parties, as applicable, (i) with respect to any Servicing Function Participant of such
party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing Function
Participant to cause, and (ii) with respect to any other Servicing Function Participant of such party (other than any party
to this Agreement), shall cause such Servicing Function Participant to cause) a registered public accounting firm (which may also
render other services to the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee,
the Operating Advisor or the applicable Servicing Function Participant, as the case may be) and that is a member of the American
Institute of Certified Public Accountants to furnish a report (together with a copy thereof in EDGAR-Compatible Format, or
in such other format as otherwise agreed upon by the Depositor, the Certificate Administrator, the applicable Other Depositor,
the applicable Other Exchange Act Reporting Party and the applicable party required to furnish, or cause to be furnished, such
report under this Section 10.10) to the Certificate Administrator, the Serviced Companion Loan Holders (or, in the
case of a Serviced Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange
Act Reporting Party), the Operating Advisor (only in the case of a report furnished on behalf of the Special Servicer) and the
Depositor, and, prior to the occurrence and continuance of a Consultation Termination Event, the Controlling Class Representative
and, for posting to the Rule 17g-5 Information Provider’s Website pursuant to Section 12.13 of this
Agreement, the Rule 17g-5 Information Provider, to the effect that (i) it has obtained a representation regarding
certain matters from the management of such Reporting Servicer, which includes an assertion that such Reporting Servicer has complied
with the Relevant Servicing Criteria and (ii) on the basis of an examination conducted by such firm in accordance with standards
for attestation engagements issued or adopted by the Public Company Accounting


 



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Oversight Board, it is expressing an opinion as
to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects,
or it is not expressing an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant
Servicing Criteria. In the event that an overall opinion cannot be expressed, such registered public accounting firm shall state
in such report why it was unable to express such an opinion. Each such related accountant’s attestation report shall be made
in accordance with Rules 1-02(a)(3) and 2-02(g) of Regulation S-X under the Act and the Exchange Act. Such report must
be available for general use and not contain restricted use language. Copies of such statement will be provided to any Certificateholder,
upon the written request thereof, by the Certificate Administrator.


 


Promptly after receipt
of such report from the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee (if applicable),
the Operating Advisor or any Servicing Function Participant, (i) the Depositor and each Other Depositor may review the report
and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
(if applicable) or the Operating Advisor as to the nature of any defaults by the Master Servicer, the Special Servicer, the Certificate
Administrator, the Custodian, the Trustee (if applicable), the Operating Advisor or any Servicing Function Participant with which
it has entered into a servicing relationship with respect to the Mortgage Loans or the Companion Loans, as the case may be, in
the fulfillment of any of the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the
Custodian’s, the Trustee’s (if applicable), the Operating Advisor’s or the applicable Servicing Function Participants’
obligations hereunder or under the applicable sub servicing or primary servicing agreement, and (ii) the Certificate Administrator
shall confirm that each accountants’ attestation report submitted pursuant to this Section relates to an assessment
of compliance meeting the requirements of Section 10.09 of this Agreement and notify the Depositor of any exceptions.


 


Section 10.11  
Significant Obligors.


 


(a)         
[Reserved]


 


(b)        
With respect to any Significant Obligor with respect to an Other Securitization Trust as to which the applicable Other Depositor
has notified the Master Servicer that such Significant Obligor with respect to such Other Securitization Trust exists, to the extent
that the Master Servicer is in receipt of the updated financial statements of such Significant Obligor for any calendar quarter
(other than the fourth calendar quarter of any calendar year), beginning with the first calendar quarter following receipt of notice
from the Other Depositor that such Significant Obligor with respect to such Other Securitization Trust exists, or the updated financial
statements of such Significant Obligor for any calendar year, beginning for the calendar year following such notice from the Other
Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor and the Other Exchange Act Reporting Party of
such Other Securitization Trust, on or prior to the day that occurs two (2) Business Days prior to the related Significant Obligor
NOI Quarterly Filing Deadline or four (4) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline,
as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or fourteen (14) or more Business Days prior to the related Significant


 



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Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net operating income of
such Significant Obligor for the applicable period as calculated by the Master Servicer in accordance with CREFC®
guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or less than fourteen (14) Business Days prior to the related Significant Obligor NOI Yearly
Filing Deadline, as applicable, such financial statements of such Significant Obligor, together with the net operating income of
such Significant Obligor for the applicable period as reported by the related Mortgagor in such financial statements.


 


If the Master Servicer
does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K,
as the case may be, of any Significant Obligor with respect to an Other Securitization Trust by the date on which such financial
information is required to be delivered under the related Loan Documents, the Master Servicer (i) shall use efforts consistent
with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of the related Other Depositor
under the Exchange Act) to obtain the periodic financial statements of the related Mortgagor under the related Loan Documents,
(ii) shall (and shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to) retain
written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Mortgagor to obtain the required
financial information, and (iii) if unsuccessful, shall, no later than five (5) Business Days prior to the related Significant
Obligor NOI Quarterly Filing Deadline or the related Significant Obligor NOI Yearly Filing Deadline, as applicable, forward an
Officer’s Certificate evidencing its attempts to obtain this information to the Other Exchange Act Reporting Party and Other
Depositor related to such Other Securitization Trust.


 


For the avoidance of
doubt, the Special Servicer shall be responsible for collecting the financial statements and calculating net operating income with
respect to Specially Serviced Mortgage Loans and REO Properties as provided in Section 3.03(a) and Section 4.02(b).


 


Section 10.12  
Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian and the Trustee (each an “Indemnifying Party”) shall
indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any employee, director or officer of
the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor or any Other Depositor within the
meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any claims, losses,
damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses (including
without limitation reasonable attorney’s fees and expenses related to the enforcement of this indemnity and the costs of
investigation, legal defense and any amounts paid in settlement of any claim or litigation) incurred by such indemnified party
arising out of: (i) the failure of any Indemnifying Party to perform its obligations under this Article X; (ii)
the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer)
to perform its obligations under this Article X; (iii) any untrue statement of a material fact contained in any information
(x) regarding the Indemnifying Party or any Servicing Function Participant, Additional Servicer or Subcontractor engaged by
it (other than any Mortgage Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or
any registered


 



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public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered
by or on behalf of such Indemnifying Party in connection with the performance of such Indemnifying Party’s obligations described
in this Article X, or the omission to state in any such information a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading; provided, that such Indemnifying Party shall
be entitled to participate at its own expense in any action arising out of the foregoing and the Depositor shall consult with such
Indemnifying Party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential
settlement terms related thereto (provided that any such consultation shall be non-binding); (iv) negligence, bad faith
or willful misconduct on the part of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator, the Custodian or the Trustee, as applicable, in the performance of such obligations; or
(v) any Deficient Exchange Act Deliverable with respect to such Indemnifying Party.


 


In addition, each of
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator,
the Custodian and the Trustee shall cooperate (and (i) with respect to each Servicing Function Participant and Additional Servicer
of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such Servicing
Function Participant or Additional Servicer to cooperate, and (ii) with respect to any other Servicing Function Participant or
Additional Servicer of such party, shall cause such Servicing Function Participant or Additional Servicer to cooperate) with the
Depositor or any Other Depositor, as applicable, as necessary for the Depositor or any Other Depositor, as applicable, to conduct
any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of
the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley
Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


 


In connection with comments
provided to the Depositor or any Other Depositor from the Commission regarding (x) information delivered by the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Custodian,
the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”),
(y) information regarding such Affected Reporting Party, and/or (z) information prepared by such Affected Reporting Party or any
registered public accounting firm, attorney or other agent retained by such party to prepare such information, which information
is contained in a report filed by the Depositor or any Other Depositor under the Reporting Requirements and which comments are
received subsequent to the Depositor’s or any Other Depositor’s filing of such report, the Depositor or any Other Depositor
shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected
Reporting Party shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s
or any Other Depositor’s response to the Commission, unless such Affected Reporting Party elects, with the consent of the
Depositor or any Other Depositor, as applicable (which consent shall not be unreasonably denied, withheld or delayed), to directly
communicate with the Commission and negotiate a response and/or resolution with the Commission; provided, if an Affected
Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer
shall receive copies of all material communications pursuant to this paragraph. If such election is


 



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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 any Other Depositor
informed of its progress with the Commission and copy the Depositor or any Other Depositor on all correspondence with the Commission
and provide the Depositor or any Other Depositor with the opportunity to participate (at the Depositor’s or Other Depositor’s
expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor or any Other Depositor shall
cooperate with such Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond
to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting
Party and to notify the Commission of such authorization. The Depositor (or any Other Depositor) and the applicable Affected Reporting
Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time
for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor
or any Other Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor or any Other Depositor,
as the case may be) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s
or any Other Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related
to the foregoing shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the
Depositor or any Other Depositor, as the case may be. Each of the Master Servicer, the Special Servicer, the Operating Advisor,
the Certificate Administrator, the Custodian and the Trustee shall use commercially reasonable efforts to cause any Servicing Function
Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions (or by inclusion
of a reference to, and an obligation to comply with, this paragraph) in the related sub-servicing or similar agreement.


 


The Master Servicer,
the Special Servicer, the Operating Advisor, the Custodian, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to indemnify and hold harmless each Certification Party, the Depositor, each Other Depositor, any
employee, director or officer of the Depositor or any Other Depositor, and each other person, if any, who controls the Depositor
or any Other Depositor within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act
from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs,
judgments and any other costs, fees and expenses (including without limitation reasonable attorneys’ fees and expenses related
to the enforcement of such indemnity and the costs of investigation, legal defense and any amounts paid in settlement of any claim
or litigation) incurred by such indemnified party arising out of (i) a breach of its obligations to provide any of the annual
compliance statements or annual servicing criteria compliance reports or attestation reports pursuant to the applicable sub-servicing
or primary servicing agreement, (ii) negligence, bad faith or willful misconduct on its part in the performance of such obligations,
(iii) other than in the case of the Operating Advisor, any failure by such Servicer (as defined in Section 10.02(b))
to identify a Servicing Function Participant pursuant to Section 10.02(c), or (iv) any Deficient Exchange Act Deliverable
with respect to such Servicing Function Participant.


 






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If the indemnification
provided for in, or contemplated by, any of the preceding paragraphs of this Section 10.12 is unavailable or insufficient
to hold harmless any Certification Party, the Depositor, any Other Depositor, any employee, director or officer of the Depositor
or any Other Depositor, or any other person who controls the Depositor or any Other Depositor within the meaning of either Section 15
of the Securities Act or Section 20 of the Exchange Act, then the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function
Participant (the “Performing Party”) shall contribute to the amount paid or payable to the indemnified party
as a result of the losses, claims, damages or liabilities of the indemnified party in such proportion as is appropriate to reflect
the relative fault of the indemnified party on the one hand and the Performing Party on the other in connection with a breach of
the Performing Party’s obligations pursuant to this Article X (or breach of its obligations under the applicable sub-servicing
or primary servicing agreement to provide any of the annual compliance statements or annual servicing criteria compliance reports
or attestation reports) or the Performing Party’s negligence, bad faith or willful misconduct in connection therewith. The
Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator shall cause each Servicing
Function Participant of such party that is not a Mortgage Loan Seller Sub-Servicer (and with respect to any Servicing Function
Participant of such party that is a Mortgage Loan Seller Sub-Servicer, shall use commercially reasonable efforts to cause such
Servicing Function Participant) to agree to the foregoing indemnification and contribution obligations. This Section 10.12
shall survive the termination of this Agreement or the earlier resignation or removal of the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate Administrator.


 


Section 10.13  
Amendments. This Article X may be amended by the parties hereto pursuant to Section 12.07 of this
Agreement for purposes of complying with Regulation AB, the Act or the Exchange Act and/or to conform to standards developed within
the commercial mortgage-backed securities market and the Sarbanes-Oxley Act or for purposes of designating the Certifying
Person without any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder,
notwithstanding anything to the contrary contained in this Agreement.


 


Section 10.14  
Regulation AB Notices. With respect to any notice required to be delivered by the Certificate Administrator to the
Depositor pursuant to this Article X, the Certificate Administrator may deliver such notice, notwithstanding any contrary
provision in this Agreement, via facsimile and electronic mail to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich
Street, 6th Floor, New York, New York 10013, Attention: Richard Simpson, telecopy number: (646) 328-2943, e-mail:
richard.simpson@citi.com, with a copy to Citigroup Commercial Mortgage Securities Inc., 390 Greenwich Street, 5th Floor,
New York, New York 10013, Attention: Raul Orozco, telecopy number: (347) 394-0898, e-mail: raul.d.orozco@citi.com,
and with a copy to Citigroup Commercial Mortgage Securities Inc., 388 Greenwich Street, 17th Floor, New York, New York 10013,
Attention: Ryan M. O’Connor, telecopy number: (646) 862-8988, e-mail: ryan.m.oconnor@citi.com, or to such
other


 






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address(es), facsimile numbers and/or electronic mail addresses as may be designated by the Depositor.


 


Section 10.15  
Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator
fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not
be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator
may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely
basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments
to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure
to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any
other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D
or Form ABS-EE or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith
or willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations
under this Article X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth
in, such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor gives written
notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s
failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K,
Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate
Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D, Form ABS-EE
or Form 10-K is so filed.


 


Section 10.16  
Termination of the Master Servicer or the Special Servicer. Notwithstanding anything to the contrary contained in
this Agreement, the Depositor may terminate the Master Servicer or the Special Servicer upon five (5) Business Days’ notice
if the Master Servicer or the Special Servicer, as applicable, fails to comply with any of its respective obligations under this
Article X; provided that such termination shall not be effective until a successor master servicer or special servicer,
as applicable, shall have accepted the appointment.


 


Section 10.17  
Termination of Sub-Servicing Agreements. For so long as the Trust or any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, each of the Master Servicer, the Special Servicer, the Custodian, the Certificate
Administrator and the Trustee, as applicable, shall (i) cause each Sub-Servicing Agreement (with respect to the Master
Servicer or the Special Servicer) or sub-servicing agreement (with respect to any other Servicer) to which it is a party to
entitle the Depositor to terminate such agreement (without compensation, termination fee or the consent of any other Person) at
any time following any failure of the applicable Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act
reporting items that such Sub-Servicer or sub-servicer, as applicable, is required to deliver under Regulation AB or as
otherwise contemplated by this Article X and (ii) promptly notify the Depositor following any failure of the applicable
Sub-Servicer or sub-servicer, as applicable, to deliver any Exchange Act reporting items that such Sub-Servicer or
sub-servicer, as applicable, is required to deliver under Regulation AB or as otherwise contemplated by this Article X.
The


 



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Depositor is hereby authorized to exercise the rights described in clause (i) of the preceding sentence in its sole discretion.
The rights of the Depositor to terminate a Sub-Servicing Agreement (with respect to the Master Servicer or the Special Servicer)
or sub-servicing agreement (with respect to any other Servicer) as aforesaid shall not limit any right Master Servicer, the
Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing
Agreement or sub-servicing agreement, as applicable.


 


Section 10.18  
Notification Requirements and Deliveries in Connection With Securitization of a Serviced Companion Loan.


 


(a)         
Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any deadlines
for delivery set forth in this Article X, in connection with the requirements contained in this Article X that
provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act
Reporting Party of any Other Securitization Trust that includes a Serviced Companion Loan, no party hereunder shall be obligated
to provide any such items to or cooperate with such Other Depositor or Other Exchange Act Reporting Party until the Other Depositor
or Other Exchange Act Reporting Party of such Other Securitization Trust has provided each party hereto with not less than 30 days
written notice (or, in each case, such shorter period as required for such Other Depositor or Other Exchange Act Reporting Party
to comply with related filing obligations, provided that (i) such Other Depositor or Other Exchange Act Reporting Party, as applicable,
has provided written notice as soon as reasonably practicable and, concurrently with such written notice, obtained verbal confirmation
of receipt of such written notice, in each case, in accordance with Section 12.04 of this Agreement and (ii) such period
shall not be less than 3 Business Days) (which shall only be required to be delivered once), (i) setting forth the contact
information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 10.08,
Section 10.09 and Section 10.10 of this Agreement, stating that such Other Securitization Trust is subject
to the reporting requirements of the Exchange Act, and (ii) specifying in reasonable detail the information and other items
not otherwise specified in this Agreement that are requested to be delivered; provided that if Exchange Act reporting is
being requested, such Other Depositor or Other Exchange Act Reporting Party is only required to provide a single written notice
to such effect; provided further, that this notice requirement does not apply to any Serviced Companion Loan that is included
in any Other Securitization as of the Closing Date. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating
Advisor, the Asset Representations Reviewer, Custodian, Trustee and Certificate Administrator in cooperating with such Other Depositor
or Other Exchange Act Reporting Party of such Other Securitization Trust (above and beyond their expressed duties hereunder) shall
be the responsibility of such Other Depositor or Other Securitization Trust. The parties hereto shall have the right to confirm
in good faith with the Other Depositor of such Other Securitization Trust as to whether applicable law requires the delivery of
the items identified in this Article X to such Other Depositor and Other Exchange Act Reporting Party of such Other
Securitization Trust prior to providing any of the reports or other information required to be delivered under this Article X
in connection therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this
Article X with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties
shall not be


 



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required to deliver such items; provided that no such confirmation will be required in connection with any
delivery of the items contemplated by Section 10.08, Section 10.09 and Section 10.10 of this
Agreement. Such confirmation shall be deemed given if the Other Depositor or Other Exchange Act Reporting Party for the Other Securitization
Trust provides a written statement to the effect that the Other Securitization Trust is subject to the reporting requirements of
the Exchange Act and the appropriate party hereto receives such written statement. The parties hereunder shall also have the right
to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Exchange Act Reporting
Party and any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)        
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable
prior written request given in accordance with the terms of Section 10.18(a) above, and subject to a right of the Master
Servicer, Special Servicer, the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure
materials, permit a holder of a related Serviced Companion Loan to use such party’s description contained in the Prospectus
(updated as appropriate by the Master Servicer, the Special Servicer, Certificate Administrator or Trustee, as applicable, at the
reasonable cost of the holder of such Serviced Companion Loan) for inclusion in the disclosure materials relating to any securitization
of a Serviced Companion Loan.


 


(c)         
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of Section 10.18(a) above, shall each timely provide (to the extent the
reasonable cost thereof is paid or caused to be paid by the holder of the related Serviced Companion Loan) to the Other Depositor
and any underwriters with respect to any securitization transaction that includes a Serviced Companion Loan such opinion(s) of
counsel, certifications and/or indemnification agreement(s) with respect to the updated description referred to in Section 10.18(b)
with respect to such party, substantially identical to those, if any, delivered by the Master Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, as the case may be, or their respective counsel, in connection with the information concerning
such party in the Prospectus and/or any other disclosure materials relating to this Trust (updated as deemed appropriate by the
Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, or their respective legal counsel, as the
case may be). None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be obligated
to deliver any such item with respect to the securitization of a Serviced Companion Loan if it did not deliver a corresponding
item with respect to this Trust.


 


(d)         
Each of the Master Servicer, the Special Servicer, the Trustee and the Certificate Administrator, upon reasonable prior
written request given in accordance with the terms of Section 10.18(a) above, shall provide (to the extent the reasonable
cost thereof is paid or caused to be paid by the applicable party set forth below in this Section 10.18(d)) to the
Other Depositor and the trustee under the Other Pooling and Servicing Agreement related to any Other Securitization Trust the following:
(i) any information (including, but not limited to, disclosure information) required for such Other Securitization Trust to


 



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comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form 8-K and (ii) such opinion(s)
of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar
to those delivered by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as the case may
be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure
materials relating to this Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust in connection with the closing of this Series 2019-B15
securitization transaction, the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s)
provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case
may be, pursuant to this Section 10.18(d) shall be paid or caused to be paid by the applicable Serviced Companion Loan
Holder that transferred the related Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization
Trust.


 


In the case of a Form
8-K that is filed by or on behalf of an Other Securitization Trust as a result of the termination, removal, resignation or
any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement,
the reasonable cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on
behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant
to this Section 10.18(d) shall be paid or caused to be paid by the same party or parties required to pay the costs
and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.


 


Section 10.19  
Termination of Exchange Act Filings With Respect to the Trust. On or prior to January 30th of the first year
in which the Depositor shall provide notice to the Certificate Administrator of its ability under applicable law, to suspend its
Exchange Act filings with respect to the Trust, the Certificate Administrator shall prepare and file a Form 15 Suspension Notification
relating to the suspension of reporting in respect of the Trust under the Exchange Act or any other form necessary to be filed
with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such
form, the obligations of the parties to this Agreement under Section 10.04, Section 10.05, Section 10.06
and Section 10.07, solely insofar as they relate to the Trust, shall be suspended. The Certificate Administrator shall
provide prompt notice to the Mortgage Loan Sellers and all other parties hereto that such form has been filed. If, after the filing
of a Form 15 Suspension Notification or other applicable form, the Depositor shall provide notice to the Certificate Administrator
that it is required to resume its Exchange Act filings with respect to the Trust, the Certificate Administrator shall recommence
preparing and filing reports on Forms 10-K, 10-D, ABS-EE and 8-K with respect to the Trust as


 



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required pursuant
to Section 10.04, Section 10.05, Section 10.06 and Section 10.07, and all parties’
obligations under this Article X shall recommence.


 


Article
XI



ASSET REVIEW PROVISIONS


 


Section 11.01  
Asset Review.


 


(a)        
On or prior to each Distribution Date, based on the CREFC® Delinquent Loan Status Report and/or the CREFC®
Loan Periodic Update File delivered by the Master Servicer for such Distribution Date, the Certificate Administrator shall
determine if an Asset Review Trigger has occurred during the related Collection Period. If an Asset Review Trigger is determined
to have occurred, the Certificate Administrator shall promptly provide notice to the Asset Representations Reviewer, the Master
Servicer, the Special Servicer and all Certificateholders. Any notice required to be delivered to the Certificateholders pursuant
to this Article XI shall be delivered by the Certificate Administrator (i) by posting such notice on the Certificate
Administrator’s Website and (ii) by mailing such notice to the Certificateholders’ addresses appearing in the Certificate
Register in the case of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry
Certificates. The Certificate Administrator shall include in the Form 10-D relating to the Collection Period in which the Asset
Review Trigger occurred, notice of its determination together with the following statement describing the events that caused the
Asset Review Trigger to occur: “As of the [Date of Distribution], the following Mortgage Loans identified below are 60 or
more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On
each Distribution Date occurring after providing such notice to Certificateholders, the Certificate Administrator, based on information
provided to it by the Master Servicer and/or the Special Servicer, as applicable, shall determine whether (1) any additional
Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) whether
an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in
clauses (1), (2) and/or (3), deliver such information in a written notice (which may be via email) in the form of Exhibit LL
within two (2) Business Days of such determination to the Master Servicer, the Special Servicer, the Operating Advisor and the
Asset Representations Reviewer.


 


If Certificateholders
evidencing not less than 5% of the Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days
after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote
to commence an Asset Review (an “Asset Review Vote Election”), then the Certificate Administrator shall promptly
provide written notice thereof to the Asset Representations Reviewer and to all Certificateholders and conduct a solicitation
of votes in accordance with Section 5.12 regarding whether to authorize an Asset Review. In the event there is an
affirmative vote to authorize an Asset Review by Holders of Certificates evidencing at least a majority of an Asset Review Quorum
within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the
Certificate Administrator shall promptly provide written notice thereof (the “Asset




 



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Review Notice”) to all parties
to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Directing Holder, the Risk Retention Consultation Parties
and the Certificateholders (such notice to Certificateholders to be effected by posting such notice on the Certificate Administrator’s
Website and by mailing such notice to the Certificateholders’ addresses appearing in the Certificate Register in the case
of Definitive Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates). Upon
receipt of an Asset Review Notice, the Asset Representations Reviewer shall request access to the Secure Data Room by providing
the Certificate Administrator with a certification substantially in the form attached hereto as Exhibit KK. Upon receipt
of such certification, the Certificate Administrator shall grant the Asset Representations Reviewer access to the Secure Data
Room. In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the
Asset Review Vote Election, no Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations
Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a
Delinquent Loan after the expiration of such 150-day period, (B) a new Asset Review Trigger has occurred as a result
or an Asset Review Trigger is otherwise in effect, (C) the Certificate Administrator has received an Asset Review Vote Election
within 90 days after the filing of a Form 10-D reporting the occurrence of the events described in clauses (A) and
(B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote
Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative
Asset Review Vote, no Certificateholder may make any additional Asset Review Vote Election except as described in the immediately
preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with
administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall
be entitled to administer any vote in connection with the foregoing through an agent.


 


(b)        
(i)           Upon receipt from the Certificate Administrator of an Asset Review Notice with respect to a Delinquent Mortgage Loan,
the Custodian (with respect to clauses (1) – (5) below for all of the Mortgage Loans), the Master Servicer (with respect
to clause (6) below for Non-Specially Serviced Loans) and the Special Servicer (with respect to clause (6) below
for Specially Serviced Loans) shall promptly (but (except with respect to clause (6)) in no event later than ten (10) Business
Days after receipt of such notice from the Certificate Administrator) provide, in electronic format, the following materials for
such Delinquent Loan, in each case to the extent in such party’s possession, to the Asset Representations Reviewer (collectively,
with the Diligence Files posted on the Secure Data Room by the Certificate Administrator pursuant to Section 4.09,
a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review
Materials”):


 


(A)         
a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent
Loan that is subject to an Asset Review;


 


(B)          
a copy of an assignment of any related Assignment of Leases (if such item is a document separate from the Mortgage) in favor
of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


 






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(C)          
a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review,
if not already covered pursuant to items (1) or (2) above;


 


(D)          
a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to
each Delinquent Loan that is subject to an Asset Review;


 


(E)           
a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction
related to each Delinquent Loan that is subject to an Asset Review; and


 


(F)        
  any other related documents that are required to be part of the Review Materials and requested to be delivered by the Master
Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans)
to the Asset Representations Reviewer pursuant to clause (vii) below of this Section 11.01(b).


 


(ii)        
Notwithstanding the foregoing, the Mortgage Loan Seller will not be required to deliver any information that is proprietary
to the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting or due diligence
analysis.


 


(iii)         The
Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person
that is not a party to this Agreement or the applicable Mortgage Loan Seller, and shall do so only if such information can be
independently verified (without unreasonable effort or expense to the Asset Representations Reviewer) and is determined by the
Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review conducted pursuant to
this Section 11.01 (any such information, “Unsolicited Information”).


 


(iv)       
Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence Files posted to
the Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall
commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent
Loan (such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with
respect to each representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan in accordance
with the Asset Review Standard and the procedures set forth on Exhibit JJ (each such procedure, a “Test”).
Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on,
such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan
at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence
of such new Asset Review Trigger.


 






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(v)        
No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer
shall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited
Information.


 


(vi)        The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume,
without independent investigation or verification, that the Review Materials are accurate and complete in all material respects
and (ii) conclusively rely on such Review Materials.


 


(vii)       
In connection with an Asset Review, the Asset Representations Reviewer shall comply with the following procedures with respect
to each Delinquent Loan:


 


(A)          Within
10 Business Days after the date on which the Review Materials identified in clauses (i) through (v) of the definition of
“Review Materials” have been received by the Asset Representations Reviewer with respect to such Delinquent Loan or
in any event within 15 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, in the event that the Asset Representations Reviewer reasonably determines that any
Review Materials made available or delivered to the Asset Representations Reviewer are missing any documents required to complete
any Test for such Delinquent Loan, the Asset Representations Reviewer shall promptly notify the Master Servicer (with respect
to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such
missing documents, and request that the Master Servicer or the Special Servicer, as applicable, promptly (but in no event later
than 10 Business Days after receipt of notification from the Asset Representations Reviewer) deliver to the Asset Representations
Reviewer such missing documents in its possession; provided that any such notification and/or request shall be in writing, specifically
identifying the documents being requested and sent to the notice address for the related party set forth in Section 12.04
of this Agreement. In the event any missing documents are not provided by the Master Servicer or the Special Servicer, as
applicable, within such 10-Business Day period, the Asset Representations Reviewer shall request such documents from the related
Mortgage Loan Seller; provided that the Mortgage Loan Seller will be required under the related Mortgage Loan Purchase
Agreement to deliver any such missing documents only to the extent such documents are in the possession of the Mortgage Loan Seller;
and provided, further, that the Mortgage Loan Seller will not be required to provide any documents that are proprietary
to the related originator or the Mortgage Loan Seller or any draft documents, privileged or internal communications, credit underwriting
or due diligence analysis.


 


(B)          
Following the events in clause (A) above, and within 45 days after the date on which access to the Secure Data
Room is provided


 



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to the Asset Representations Reviewer by the Certificate Administrator, the Asset Representations Reviewer shall
prepare a preliminary report with respect to such Delinquent Loan setting forth (i) the preliminary results of the application
of the Tests, (ii) if applicable, whether the Review Materials for such Delinquent Loan are insufficient to complete any Test,
(iii) a list of any applicable missing documents together with the reasons why such missing documents are necessary to complete
any Test, and (iv) (if the Asset Representations Reviewer has so concluded) whether the absence of such documents will be deemed
to be a failure of such Test (collectively, the “Preliminary Asset Review Report”). The Asset Representations
Reviewer shall provide each Preliminary Asset Review Report to the Master Servicer (with respect to Non-Specially Serviced
Loans) or the Special Servicer (with respect to Specially Serviced Loans), who shall promptly, but in no event later than 10 Business
Days of receipt thereof, provide the Preliminary Asset Review Report to the applicable Mortgage Loan Seller. The Asset Representations
Reviewer shall include the following statement in the related correspondence when providing each Preliminary Asset Review Report
to the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect to Specially Serviced
Loans): “This is a Preliminary Asset Review Report regarding an Asset Review under Section 11.01 of the Pooling and
Servicing Agreement relating to the Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15,
requiring action by you as the recipient of such Preliminary Asset Review Report. You are required to deliver the Preliminary Asset
Review Report to the applicable Mortgage Loan Seller no later than 10 Business Days after receipt of the Preliminary Asset Review
Report.” If the Preliminary Asset Review Report indicates that any of the representations and warranties fails or is deemed
to fail any Test, the applicable Mortgage Loan Seller shall have 90 days from its receipt of the Preliminary Asset Review
Report (the “Cure/Contest Period”) to remedy or otherwise refute the failure. The applicable Mortgage Loan Seller will
be required under the related Mortgage Loan Purchase Agreement to provide any documents or any explanations to support (i) a conclusion
that a subject representation and warranty has not failed a Test or (ii) a claim that any missing documents in the Review Materials
are not required to complete a Test, in any such case to the Master Servicer (with respect to Non-Specially Serviced Loans)
or the Special Servicer (with respect to Specially Serviced Loans), and the Master Servicer or the Special Servicer, as applicable,
shall promptly, but in no event later than ten (10) Business Days after receipt from the applicable Mortgage Loan Seller, deliver
to the Asset Representations Reviewer any such documents or explanations received from the applicable Mortgage Loan Seller given
to support a claim that the representation and warranty has not failed a Test or a claim that any missing documents in the Review
Materials are not required to complete a Test.


 






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(C)          
Within the later of (x) 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations
Reviewer by the Certificate Administrator, and (y) 10 Business Days after the expiration of the Cure/Contest Period, the Asset
Representations Reviewer shall complete an Asset Review with respect to each Delinquent Loan and deliver (i) a report, substantially
in the form attached hereto as Exhibit HH, setting forth the Asset Representations Reviewer’s findings and conclusions
as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review, together with
a statement that the Asset Representations Reviewer’s findings and conclusions set forth in such report were not influenced
by any third party (an “Asset Review Report”), to each party to this Agreement, the related Mortgage Loan Seller
and the Controlling Class Representative (if such Delinquent Loan is not an Excluded Mortgage Loan), and (ii) a summary of
the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”)
, substantially in the form attached hereto as Exhibit II, to the Trustee and Certificate Administrator (who shall
include such Asset Review Report Summary in the Form 10-D relating to the Collection Period in which such Asset Review Report
Summary is received and post such Asset Review Report Summary on the Certificate Administrator’s Website in accordance with
Section 10.04(e)). The period of time by which the Asset Review Report must be completed and delivered may be extended
by up to an additional 30 days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller(s),
if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required due
to the characteristics of the Delinquent Loan(s) and/or the Mortgaged Property or Mortgaged Properties. In addition, in the event
that the Asset Representations Reviewer does not receive any documentation that it requested from the Master Servicer (with respect
to Performing Serviced Loans), the Special Servicer (with respect to Specially Serviced Loans) or the applicable Mortgage Loan
Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review
Report, the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documents received by the
Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no
responsibility to independently obtain any such documents from any party to this or otherwise.


 


(viii)     
Within thirty (30) days after receipt of an Asset Review Report with respect to any Mortgage Loan, the Enforcing Servicer
shall determine, based on the Servicing Standard, whether there exists a Material Defect with respect to such Mortgage Loan. If
the Enforcing Servicer determines that a Material Defect exists, the Enforcing Servicer shall enforce the obligations of the related
Mortgage Loan Seller with respect to such Material Defect in accordance with Section 2.03(a).


 






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(ix)         In
no event may the Asset Representations Reviewer determine whether any Test failure constitutes a Material Defect, or whether the
Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be the responsibility
of the Enforcing Servicer pursuant to Section 2.03(a) or Section 11.01(b)(viii) of this Agreement.


 


(c)         
The Asset Representations Reviewer and its Affiliates shall keep confidential any Privileged Information received from any
party to this Agreement or any Sponsor (including, without limitation, in connection with the review of the Mortgage Loans) and
not disclose such Privileged Information to any Person (including Certificateholders), other than (1) to the extent expressly
required by this Agreement in an Asset Review Report or otherwise, to the other parties to this Agreement with a notice indicating
that such information is Privileged Information or (2) pursuant to a Privileged Information Exception. Each party to this
Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice stating that such information
is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the
Special Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset Representations Reviewer shall
keep all documents and information received by the Asset Representations Reviewer in connection with an Asset Review that are provided
by the applicable Mortgage Loan Seller, the Master Servicer and the Special Servicer confidential and shall not disclose such documents
except for purposes of complying with its duties and obligations hereunder.


 


(d)        
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements
or arrangements with such agents or subcontractors are consistent with the provisions of this Section 11.01; provided
that no agent or subcontractor may (i) be affiliated with any Mortgage Loan Seller, Master Servicer, Special Servicer, the
Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective Affiliates
or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, Master Servicer, Special Servicer,
the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative or any of their respective
Affiliates in connection with due diligence or other services with respect to any Mortgage Loan prior to the Closing Date. Notwithstanding
the foregoing sentence, the Asset Representations Reviewer shall remain obligated and primarily liable for any Asset Review required
hereunder in accordance with the provisions of this Agreement without diminution of such obligation or liability or related obligation
or liability by virtue of such delegation or arrangements or by virtue of indemnification from any Person acting as its agents
or subcontractor to the same extent and under the same terms and conditions as if the Asset Representations Reviewer alone were
performing its obligations under this Agreement. The Asset Representations Reviewer shall be entitled to enter into an agreement
with any agent or subcontractor providing for indemnification of the Asset Representations Reviewer by such agent or subcontractor,
and nothing contained in this Agreement shall be deemed to limit or modify such indemnification.


 


(e)         
With respect to any Delinquent Loan that is an Outside Serviced Mortgage Loan, to the extent any documents required by the
Asset Representations Reviewer to


 



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complete a Test are missing or have not been received from the related Mortgage Loan Seller,
the Asset Representations Reviewer shall request such document(s) from the related Outside Servicer (if such Outside Serviced Mortgage
Loan is being serviced by an Outside Servicer) or the related Outside Special Servicer (if such Outside Serviced Mortgage Loan
is being serviced by an Outside Special Servicer), the related Outside Trustee and the related Outside Certificate Administrator
(and, in each case, such other party as contemplated under the related Outside Servicing Agreement or related Co-Lender Agreement).


 


Section 11.02  
Payment of Asset Representations Asset Review Fee and Expenses; Limitation of Liability.


 


(a)         
As compensation for the performance of its routine duties, the Asset Representations Reviewer shall be paid as an ongoing
fee (the “Asset Representations Reviewer Ongoing Fee”), payable monthly from amounts received in respect of
each Mortgage Loan (including any Outside Serviced Mortgage Loan), and for any Distribution Date an amount accrued during the related
Interest Accrual Period at 0.00030% per annum (the “Asset Representations Reviewer Ongoing Fee Rate”)
on, in the case of the initial Distribution Date, the Cut-Off Date Balance of such Mortgage Loan and, in the case of any subsequent
Distribution Date, the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in such
Interest Accrual Period, and shall be calculated on the same interest accrual basis as such Mortgage Loan and prorated for any
partial periods. The Asset Representations Reviewer Ongoing Fee shall be payable from amounts on deposit in the Collection Account
as set forth in Section 3.06(a).


 


(b)        
Upon the completion of an Asset Review with respect to each Delinquent Loan and receipt by the related Mortgage Loan Seller
of a written invoice from the Asset Representations Reviewer, the related Mortgage Loan Seller is required under the related Mortgage
Loan Purchase Agreement to pay to the Asset Representations Reviewer within forty-five (45) days after such written invoice
a fee (the “Asset Representations Reviewer Asset Review Fee”) that is equal to the sum of: (i) $16,000 multiplied
by the number of Delinquent Loans subject to any Asset Review (for purposes of this Section 11.02(b), the “Subject
Loans”), plus (ii) $1,600 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 annual adjustments on the basis of the year-end Consumer Price Index
for All Urban Consumers or, if the Consumer Price Index for All Urban Consumers is no longer calculated, another similar index
for the year of the Closing Date and for the year in which the related Asset Review Notice is given. The Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be paid by the related Mortgage Loan Seller; provided,
however, that if (1) the related Mortgage Loan Seller is insolvent or (2) at any time after the outstanding Certificate
Balances of the Control Eligible Certificates have been reduced to zero as a result of the allocation of Realized Losses to such
Certificates, the related Mortgage Loan Seller fails to pay such amount within 90 days following receipt of the Asset Representations
Reviewer’s invoice, then


 






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such fee shall be paid by the Trust Fund following delivery by the Asset Representations Reviewer
of evidence reasonably satisfactory to the Special Servicer of such insolvency or failure to pay such amount; and provided,
further, that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee will
remain an obligation of the related Mortgage Loan Seller, and the Special Servicer shall determine whether to pursue (and, if it
determines to do so, shall pursue) remedies against such Mortgage Loan Seller or its insolvency estate to recover any such amounts
to the extent paid by the Trust. If paid by the Trust Fund as described in the immediately preceding sentence, the Asset Representations
Reviewer Asset Review Fee with respect to each Delinquent Loan shall be payable from funds on deposit in the Collection Account
as set forth in Section 3.06(a).


 


(c)         
Notwithstanding the foregoing, the Asset Representations Reviewer Asset Review Fee with respect to a Delinquent Loan shall
be included in the Purchase Price for any such Delinquent Loan that was the subject of a completed Asset Review that is repurchased
by a Mortgage Loan Seller, and such portion of the Purchase Price received shall be used to reimburse the Asset Representations
Reviewer or the Trust, as the case may be, for such fees pursuant to Section 11.02(b).


 


(d)        
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.


 


Section 11.03  
Resignation of the Asset Representations Reviewer. The Asset Representations Reviewer may resign and be discharged
from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and each Rating Agency.
In addition, the Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer, and shall resign
if it fails to be an Eligible Asset Representations Reviewer (and such failure results in an Asset Representations Reviewer Termination
Event) by giving written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor,
the Certificate Administrator and the applicable Directing Holder. Upon such notice of resignation, the Depositor shall promptly
appoint a successor asset representations reviewer that is an Eligible Asset Representations Reviewer. No resignation of the Asset
Representations Reviewer will be effective until a successor Asset Representations Reviewer that is an Eligible Asset Representations
Reviewer has been appointed and accepted the appointment. If no successor Asset Representations Reviewer shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Asset Representations
Reviewer may petition any court of competent jurisdiction for the appointment of a successor asset representations reviewer that
is an Eligible Asset Representations Reviewer. The Asset Representations Reviewer shall bear all costs and expenses of each party
hereto and each Rating Agency in connection with its resignation and the transfer of its duties.


 


Section 11.04  
Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer nor any of its Affiliates
shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply
to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer or (ii) investments
by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate maintain policies
and procedures that (A) segregate personnel


 






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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 any of its representations or warranties under this Agreement, which failure shall continue unremedied
for a period of thirty (30) days after the date on which written notice of such failure is given to the Asset Representations
Reviewer by the Trustee or to the Asset Representations Reviewer and the Trustee by the Holders of Certificates having greater
than 25% of the Voting Rights; provided, however, that with respect to any such failure which is not curable within
such 30-day period, the Asset Representations Reviewer will have an additional cure period of 30 days to effect such
cure so long as it has commenced to cure such failure within the initial 30-day period and has provided the Trustee and the
Certificate Administrator with an Officer’s Certificate certifying that it has diligently pursued, and is continuing to
pursue, such cure;


 


(ii)        
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review
Standard in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date
written notice of such failure is given to the Asset Representations Reviewer by any party to this Agreement;


 


(iii)       
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall
continue unremedied for a period of thirty (30) days;


 


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


 






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(v)        
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or


 


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


 


Upon receipt by the Certificate
Administrator of written notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator
shall promptly provide written notice to all Certificateholders (and simultaneously deliver such written notice to the Asset Representations
Reviewer) in accordance with the notice distribution procedures described in Section 11.01(a), unless the Certificate
Administrator has received written notice that such Asset Representations Reviewer Termination Event has been remedied. If an Asset
Representations Reviewer Termination Event shall occur then, and in each and every such case, so long as such Asset Representations
Reviewer Termination Event shall not have been remedied, either the Trustee (i) may or (ii) upon the written direction
of Holders of Certificates evidencing not less than 25% of the Voting Rights (without regard to the application of any Appraisal
Reduction Amounts), shall, terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement,
other than rights and obligations accrued prior to such termination (including the right to receive all amounts accrued and owing
to it under this Agreement) and other than indemnification rights (arising out of events occurring prior to such termination),
by notice in writing to the Asset Representations Reviewer. The Asset Representations Reviewer is required to bear all reasonable
costs and expenses of itself and of each other party to this Agreement in connection with its termination due to an Asset Representations
Reviewer Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall
have the right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer
Termination Event of which it becomes aware.


 


(b)        
Upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii) payment
by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate Administrator
in connection with administering such vote, the Certificate Administrator shall promptly provide written notice of such requested
vote to the Asset Representations Reviewer and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s
Website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and
to the Asset Representations Reviewer. Upon the affirmative vote of the Holders of Certificates evidencing at least 75% of the
Voting Rights allocable to the Certificates of those Holders that exercise their right to vote


 



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(provided that Holders representing
the applicable Certificateholder Quorum exercise their right to vote within 180 days of the initial request for a vote (which,
for the avoidance of doubt, is the date on which the aforementioned notice was mailed to the Certificateholders)), the Trustee
shall terminate all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights
or obligations that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring
prior to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between
the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be
entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In the event that Holders of the required Certificates 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 Depositor (in the case of a resignation
of the Asset Representations Reviewer pursuant to Section 11.03) or the Trustee (in the case of a termination of the
Asset Representations Reviewer pursuant to Section 11.05(b)), as applicable, shall appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an
Asset Representations Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator,
the Directing Holder and each Certificateholder within one Business Day of such appointment. Notwithstanding the foregoing, if
the Trustee is unable to find a successor asset representations reviewer within thirty (30) days of the termination of the
Asset Representations Reviewer, the Depositor shall be permitted, but not obligated, to find a replacement. The Trustee shall not
be liable for any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially
reasonable efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.


 


The Asset Representations
Reviewer shall at all times be an Eligible Asset Representations Reviewer. If the Asset Representations Reviewer ceases to be an
Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately notify the Depositor, the Master
Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Certificate Administrator and the Directing Holder of such
disqualification and, if an Asset Representations Reviewer Termination Event occurs as a result, immediately resign under


 



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Section 11.03
of this Agreement, and a successor asset representations reviewer shall be appointed in accordance with Section 11.03.


 


(d)        
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Certificateholders), the Operating Advisor, the
Mortgage Loan Sellers, the Depositor, each Rating Agency and, prior to the occurrence and continuance of a Consultation Termination
Event, the Controlling Class Representative. In the event that the Asset Representations Reviewer is terminated, all of its
rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to the date
of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination).


 


Article
XII



MISCELLANEOUS PROVISIONS


 


Section 12.01  
Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which counterparts
shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument. Delivery of an executed
counterpart of a signature page of this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective
as delivery of a manually executed original counterpart of this Agreement.


 


Section 12.02  
Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall not operate to
terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s legal representatives or heirs to claim
an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund, nor otherwise affect
the rights, obligations and liabilities of the parties hereto or any of them.


 


No Certificateholder
shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the operation and
management of the Trust Fund, or the obligations of the parties hereto, nor shall anything herein set forth, or contained in the
terms of the Certificates, be construed so as to constitute the Certificateholders from time to time as partners or members of
an association; nor shall any Certificateholder be under any liability to any third person by reason of any action taken by the
parties to this Agreement pursuant to any provision hereof.


 


No Certificateholder
shall have any right to institute any suit, action or proceeding in equity or at law upon or under or with respect to this Agreement,
any Mortgage Loan or Serviced Loan Combination, unless such Holder previously shall have given to the Trustee a written notice
of default and of the continuance thereof, as hereinbefore provided, and unless also the Holders of at least 25% of the Voting
Rights of any Class of Certificates affected thereby shall have made written request upon the Trustee (with a copy to the
Certificate Administrator) to institute such


 



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action, suit or proceeding in its own name as Trustee hereunder and shall have offered
to the Trustee such reasonable indemnity as it may require against the costs, expenses and liabilities to be incurred therein or
thereby, and the Trustee, for 60 days after its receipt of such notice, request and offer of indemnity, shall have neglected
or refused to institute any such action, suit or proceeding. It is understood and intended, and expressly covenanted by each Certificateholder
with every other Certificateholder and the Trustee, that no one or more Holders of Certificates of any Class shall have any
right in any manner whatever by virtue of any provision of this Agreement to affect, disturb or prejudice the rights of the Holders
of any other of such Certificates, or to obtain or seek to obtain priority over or preference to any other such Holder, or to enforce
any right under this Agreement, except in the manner herein provided and for the equal, ratable and common benefit of all Holders
of Certificates of such Class. For the protection and enforcement of the provisions of this Section, each and every Certificateholder
and the Trustee shall be entitled to such relief as can be given either at law or in equity.


 


Section 12.03  
Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AGREEMENT, THE
RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND DUTIES OF THE PARTIES
TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF NEW YORK,
WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF SECTIONS 5-1401 AND 5-1402
OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.


 


Section 12.04  
Notices. Unless otherwise specifically provided in this Agreement, any communications provided for or permitted hereunder
shall be in writing and, unless otherwise expressly provided herein, shall be deemed to have been duly given if (a) personally
delivered, (b) mailed by registered mail, postage prepaid (except for notices to the Trustee or the Certificate Administrator
which shall be deemed to have been duly given only when received), (c) sent by nationally recognized express courier delivery service
and received by the addressee, (d) transmitted by facsimile transmission (or any other type of electronic transmission agreed
upon by the parties) and received by the addressee or (e) only with respect to any addressee of any party for which an electronic
mail address is set forth below, sent by electronic mail (provided, however, any notice provided by electronic mail
shall not be considered delivered until receipt of such electronic mail is confirmed by the addressee), to the applicable party
at the following address(es), or as to each such Person such other address or e-mail address as may hereafter be furnished
by such Person to the parties hereto in writing:


 


(i)          
in the case of the Depositor:


 


Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 






     - 468 -


     


    

 


with a copy to:


 


Citigroup Commercial Mortgage Securities Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with a copy to:


 


Citigroup Commercial Mortgage Securities Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with electronic copies e-mailed to:


 


Richard Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


(ii)        
in the case of the Master Servicer:


 


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


10851 Mastin Street, Suite 700 


Overland Park, Kansas 66210 


Attention: Executive Vice President
– Division Head 


Fax number: 1-888-706-3565


 


with a copy to:


 


Stinson LLP 


1201 Walnut Street, Suite 2900 


Kansas City, Missouri 64106-2150 


Attention: Kenda K. Tomes 


Fax number: (816) 412-9338


 


and with respect to e-mail pursuant
to Section 12.06 and Section 12.13 of this Agreement, to:


 


NoticeAdmin@midlandls.com


 


and with respect to any investor
inquiry, to:


 


AskMidland@midlandls.com


 


(iii)         
in the case of the Special Servicer with respect to Mortgage Loans:


 






     - 469 -


     


    

 


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


 


and with respect to e-mail
pursuant to this Agreement, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com, solely with respect
to notices under Section 12.06 and Section 12.13)


 


(iv)         
in the case of the Certificate Administrator:


 


Citibank, N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust - Benchmark 2019-B15

Fax number: (212) 816-5527


 


and with respect to e-mail
pursuant to this Agreement, at ratingagencynotice@citi.com


 


(v)        
in the case of the Trustee:


 


Wilmington Trust, National Association 


1100 North Market Street 


Wilmington, Delaware 19890 


Attention: CMBS Trustee –
Benchmark 2019-B15 


Fax number: (302) 636-4140 


Email: cmbstrustee@wilmingtontrust.com


 


(vi)         
in the case of each of the Asset Representations Reviewer and the Operating Advisor:


 


Park Bridge Lender Services LLC 


600 Third Avenue, 40th floor 


New York, New York 10016 


Attention: Benchmark 2019-B15
– Surveillance Manager


 






     - 470 -


     


    

 


with copies sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com,
and with respect to e-mail pursuant to Section 12.13 of this Agreement, at cmbs.notices@parkbridgefinancial.com


 


(vii)       
in the case of the Rating Agencies:


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: CMBS_Info_17g5@spglobal.com


 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Fax number: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com


 


DBRS, Inc. 


333 West Wacker
Drive, Suite 1800 


Chicago, Illinois
60606 


Attention:
CMBS Surveillance 


Fax number:
(312) 332-3492 


Email: cmbs.surveillance@dbrs.com


 


(viii)   
in the case of the Mortgage Loan Sellers:


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with a copy to:


 


Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with a copy to:


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013


 






     - 471 -


     


    



Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with copies by electronic mail to:


 


Richard Simpson at richard.simpson@citi.com

Ryan M. O’Connor at ryan.m.oconnor@citi.com

and, in the case of each Rule 15Ga 1 Notice, cmbs.notice@citi.com


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh Email: US_CMBS_Notice@jpmorgan.com


 


German American Capital Corporation

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with a copy by electronic mail to lainie.kaye@db.com
and to cmbs.requests@db.com


 


(ix)        
in the case of the Underwriters:


 


Citigroup Global Markets Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with a copy to:


 


Citigroup Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with a copy to:


 


Citigroup Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with copies by electronic mail to:


 






     - 472 -


     


    

 


Richard Simpson at richard.simpson@citi.com
and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Fax number: (212) 834-6754

Email: ABS_Synd@jpmorgan.com


 


with a copy to:


 


383 Madison Avenue, 32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Email: US_CMBS_Notice@jpmorgan.com


 


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with a copy by electronic mail to cmbs.requests@db.com


 


Academy Securities, Inc. 


140 East 45th Street, 5th Floor 


New York, New York 10004 


Attention: Michael Boyd


 


with a copy by electronic mail to cmbs@academysecurities.inc


 


Drexel Hamilton, LLC 


77 Water Street 


New York, New York 10005 


Attention: Alex Kim


 


(x)        
in the case of the Initial Purchasers:


 


Citigroup Global Markets Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with a copy to:


 


Citigroup Global Markets Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013


 






     - 473 -


     


    



Attention: Raul Orozco

Fax number: (347) 394-0898


 


with a copy to:


 


Citigroup Global Markets Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with copies by electronic mail to:


 


Richard Simpson at richard.simpson@citi.com
and

Ryan M. O’Connor at ryan.m.oconnor@citi.com


 


J.P. Morgan Securities LLC

383 Madison Avenue, 8th Floor

New York, New York 10179

Fax number: (212) 834-6754

Email: ABS_Synd@jpmorgan.com


 


with a copy to:


 


383 Madison Avenue, 32nd Floor

New York, New York 10179

Attention: Bianca A. Russo

Email: US_CMBS_Notice@jpmorgan.com


 


Deutsche Bank Securities Inc.

60 Wall Street

New York, New York 10005

Attention: Lainie Kaye


 


with a copy by electronic mail to cmbs.requests@db.com


 


Academy Securities, Inc.

140 East 45th Street, 5th Floor

New York, New York 10004

Attention: Michael Boyd


 


with a copy by electronic mail to cmbs@academysecurities.inc


 


(xi)         
in the case of the initial Controlling Class Representative:


 


Eightfold Real Estate Capital, L.P. 


1111 Lincoln Road, Suite 802 


Miami Beach, Florida 33139


 






     - 474 -


     


    

 


Attention:  Brian Tageson 


Email:  btageson@eightfoldcapital.com


 


(xii)       
in the case of the initial VRR1 Risk Retention Consultation Party:


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

Fax number: (646) 328-2943


 


with a copy to:


 


Citi Real Estate Funding Inc.

390 Greenwich Street, 5th Floor

New York, New York 10013

Attention: Raul Orozco

Fax number: (347) 394-0898


 


with a copy to:


 


Citi Real Estate Funding Inc.

388 Greenwich Street, 17th Floor

New York, New York 10013

Attention: Ryan M. O’Connor

Fax number: (646) 862-8988


 


with electronic copies e-mailed to:


 


Richard Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com.


 


(xiii)     
in the case of the initial VRR2 Risk Retention Consultation Party:


 


German American Capital Corporation

60 Wall Street New York, New York 10005

Attention: Lainie Kaye


 


with a copy by electronic mail to lainie.kaye@db.com
and to cmbs.requests@db.com


 


(xiv)      
in the case of the initial VRR3 Risk Retention Consultation Party:


 


JPMorgan Chase Bank, National Association

383 Madison Avenue, 31st Floor

New York, New York 10179

Attention: Kunal K. Singh

Email: US_CMBS_Notice@jpmorgan.com


 






     - 475 -


     


    

 


Any communication required
or permitted to be delivered to a Certificateholder shall be deemed to have been duly given when mailed first class, postage prepaid,
to the address of such Holder as shown in the Certificate Register. Any communication required or permitted to be delivered to
a Certificate Owner shall be deemed to have been duly given to the extent delivered through the Depository. Any notice so mailed
within the time prescribed in this Agreement shall be conclusively presumed to have been duly given, whether or not the Certificateholder
receives such notice. Notwithstanding anything contained in this Section 12.04 to the contrary, nothing in this Section 12.04
shall constitute consent by any party hereto to service of process upon such party by facsimile transmission, electronic mail or
any other type of electronic transmission.


 


The obligation of any
party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such party to
this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name
and contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other
17g-5 Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for such
Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable,
has not changed, absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee
or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing Agreement, of
a change with respect to the identity and contact information for such Other Depositor, Other Servicer, Other Special Servicer,
Other Trustee or Other 17g-5 Information Provider, or a replacement thereof under the applicable Other Pooling and Servicing
Agreement, as applicable.


 


Section 12.05  
Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms of this Agreement
shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this Agreement and shall in
no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates or the rights of
the Holders thereof.


 


Section 12.06  
Notice to the Rule 17g-5 Information Provider, Depositor and Each Rating Agency.


 


(a)         
The Certificate Administrator shall use its best efforts to promptly prepare a written notice, and provide such notice by
e-mail to the Rule 17g-5 Information Provider (if the Certificate Administrator is for any reason not the Rule 17g-5
Information Provider) and the Depositor, with respect to each of the following items of which a Responsible Officer of the Certificate
Administrator has actual knowledge, and the Rule 17g-5 Information Provider shall upload such notice to the Rule 17g-5
Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m.,
on the next Business Day by 12:00 p.m. and shall, promptly following the posting of such notice to the Rule 17g-5
Information Provider’s Website, notify, or cause the notification of, each Registered Rating Agency (other than any Registered
Rating


 



     - 476 -


     


    

 


Agency that has indicated to the Rule 17g-5 Information Provider of its election to not receive such notification)
by electronic mail of the posting of such notice, which electronic mail may be automatically generated by the Rule 17g-5
Information Provider’s Website:


 


(i)         
any material change or amendment to this Agreement;


 


(ii)        
the occurrence of any Servicer Termination Event that has not been cured;


 


(iii)       
the merger, consolidation, resignation or termination of the Master Servicer, Special Servicer, the Trustee or the Certificate
Administrator or any Outside Servicer, Outside Special Servicer or Outside Trustee;


 


(iv)       
the repurchase of, or substitution of, Mortgage Loans pursuant to Section 2.03;


 


(v)        
the final payment to any Class of Certificateholders;


 


(vi)       
any change in the location of the Interest Reserve Account, the Excess Liquidation Proceeds Reserve Account, the Excess
Interest Distribution Account or any Distribution Account;


 


(vii)      
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;
and


 


(viii)     
any change in the lien priority of a Mortgage Loan.


 


(b)        
The Master Servicer or the Special Servicer shall promptly furnish by e-mail (or any other form of electronic delivery
reasonably acceptable to the Master Servicer or the Special Servicer, as applicable, and the Rule 17g-5 Information Provider)
to the Rule 17g-5 Information Provider and the Depositor copies of the following (to the extent not already delivered
or made available pursuant to the terms of this Agreement), and the Rule 17g-5 Information Provider shall upload such
documents to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m.
or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and the Rule 17g-5 Information Provider
shall, promptly following the posting of such documents to the Rule 17g-5 Information Provider’s Website, notify,
or cause the notification of, each Registered Rating Agency (other than any Registered Rating Agency that has indicated to the
Rule 17g-5 Information Provider of its election to not receive such notification) by electronic mail of the posting of
such documents, which electronic mail may be automatically generated by the Rule 17g-5 Information Provider’s Website:


 


(i)         
each of its annual statements as to compliance described in Section 10.08 of this Agreement;


 


(ii)        
each of its annual reports on assessment of compliance with servicing criteria described in Section 10.09 of
this Agreement;


 






     - 477 -


     


    

 


(iii)        each of its annual independent public accountants’ servicing reports described in Section 10.10 of this
Agreement;


 


(iv)       
upon request, a copy of each operating and other financial statements, rent rolls, occupancy reports, and sales reports
to the extent such information is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant
to Section 3.03(a) or Section 4.02(b); and


 


(v)        
upon request, each inspection report prepared in connection with any inspection conducted pursuant to Section 3.18
of this Agreement.


 


(c)         
The Certificate Administrator shall promptly furnish by e-mail (or any other form of electronic delivery reasonably
acceptable to the Certificate Administrator and the Rule 17g-5 Information Provider) to the Rule 17g-5 Information
Provider (if the Certificate Administrator is for any reason not the Rule 17g-5 Information Provider) and the Depositor
copies of the items set forth in Section 8.11(b) of this Agreement (to the extent not already delivered or made available
pursuant to the terms of this Agreement and to the extent such items were prepared by or delivered to the Certificate Administrator
in electronic format), and the Rule 17g-5 Information Provider shall upload such documents to the Rule 17g-5
Information Provider’s Website on the same Business Day of receipt if received by 2:00 p.m. or, if received after 2:00 p.m.,
on the next Business Day by 12:00 p.m.


 


(d)        
After any notice, document or item has been posted by the Rule 17g-5 Information Provider to the Rule 17g-5
Information Provider’s Website pursuant to Sections 12.06(a), 12.06(b) or 12.06(c), the Rule 17g-5
Information Provider may send such posted notice, document or item to a Registered Rating Agency.


 


Section 12.07  
Amendment. This Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


(a)         
to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;


 


(b)         
to correct or supplement any of its provisions which may be inconsistent with any other provisions of this Agreement or
with the description thereof in the Prospectus or to correct any error;


 


(c)         
to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation Proceeds Reserve Account,
the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that (A) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (B) the
change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an opinion of
counsel (at the expense of the party requesting the amendment);


 






     - 478 -


     


    

 


(d)         
to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the
Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at the expense
of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain such qualification
or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests of any
holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer of
the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax
with respect to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary
to comply with the Investment Company Act, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory
actions and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable
to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply
with any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;


 


(e)         
to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the amendment will not adversely affect in any material respect the interests of any Certificateholder, as evidenced by an
opinion of counsel;


 


(f)         
to modify the procedures herein relating to Rule 17g-5; provided that such modification does not increase
the obligations of the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master
Servicer or the Special Servicer without such party’s consent (which consent may not be withheld unless such modification
would materially adversely affect such party or materially increase such party’s obligations under this Agreement); provided,
further that notice of such modification is provided to all parties to this Agreement; and


 


(g)         
to amend or supplement any provision of this Agreement to the extent necessary to maintain the ratings assigned to each
Class of Certificates by any of the Rating Agencies, provided that the amendment will not adversely affect in any material
respect the interests of any Certificateholder;


 


provided, further that no
amendment pursuant to any of clauses (a)-(g) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under this Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under this
Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations or rights
of any Mortgage Loan Seller under this Agreement or the applicable Mortgage Loan Purchase Agreement without the consent of the
affected Mortgage Loan Seller; (D) change in any manner the obligations or rights of any Underwriter or Initial Purchaser, without
the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced Companion Loan Holder in
its capacity as such without its consent. Expenses incurred


 



     - 479 -


     


    

 


with respect to any amendment shall be borne by the party requesting
such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment for the benefit of the
Certificateholders, then in which case such expense will be borne by the Trust.


 


This Agreement or any
Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is
then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


(i)           reduce
in any manner the amount of, or delay the timing of, payments received on the Serviced Loans which are required to be distributed
on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without the consent of the Holder of
that Certificate or that Serviced Companion Loan Holder, as applicable;


 


(ii)          reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to the amendment without
the consent of the Holders of all Certificates of that Class then outstanding;


 


(iii)        change
in any manner the obligations or rights of any Mortgage Loan Seller under this Agreement or the related Mortgage Loan Purchase
Agreement without the consent of the affected Mortgage Loan Seller;


 


(iv)        change
the definition of “Servicing Standard” without either (A) consent of 100% of the holders of the Certificates or
(B) Rating Agency Confirmation;


 


(v)         without
the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely affected thereby, change (A) the
percentages of Voting Rights of Certificateholders that are required to consent to any action or inaction under this Agreement,
(B) the right of the Certificateholders to remove the Special Servicer pursuant to this Agreement or (C) the right of
the Certificateholders to terminate the Operating Advisor pursuant to this Agreement;


 


(vi)        adversely
affect the Controlling Class Representative without the consent of 100% of the Controlling Class Certificateholders;


 


(vii)       adversely
affect a Serviced Companion Loan Holder in its capacity as such without its consent; or


 


(viii)      change
in any manner the obligations or rights of any Underwriter or Initial Purchaser without the consent of the affected Underwriter
or Initial Purchaser.


 






     - 480 -


     


    

 


In the event that neither
the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section 12.07 shall be effective
with the consent of the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the
Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, the Master Servicer, in writing,
and to the extent required by this Section , the Certificateholders, the Serviced Companion Loan Holders, the Mortgage Loan
Sellers, the Underwriters and/or the Initial Purchasers, as applicable. Promptly after the execution of any amendment, (A) the
Master Servicer shall forward a copy thereof to the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate
Administrator, the Custodian (if the Certificate Administrator is then acting as Custodian), the Special Servicer, each Serviced
Companion Loan Holder, each Mortgage Loan Seller, each Underwriter, each Initial Purchaser and (B) the Certificate Administrator
shall furnish written notification of the substance of such amendment to each Certificateholder and to the Rule 17g-5
Information Provider who shall post a copy of such notification to the Rule 17g-5 Information Provider’s Website
pursuant to Section 12.13 of this Agreement. It shall not be necessary for the consent of Certificateholders or the
Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, under this Section 12.07
to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance
thereof. The method of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders
or the Serviced Companion Loan Holders, the Mortgage Loan Sellers, Underwriters or the Initial Purchasers, as applicable, shall
be subject to such reasonable regulations as the Trustee may prescribe; provided, however, that such method shall
always be by affirmation and in writing.


 


Notwithstanding
any contrary provision of this Agreement, no amendment shall be made to this Agreement or any Custodial Agreement unless, if
requested by the Master Servicer, the Special Servicer, the Trustee and/or the Certificate Administrator, such party shall
have received an Opinion of Counsel, at the expense of the party requesting such amendment (or, if such amendment is required
by any Rating Agency to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator for any
purpose described in clause (i) or (ii) of the first sentence of this Section , then at the expense of the
Trust Fund), to the effect that such amendment will not cause any Trust REMIC to fail to qualify as a REMIC or cause the
Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes at any time that any Certificates are
outstanding, and will not cause a tax to be imposed on the Trust Fund (other than a tax at the corporate tax rate on net
income from foreclosure property pursuant to Code Section 860G(c)). Prior to the execution of any amendment to this
Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator, the Special Servicer and the Master
Servicer may request and shall be entitled to rely conclusively upon an Opinion of Counsel, at the expense of the party
requesting such amendment (or, if such amendment is required by any Rating Agency to maintain the rating issued by it or
requested by the Trustee or the Certificate Administrator for any purpose described in clause (a), (b), (c) or
(e) (which does not modify or otherwise relate solely to the obligations, duties or rights of the Trustee or the
Certificate Administrator, as applicable) of the first sentence of this Section 12.07, then at the expense of the
Trust Fund) stating that the execution of such amendment is authorized or permitted by this Agreement, and that all
conditions precedent to such amendment are satisfied. Each of the Trustee, the Custodian (if the Certificate Administrator is
then acting as Custodian) and the Certificate Administrator may, but shall not be obligated to, enter into any such
amendment which affects the Trustee’s, the


 






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Custodian’s (if the Certificate Administrator is then acting as Custodian) or the Certificate Administrator’s,
as applicable, own rights, duties or immunities under this Agreement. Any party hereto requesting an amendment to this Agreement
shall provide (x) notice of such amendment no later than 3 Business Days prior to the anticipated date of execution, and (y) a
copy of the executed amendment no later than the date of execution, to each Other Depositor (and counsel thereto) and Other Exchange
Act Reporting Party under each Other Pooling and Servicing Agreement (which may be by email) in order for each Companion Loan Holder
to timely comply with its obligations under the Exchange Act. The party requesting an amendment to this Agreement shall provide
to the Rule 17g-5 Information Provider, for posting on the Rule 17g-5 Information Provider’s Website pursuant
to Section 12.13 of this Agreement, prior written notice of such proposed amendment.


 


Section 12.08  
Confirmation of Intent. The Depositor intends that the conveyance of the Depositor’s right, title and interest
in and to the Mortgage Loans pursuant to this Agreement shall constitute a sale and not a pledge of security for a loan. If such
conveyance is deemed to be a pledge of security for a loan, however, the Depositor intends that the rights and obligations of the
parties to such loan shall be established pursuant to the terms of this Agreement. The Depositor also intends and agrees that,
in such event, (i) the Depositor shall be deemed to have granted to the Trustee (in such capacity) a first priority security
interest in the Depositor’s entire right, title and interest in and to the assets comprising the Trust Fund, including without
limitation, the Mortgage Loans, all principal and interest received or receivable with respect to the Mortgage Loans (other than
principal and interest payments due and payable prior to the Cut-Off Date and Principal Prepayments received prior to the Cut-Off
Date), all amounts held from time to time in the Collection Account, the Distribution Account, the Excess Interest Distribution
Account, the Interest Reserve Account and, if established, the Excess Liquidation Proceeds Reserve Account and the REO Account,
and all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to any Insurance
Proceeds related to such Mortgage Loans and (ii) this Agreement shall constitute a security agreement under applicable law.
This Section 12.08 shall constitute notice to the Trustee pursuant to any of the requirements of the applicable UCC.


 


Section 12.09  
Third-Party Beneficiaries. Except as provided in (i) Section 3.01(j)(iv) of this Agreement and
(ii) the next sentence, no Persons other than a party to this Agreement, any Companion Loan Holder (unless it is the Mortgagor
under the applicable Companion Loan or an Affiliate thereof) and any Certificateholder, shall have any rights with respect to the
enforcement of any of the rights or obligations hereunder. Any Underwriter or Initial Purchaser (with respect to its rights to
receive any documents, certifications, information and/or indemnification hereunder and its rights under Section 2.03,
Section 5.03 and Section 12.07 of this Agreement), any Companion Loan Holder (in respect of the rights
afforded it under this Agreement, any related Other Servicer shall be entitled to enforce the rights of such Companion Loan Holder
under this Agreement and the related Co-Lender Agreement), any Mortgage Loan Seller (with respect to its rights under Article II,
Section 3.09(d)(i), Section 12.07 and Section 12.16 of this Agreement and its rights as a Privileged
Person), the Retaining Sponsor (with respect to its rights under Section 5.02(f) and Section 5.03(i)),
any Other Depositor and Other Exchange Act Reporting Party (with respect to its rights under Article X of this Agreement),
any Other Servicer and Other Special Servicer (with respect to all provisions herein expressly relating to compensation, reimbursement
or indemnification of such Other Servicer or Other Special Servicer, as the case may be, and the provisions herein regarding coordination
of Advances) and,


 



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subject to Section 12.02 of this Agreement, any Certificateholder (which are intended third-party
beneficiaries of this Agreement) shall have the right to enforce their respective rights and obligations hereunder (in the
case of any Serviced Companion Loan Holder, to the extent they affect the related Serviced Companion Loan and provided that such
Serviced Companion Loan Holder is not the Mortgagor under the related Companion Loan or an Affiliate thereof) as if each such Person
was a party hereto.


 


Without limiting the
foregoing, the parties to this Agreement specifically state that no Mortgagor, property manager or other party to a Mortgage Loan
is an intended third-party beneficiary of this Agreement.


 


Section 12.10  
Request by Certificateholders or the Serviced Companion Loan Holder. Where information or reports are required to
be delivered to a Certificateholder or a Serviced Companion Loan Holder, as applicable, upon request pursuant to the terms of this
Agreement, such request can be in the form of a single blanket request by a Certificateholder or a Serviced Companion Loan Holder,
as applicable, to the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable, and, with respect
to such Certificateholder or a Serviced Companion Loan Holder, as applicable, such request shall be deemed to relate to each date
such report or information may be requested. The notice shall set forth the applicable Sections where such reports and information
are requested.


 


Section 12.11  
Waiver of Jury Trial. THE PARTIES HERETO HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM, WHETHER IN CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.


 


Section 12.12  
Submission to Jurisdiction. EACH OF THE PARTIES HERETO IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF THE COURTS
OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE
OF ANY SUCH ACTION OR PROCEEDING RELATING TO THIS AGREEMENT; (II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE
OF AN INCONVENIENT FORUM IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN
ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED
TO IT AS PROVIDED FOR NOTICES HEREUNDER AND AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY
MANNER PERMITTED BY LAW.


 


Section 12.13  
Exchange Act Rule 17g-5 Procedures.


 


(a)         
Except as otherwise provided in Section 12.06 of this Agreement or this Section 12.13 or otherwise
in this Agreement or as required by law, none of the Master Servicer, the Special Servicer, the Certificate Administrator, the
Trustee, the Operating


 



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Advisor or the Custodian shall provide any information directly to, or communicate with, either orally or
in writing, any Rating Agency regarding the Certificates or the Mortgage Loans relevant to the Rating Agencies’ surveillance
of the Certificates or the Mortgage Loans, including, but not limited to, providing responses to inquiries from a Rating Agency
regarding the Certificates or the Mortgage Loans relevant to such Rating Agency’s surveillance of the Certificates. To the
extent that a Rating Agency makes an inquiry or initiates communications with the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Custodian regarding the Certificates or the Mortgage Loans relevant to
such Rating Agency’s surveillance of the Certificates, all responses to such inquiries or communications from such Rating
Agency shall be made in writing by the responding party and shall be provided to the Rule 17g-5 Information Provider as
provided in Section 12.13(h), whereupon the Rule 17g-5 Information Provider shall post such written response
to the Rule 17g-5 Information Provider’s Website on the same Business Day of receipt of such response if received
by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m. (or, if the responding party
is the Rule 17g-5 Information Provider, on the same Business Day of preparation of such response if prepared by 2:00 p.m.
or, if prepared after 2:00 p.m., on the next Business Day by 12:00 p.m.), and the Rule 17g-5 Information Provider
shall, promptly after such response has been posted to the Rule 17g-5 Information Provider’s Website, notify, or
cause the notification of, each Registered Rating Agency by electronic mail of the posting of such response.


 


(b)         
To the extent that any of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian is required to provide any information to, or communicate with, any Rating Agency in accordance with its
obligations under this Agreement, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating
Advisor or the Custodian, as applicable, shall do so in writing and shall provide such written information or communication to
the Rule 17g-5 Information Provider electronically as provided in Section 12.13(h), whereupon the Rule 17g-5
Information Provider shall upload such information or communication to the Rule 17g-5 Information Provider’s Website
on the same Business Day of receipt of such response if received by 2:00 p.m. or, if received after 2:00 p.m., on the
next Business Day by 12:00 p.m. (or, if the applicable party is the Rule 17g-5 Information Provider, on the same
Business Day of preparation of such response if prepared by 2:00 p.m. or, if prepared after 2 p.m., on the next Business
Day by 12:00 p.m.), and the Rule 17g-5 Information Provider shall, promptly after such written information or communication
has been uploaded to the Rule 17g-5 Information Provider’s Website, notify, or cause the notification of, each Registered
Rating Agency by electronic mail of the posting of such written information or communication. The foregoing shall include any Rating
Agency Confirmation request made pursuant to this Agreement, which shall be in writing, with a cover letter indicating the nature
of the request and shall include all information the requesting party believes is reasonably necessary for the applicable Rating
Agency to make its decision.


 


(c)         
Notwithstanding the provisions of Section 12.13(a) or Section 12.13(b) of this Agreement, any of
the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall
be permitted (but


 



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are not required) to orally communicate with the Rating Agencies in accordance with their respective obligations
under this Agreement, under the following circumstances: (i) such party provides a written summary of the information provided
to the Rating Agencies during such communication to the 17g-5 Information Provider electronically as provided in Section 12.13(h)
on the same day such oral communication takes place (provided that the summary of such oral communications shall not be
attributed to the Rating Agency the communication was with); or (ii) the Depositor, in its sole discretion, provides a written
authorization (which may be by electronic email) from the Depositor to the Master Servicer, the Special Servicer, the Certificate
Administrator, the Trustee, the Operating Advisor or the Custodian, as applicable, to orally communicate with such Rating Agency
(including, but not limited to, providing responses to inquiries from such Rating Agency); provided, that any such authorization
shall set forth the procedures that such party shall follow if it elects (in its sole discretion) to orally communicate with the
applicable Rating Agency, which procedures shall be reasonable and customary as is necessary to allow compliance with Rule 17g-5.
The 17g-5 Information Provider shall post any summary, communication or other information provided to it in accordance with
this paragraph on the 17g-5 Information Provider’s Website in accordance with the procedures set forth in Section 12.13(h).


 


(d)        
Each of the Rule 17g-5 Information Provider, the Master Servicer, the Special Servicer, the Certificate Administrator,
the Trustee, the Operating Advisor and the Custodian (each, an “Indemnifying Party”) hereby expressly agrees
to indemnify and hold harmless the Depositor and its respective officers, directors, shareholders, members, managers, employees,
agents, Affiliates and controlling persons, and the Trust Fund (each, an “Indemnified Party”), from and against
any and all losses, liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (including
reasonable legal fees and expenses, which for the avoidance of doubt include reasonable attorneys’ fees and expenses related
to the enforcement of this indemnity), joint or several, to which any such Indemnified Party may become subject, under the Act,
the Exchange Act or otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments,
costs, fees, penalties, fines, forfeitures or other expenses (including such reasonable legal fees and expenses) arise out of or
are based upon (i) such Indemnifying Party’s breach of Section 12.06, Section 12.13(a), Section 12.13(b),
Section 12.13(c), Section 12.13(g) or Section 12.13(h) of this Agreement or (ii) a determination
by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof pursuant
to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such breach referred to in clause (i) above by the
applicable Indemnifying Party, and will reimburse such Indemnified Party for any legal or other expenses reasonably incurred by
such Indemnified Party in connection with investigating or defending any such action or claim, as such expenses are incurred. The
Depositor shall notify each of the Master Servicer and the Special Servicer in writing of any change in the identity or contact
information of the Rule 17g-5 Information Provider (if it is not also the Certificate Administrator).


 


(e)         
None of the Master Servicer, the Special Servicer, the Certificate Administrator (unless the Certificate Administrator is
acting in the capacity of the Rule 17g-5 Information Provider), the Trustee, the Operating Advisor or the Custodian


 



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shall
have any liability for (i) the Rule 17g-5 Information Provider’s failure to post information provided by the
Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian in accordance
with the terms of this Agreement, (ii) any malfunction or disabling of the Rule 17g-5 Information Provider’s
Website or (iii) such party’s failure to perform any of its obligations under this Agreement regarding providing information
or communication to the Rating Agencies that are required to be performed after the Rule 17g-5 Information Provider posts
the related information or communication if the Rule 17g-5 Information Provider fails to notify such party that it has
posted such information or communication on the Rule 17g-5 Information Provider’s Website.


 


(f)         
None of the foregoing restrictions in this Section 12.13 prohibit or restrict oral or written communications,
or providing information, between the Master Servicer or the Special Servicer, on the one hand, and any Rating Agency, on the other
hand, with regard to (i) such Rating Agency’s review of the ratings it assigns to the Master Servicer or the Special
Servicer, as applicable, (ii) such Rating Agency’s approval of the Master Servicer or the Special Servicer, as applicable,
as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s evaluation of the Master
Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided, however,
that the Master Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates
or the Mortgage Loans to such Rating Agency in connection with such review and evaluation by such Rating Agency unless: (x) borrower,
property or deal specific identifiers are redacted; (y) the Master Servicer or the Special Servicer, as applicable, has in
fact previously provided such information to the Rule 17g-5 Information Provider and does not provide such information
to such Rating Agency until the earlier of (i) receipt of notification from the Rule 17g-5 Information Provider that such
information has been posted to the Rule 17g-5 Information Provider’s Website and (ii) after 12:00 p.m. on the
first Business Day following the date it has provided such information to the Rule 17g-5 Information Provider; or (z)
such Rating Agency has confirmed in writing to the Master Servicer or the Special Servicer, as applicable, that it does not intend
to use such information in undertaking credit rating surveillance for any Class of Certificates (and the party providing such
information to a Rating Agency shall, upon written request, certify to the Depositor that it received the confirmation described
in this clause (z)).


 


(g)        
The Rule 17g-5 Information Provider shall establish and maintain the Rule 17g-5 Information Provider’s
Website in the form of a password-protected Internet Website in accordance with this Section 12.13 and Section 12.06
of this Agreement.


 


(h)        
The Rule 17g-5 Information Provider shall post on the Rule 17g-5 Information Provider’s Website
and make available solely to the Rating Agencies and other NRSROs, the following items, to the extent such items are delivered
to it in an electronic document format suitable for website posting (and the parties required to deliver the following information
to the Rule 17g-5 Information Provider agree to do so in such format) via electronic mail at ratingagencynotice@citi.com,
specifically with a subject reference of “Benchmark 2019-B15” and an identification of the type of information
being provided in the body of such electronic mail (or via any alternative electronic mail address


 



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following notice to the parties
hereto or any other delivery method established or approved by the Rule 17g-5 Information Provider if or as may be necessary
or beneficial):


 


(i)         
all items delivered to the Rule 17g-5 Information Provider pursuant to Section 12.06;


 


(ii)        
all information and communications delivered to the Rule 17g-5 Information Provider pursuant to Sections 12.13(a),
12.13(b) and 12.13(c);


 


(iii)        any Form ABS Due Diligence-15E delivered to the Rule 17g-5 Information Provider pursuant to Section 12.13(l)
or by the Depositor;


 


(iv)        any transaction documents, closing documents and opinions relating to this transaction delivered to the Rule 17g-5
Information Provider by the Depositor; and


 


(v)        
any other information delivered to the Rule 17g-5 Information Provider pursuant to this Agreement.


 


The 17g-5 Information
Provider shall post the foregoing items on the 17g-5 Information Provider’s Website on the same Business Day of receipt
if received by 2:00 p.m. or, if received after 2:00 p.m., on the next Business Day by 12:00 p.m., and shall, promptly
following the posting of such item to the 17g-5 Information Provider’s Website, notify, or cause the notification of,
(A) each Registered Rating Agency and (B) the party that delivered such item to the 17g-5 Information Provider for posting
on the 17g-5 Information Provider’s Website, in each case by electronic mail, of the posting of such item on the 17g-5
Information Provider’s Website.


 


The Rule 17g-5
Information Provider shall have no obligation or duty to verify, confirm or otherwise determine whether the information being delivered
is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports to be. If any
information is delivered or posted in error, the Rule 17g-5 Information Provider may remove it from the Rue 17g-5
Information Provider’s Website. The Certificate Administrator and the Rule 17g-5 Information Provider have not obtained
and shall not be deemed to have obtained actual knowledge of any information only by receipt and posting to Certificate Administrator’s
Website or the Rule 17g-5 Information Provider’s Website, as applicable. Access will be provided by the Rule 17g-5
Information Provider to (i) the Rating Agencies upon registration at the Rule 17g-5 Information Provider’s
Website as a user thereof and (ii) other NRSROs upon registration at the Rule 17g-5 Information Provider’s
Website as a user thereof and receipt by the Rule 17g-5 Information Provider of an NRSRO Certification (which certification
may be submitted via e-mail to the Rule 17g-5 Information Provider). If a NRSRO (including any Rating Agency) requests
access to the 17g-5 Information Provider’s Website, access will be granted by the 17g-5 Information Provider on the
same Business Day provided such request is made (and, in the case of a NRSRO that is not a Rating Agency, a NRSRO Certification
is submitted to the Rule 17g-5 Information Provider) prior to 2:00 p.m., New York time on such Business Day, or if
received after 2:00 p.m., New York City time, on the following Business Day. The 17g-5 Information Provider shall permit
each Rating Agency to submit multiple email addresses for receipt of notices, including a general email address; provided,
that each email address so provided


 



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shall be associated with a registered user of the Rule 17g-5 Information Provider’s
Website. Questions regarding delivery of information to the Rule 17g-5 Information Provider may be directed to 1-888-855-9695
and ratingagencynotice@citi.com (specifically referencing “Benchmark 2019-B15” in the subject line) (or
to such other telephone number or e-mail address as the Rule 17g-5 Information Provider may designate).


 


The 17g-5 Information
Provider shall provide a mechanism to promptly notify each Person that has signed up for access to the 17g-5 Information Provider’s
Website in respect of the transaction governed by this Agreement each time an additional document is posted thereto. In connection
with providing access to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider
may require registration and the acceptance of a disclaimer. The Rule 17g-5 Information Provider shall not be liable for
the dissemination of information in accordance with the terms of this Agreement, makes no representations or warranties as to the
accuracy or completeness of such information being made available, and assumes no responsibility for such information. The Rule 17g-5
Information Provider shall not be liable for its failure to make any information available to the Rating Agencies or other NRSROs
unless such information was delivered to the Rule 17g-5 Information Provider at the e-mail address set forth herein
(or by any other form of electronic delivery reasonably acceptable to Rule 17g-5 Information Provider pursuant to the
terms of this Agreement), with a subject heading of “Benchmark 2019-B15” and sufficient detail to indicate that
such information is required to be posted on the Rule 17g-5 Information Provider’s Website. In connection with notifying
a Registered Rating Agency of any information posted to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5
Information Provider shall only be responsible for sending such notices to the electronic mail address(es) of such Registered Rating
Agency as provided by such Registered Rating Agency upon its registration as user of the Rule 17g-5 Information Provider’s
Website or upon any subsequent update of such electronic mail address(es) made by such Registered Rating Agency through the Rule 17g-5
Information Provider’s Website, and the Rule 17g-5 Information Provider shall not be responsible for sending any
notices to any electronic mail address(es) of any Registered Rating Agency that is not provided to the Rule 17g-5 Information
in the manner described in this sentence.


 


(i)          
In connection with the delivery by the Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or
Trustee, as applicable, to the Rule 17g-5 Information Provider of any information, report, notice or document for posting
to the Rule 17g-5 Information Provider’s Website, the Rule 17g-5 Information Provider shall notify the
Master Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, of when such information,
report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website, and the Master
Servicer, Special Servicer, Certificate Administrator, Operating Advisor or Trustee, as applicable, may (but is not obligated to)
send such information, report, notice or other document to the applicable Rating Agency promptly following the earlier of (a) receipt
of notification from the Rule 17g-5 Information Provider that such information, report, notice or other document has been
posted to the Rule 17g-5 Information Provider’s Website and (b) after 12:00 p.m. on the first Business
Day following the date it has provided such information, report, notice or other document to the Rule 17g-5 Information
Provider.


 


(j)          
With respect to each Outside Serviced Mortgage Loan, each of the Master Servicer, the Certificate Administrator and the
Trustee shall provide to the 17g-5


 



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Information Provider for posting on the 17g-5 Information Provider’s Website,
promptly upon receipt from an Outside Service Provider, all reports, statements, documents, notices and other information it receives
in respect of such Outside Serviced Mortgage Loan that would otherwise have been required to be submitted to the 17g-5 Information
Provider under this Agreement for posting had such Outside Serviced Mortgage Loan been a Serviced Mortgage Loan. The 17g-5
Information Provider shall post on the 17g-5 Information Provider’s Website all such information it receives in accordance
with this Agreement.


 


(k)         
The Master Servicer or the Special Servicer may, but shall not be obligated to, provide information to the 17g-5 Information
Provider that is neither specifically required hereunder nor requested by any Rating Agency. Any such information shall be posted
by the 17g-5 Information Provider in accordance with the timeframe provided in Section 12.13(b).


 


(l)          
If any of the parties to this Agreement receives a Form ABS Due Diligence-15E from any Person in connection with any
third-party “due diligence services” (as defined in Rule 17g-10 under the Exchange Act) provided by such
Person with respect to the Mortgage Loans (“Due Diligence Service Provider”), such receiving party shall promptly
forward such Form ABS Due Diligence-15E to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s
Website in accordance with Section 12.13(h). The 17g-5 Information Provider shall post on the 17g-5 Information
Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service Provider or from
another party to this Agreement, in accordance with the timeframe provided in Section 12.13(h).


 


(m)        
Neither the Master Servicer nor the Special Servicer shall be required to make any determination as to whether any service
provided by a third party requires obtaining a Form ABS Due Diligence-15E.


 


Section 12.14  
Cooperation With the Mortgage Loan Sellers With Respect to Rights Under the Loan Agreements. It is expressly agreed
and understood that, notwithstanding the assignment of the Loan Documents, it is expressly intended that the Mortgage Loan Sellers
are entitled to the benefit of any securitization indemnification provisions that specifically run to the benefit of the lenders
in the Loan Documents. Therefore, the Depositor, Master Servicer, Special Servicer and Trustee hereby agree to reasonably cooperate
with any Mortgage Loan Seller, at the sole expense of such Mortgage Loan Seller, with respect to obtaining the benefits of the
provisions of any section of a Loan Agreement or securitization cooperation agreement providing for indemnification of the lender
and/or its loan seller affiliates with respect to the current securitization of the related Mortgage Loan, including, without limitation,
executing any documents as are reasonably necessary to permit the related Mortgage Loan Seller to enforce such provisions for its
benefit; provided, that none of the Depositor, Master Servicer, Special Servicer or Trustee shall be required to take any action
that is inconsistent with the Servicing Standard, would violate applicable law, the terms and provisions of this Agreement or the
Loan Documents, would adversely affect any Certificateholder, would cause any Trust REMIC to fail to qualify as a REMIC or the
Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, or would result in the imposition of a “prohibited
transaction” or “prohibited contribution” tax


 






     - 489 -


     


    

 


under the REMIC Provisions. To the extent that the Trustee is required
to execute any document facilitating the above rights of a Mortgage Loan Seller under this Section 12.14, such document
shall be in form and substance reasonably acceptable to the Trustee.


 


Section 12.15  
PNC Bank, National Association. PNC Bank, National Association, by execution hereof by its division, Midland Loan
Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable
against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services,
a Division of PNC Bank, National Association.


 


[Signature Pages Follow]


 






     - 490 -


     


    



 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
all as of the day and year first above written.


 


	 	CITIGROUP COMMERCIAL MORTGAGE
	 	SECURITIES
    INC., as Depositor
	 	 
	 	By:	/s/
                                                                     Richard W Simpson

	 	 	Name: Richard W Simpson
	 	 	Title: President



 





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	 	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



 

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	 	MIDLAND LOAN SERVICES,
	 	A
    DIVISION OF PNC BANK, NATIONAL
	 	ASSOCIATION,
    as Special Servicer
	 	 
	 	By:	/s/
                                                                     David A. Eckels

	 	 	Name: David A. Eckels
	 	 	Title:   Senior Vice President



 

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	 	PARK
        BRIDGE LENDER SERVICES LLC

        as Operating Advisor and as Asset Representations Reviewer

         

	 	By:   Park
    Bridge Advisors LLC, a New York limited liability company, its Sole Member

    

    By:  Park Bridge Financial LLC, a New York limited liability company, its Sole Member
	 	 
	 	By:	/s/
                                                                     Robert J. Spinna, Jr.

	 	 	Name: Robert J. Spinna, Jr.
	 	 	Title:   Managing Member



 

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	 	CITIBANK, N.A., as Certificate Administrator
	 	 
	 	By:	/s/
                                                                     Dragana Boskovic

	 	 	Name: Dragana Boskovic
	 	 	Title:   Senior Trust Officer



 

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	 	WILMINGTON TRUST, NATIONAL 

ASSOCIATION,
    as Trustee
	 	 
	 	By:	/s/
                                                                     Beverly D. Capers

	 	 	Name: Beverly D. Capers
	 	 	Title:   Assistant Vice President



 

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2019-B15 – Pooling and Servicing Agreement

 



     


     


    

	STATE OF 	)	 
	 	) ss:	 
	COUNTY OF 	)	 


 


On
this 10 day of December 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Richard Simpson, to me known who, by me duly sworn, did depose and acknowledge before me and
say that s/he is the President of Citigroup Commercial Mortgage Securities Inc. a New York, one of the entities described in
and that executed the foregoing instrument; and that s/he signed her/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.


 


	Nannette
    L. Edwards 	 	/s/
                                         Nannette L. Edwards

	Notary
    Public, State of New York 

    No. 01ED6158862 

    Qualified in Queens County 

    Commission Expires Jan. 08, 2023	 	Notary
    Public in and for the 

    State of New York
	 	 	 
	My
    Commission expires:	 	 
	 	 	 
	[NOTARIAL
    SEAL]	 	 


 

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2019-B15 – Pooling and Servicing Agreement

 


     


     


    

	STATE OF KANSAS	)	 
	 	)      ss.:	 
	COUNTY OF JOHNSON	)	 


 


On
this 10th day of December 2019, before me, a motary 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 KANSAS	)	 
	 	)     ss.:	 
	COUNTY OF JOHNSON	)	 


 


On
this 10th day of December 2019, before me, a motary 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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2019-B15 – Pooling and Servicing Agreement

 


     


     


    

	STATE OF NEW YORK	)	 
	 	)     ss:	 
	COUNTY OF NEW YORK	)	 


 


On
this 10th day of December 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge
before me and say that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors
LLC, which in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing
instrument; and that he signed his name thereto under authority of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 


	 	 	/s/
Niaja Williams Mowatt

	 	 	NOTARY PUBLIC in
    and for the
	 	 	State of New York
	 	 	 
	[SEAL]	 	 
	 	 	 
	My
Commission expires: Feb 4, 2023	 	 
	                                            (Date)	 	 
	 	 	 
	NIAJA
    WILLIAMS MOWATT 

Notary Public - State of New York 

NO. 01WI6184241 

Qualified in Suffolk County 

My Commission Expires
    March 31, 2020	 	 


 

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2019-B15 – Pooling and Servicing Agreement

 


     


     


    

	STATE OF New York	)	 
	 	) ss:	 
	COUNTY OF Richmond	)	 


 


On
this 10 day of December 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Dragana Boskovic, to me known who, by me duly sworn, did depose and acknowledge before me and say
that s/he is the Senior Trust Officer of Citibank, N.A. a national banking association, one of the entities described in and that
executed the foregoing instrument; and that s/he signed her/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.


 


	KATE
    MOLINA 	 	/s/
                                         Kate Molina

	Notary
    Public – State of New York 	 	Notary
    Public in and for the
	NO.
    01M06387127 	 	State
    of New York
	Qualified
    in Richmond County 	 	 
	My
    Commission Expires Feb 4, 2023	 	 
	 	 	 
	My
    Commission expires: 10/4/2023	 	 
	 	 	 
	[NOTARIAL
    SEAL]	 	 


 

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2019-B15 – Pooling and Servicing Agreement

 


     


     


    

	STATE OF DELAWARE	)	 
	 	) ss:	 
	COUNTY OF NEW CASTLE	)	 


 


On
this 10th day of December 2019, before me, the undersigned, a Notary Public in and for the State of Delaware, duly commissioned
and sworn, personally appeared Beverly D. Capers, to me known who, by me duly sworn, did depose and acknowledge before me and
say that s/he is the Assistant Vice President of Wilmington Trust, a national banking association, one of the entities described
in and that executed the foregoing instrument; and that s/he signed her/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/
                                         Christina Bader

	 	 	Notary
    Public in and for the
	 	 	State
    of Delaware
	 	 	 
	My
    Commission expires:	 	 
	 	 	 
	[NOTARIAL
    SEAL]	 	 
	 	 	CHRISTINA
    BADER 

    NOTARY PUBLIC 

    STATE OF DELAWARE 

    MY COMMISSION 

    EXPIRES 

    MARCH 22-2020  




 

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EXHIBIT
A-1


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-1


 


[UNLESS THIS CERTIFICATE
IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE
CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME
OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE
& CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF
FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 






	1	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.
	 	 




	2	Global
Certificate legend.






  




    A-1-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-1


 


	Pass-Through Rate: 2.0030% per annum	 
	 	 
	First Distribution Date: January 17, 2020	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-1 Certificates:  $15,769,000	Scheduled Final Distribution Date: the Distribution Date in November 2024
	 	 


	
        CUSIP: 08160K AA2

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08160KAA25

         

        Common Code: 209600099

        

         
	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-1 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR,
Class J-RR, Class R and Class VRR Certificates (together with the Class A-1 Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 



    A-1-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-1
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-1 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 



    A-1-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that 



 






    A-1-4


     


    

 


	 	 	the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-1-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 



    A-1-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-1-7


     


    

 

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-1 Certificate to be duly executed.


 





	 	Citibank, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: December 18, 2019


 


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	Citibank,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-1-8


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-1 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-1 Certificate of the entire Percentage Interest represented by the within Class
A-1 Certificates to the above-named Assignee(s) and to deliver such Class A-1 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-1-9


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-1-10


     


    

 








EXHIBIT
A-2


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-2


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 







		3	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



		 	 



		4	Global Certificate legend.



 










    A-2-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-2


 


	Pass-Through Rate: 2.9140% per annum	 
	 	 
	First Distribution Date: January 17, 2020	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-2 Certificates:  $48,560,000	Scheduled Final Distribution Date: the Distribution Date in November 2024
	 	 


	
        CUSIP:  08160K AB0

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08160KAB08

         

        Common Code: 209600129

         
	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-2 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-3, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class A-2 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-2-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-2
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-2 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 



    A-2-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that 



 






    A-2-4


     


    

 


	 	 	the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-2-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 



    A-2-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-2-7


     


    

 







IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-2 Certificate to be duly executed.


 





	 	Citibank, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: December 18, 2019


 


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	Citibank,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-2-8


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-2 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-2 Certificate of the entire Percentage Interest represented by the within Class
A-2 Certificates to the above-named Assignee(s) and to deliver such Class A-2 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-2-9


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-2-10


     


    

  





EXHIBIT
A-3


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-3


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]5


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]6


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 









		5	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



		 	 



		6	Global
Certificate legend.











    A-3-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-3


 


	Pass-Through Rate:  2.6670% per annum	 
	 	 
	First Distribution Date: September 17, 2019	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-3 Certificates:  $24,167,000	Scheduled Final Distribution Date: the Distribution Date in November 2026
	 	 


	
        CUSIP:  08160K AC8

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08160KAC80

         

        Common Code: 209600102

        

         
	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-3 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-4, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class A-3 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-3-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-3
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-3 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 



    A-3-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that 



 






    A-3-4


     


    

 


	 	 	the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-3-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 



    A-3-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-3-7


     


    

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 





	 	Citibank, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: December 18, 2019


 


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	Citibank,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-3-8


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-3 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-3 Certificate of the entire Percentage Interest represented by the within Class A-3 Certificates to the above-named Assignee(s) and to deliver such Class A-3 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-3-9


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-3-10


     


    

 


EXHIBIT
A-4


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-4


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]7


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]8


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 









		7	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



		 	 



		8	Global
Certificate legend.











    A-4-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-4


 


	Pass-Through Rate:  2.6730% per annum	 
	 	 
	First Distribution Date: January 17, 2020	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-4 Certificates:  $75,000,000	Scheduled Final Distribution Date: the Distribution Date in October 2029
	 	 


	
        CUSIP:  08160K AD6

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08160KAD63

         

        Common Code: 209600137

        

         
	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-4 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-5, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class A-4 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-4-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-4
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-4 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 



    A-4-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that 



 






    A-4-4


     


    

 


	 	 	the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-4-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 



    A-4-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-4-7


     


    

 

 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A- 4 Certificate to be duly executed.


 





	 	Citibank, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 


Dated: December 18, 2019


 


 


CERTIFICATE
OF AUTHENTICATION


 


This is one of the
Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	Citibank,
N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



  




    A-4-8


     


    

 





ASSIGNMENT


 


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class A-4 Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-4 Certificate of the entire Percentage Interest represented by the within Class
A-4 Certificates to the above-named Assignee(s) and to deliver such Class A-4 Certificate to the following address:


 


Date:
_______________


 




		 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number






 






    A-4-9


     


    

  





DISTRIBUTION
INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 






    A-4-10


     


    

  


EXHIBIT
A-5


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-5


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]9


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]10


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


 









		9	Legend required as long as DTC is the Depository under
the Pooling and Servicing Agreement.



		 	 



		10	Global
Certificate legend.











    A-5-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-5


 


	Pass-Through Rate:  2.9280% per annum	 
	 	 
	First Distribution Date: January 17, 2020	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class A-5 Certificates:  $385,107,000	Scheduled Final Distribution Date: the Distribution Date in November 2029
	 	 


	
        CUSIP:  08160K AE4

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN: US08160KAE47

         

        Common Code: 209600153

        

         
	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-5 Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-AB, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class A-5 Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-5-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-5
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-5 Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 



    A-5-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that 



 






    A-5-4


     


    

 


	 	 	the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 



    A-5-5


     


    

 





		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 



    A-5-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-5-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.





	 	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019





	 	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely

as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




    A-5-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-5 Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-5 Certificate of the entire Percentage Interest represented by the within
Class A-5 Certificates to the above-named Assignee(s) and to deliver such Class A-5 Certificate to the following address:








	 	 	 
	Date: 	 	 	 	 
	 	 	 
	 	 	Signature by or on behalf of Assignor(s) 
	 	 	 
	 	 	Taxpayer Identification Number







  




    A-5-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.
















	 	 	 
	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number




 





    A-5-10


     


    







 


EXHIBIT
A-6


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-AB


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]11


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]12


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


11
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


12
       Global Certificate legend.



 




    A-6-1


     


    

 


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-AB


 


	Pass-Through Rate:  2.8590% per annum	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-AB Certificates:  $24,285,000	 	Scheduled Final Distribution Date: the Distribution Date in May 2029
	 	 	 


  


	
        CUSIP:  08160K AF1

          
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:  US08160KAF12

         

        Common Code: 209600145

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-AB Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class X-A,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class A-AB Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-6-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-AB
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-AB Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 


 






    A-6-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that




  



    A-6-4


     


    

 





			the
Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to
the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk
and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to
restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event
that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk
retention requirements no longer applicable to this securitization transaction in light of such repeal;









 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


 






    A-6-5


     


    

 


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 


 






    A-6-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-6-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-AB Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


  


Dated: December 18, 2019


  


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-AB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory






 




    A-6-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-AB Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-AB Certificate of the entire Percentage Interest represented by the within
Class A-AB Certificates to the above-named Assignee(s) and to deliver such Class A-AB Certificate to the following address:


 


Date:
_________________ 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-6-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



 




    A-6-10


     


    

 


EXHIBIT
A-7


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-A


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS A-1, CLASS A-2, CLASS A-3,
CLASS A-4, CLASS A-5, CLASS A-AB AND CLASS A-S certificates.
ACCORDINGLY, THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-A CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.



 




    A-7-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-A


 


	Pass-Through Rate:  Variable IO3	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-A Certificates:  $634,268,000	 	Scheduled Final Distribution Date:  the Distribution Date in November 2029
	 	 	 


  


	
        CUSIP:  08160K
AH7 

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:
US08160KAH77

         

        Common
Code: 209602482 
	 	 
	 	 	 
	
        No.:
[1]
	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-A Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class X-A Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To





 





 



  


3
The initial approximate Pass-Through Rate as of the Closing Date is 0.9494% per annum.


 






    A-7-2


     


    

 


the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class X-A
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-A Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement. 


 






    A-7-3


     


    




 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 






    A-7-4


     


    

 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any


 


 






    A-7-5


     


    

 


provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 






    A-7-6


     


    

 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-7-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory





 



 


Dated:
December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory






 




    A-7-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class X-A Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-A Certificate of the entire Percentage Interest represented by the within
Class X-A Certificates to the above-named Assignee(s) and to deliver such Class X-A Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





  




    A-7-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 





Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


  




    A-7-10


     


    

 


EXHIBIT
A-8


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-S


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



  


1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend. 





 




    A-8-1


     


    

BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS A-S


 


	Pass-Through Rate:  The lesser of 3.2310% per annum and the WAC Rate	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class A-S Certificates:  $61,380,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2029
	 	 	 


  


	
        CUSIP:  08160K
AG9 

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:
US08160KAG94 

         

        Common
Code: 209600161

         
	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class A-S Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class A-S Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-8-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class A-S
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class A-S Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing
Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate
Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate
Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution with
respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation, the
Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within
two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay
to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 


 






    A-8-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that




 






    A-8-4


     


    

 





			

                                                                                the
Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to
the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk
and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to
restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event
that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk
retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


 






    A-8-5


     


    

  


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 


 






    A-8-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-8-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


  


Dated:
December 18, 2019 


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory









 




    A-8-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class A-S Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class A-S Certificate of the entire Percentage Interest represented by the within
Class A-S Certificates to the above-named Assignee(s) and to deliver such Class A-S Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-8-9


     


    

 


 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 





    A-8-10


     


    

 


EXHIBIT
A-9


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS B


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.



 




    A-9-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS B


 


	Pass-Through Rate:  The lesser of 3.5640% per annum and the WAC Rate	 	
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class B Certificates:  $40,921,000	 	Scheduled Final Distribution Date: the Distribution Date in November 2029
	 	 	 
	
        CUSIP:  08160KAJ3 

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:
US08160KAJ34

         

        Common
Code: 209600170 
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class B Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 






    A-9-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class B
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 


 






    A-9-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that




 






    A-9-4


     


    

 





			

                                                                                the
Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to
the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk
and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to
restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event
that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk
retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 






    A-9-5


     


    

 


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 






    A-9-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-9-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class B Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory









 


Dated:
December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory









 




    A-9-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class B Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class B Certificate of the entire Percentage Interest represented by the within Class B
Certificates to the above-named Assignee(s) and to deliver such Class B Certificate to the following address:


 


Date:
_________________ 


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-9-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 





    A-9-10


     


    

 


EXHIBIT
A-10


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS C


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE UNDERWRITERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend. 



 




    A-10-1


     


    

 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS C


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class C Certificates:  $36,829,000	 	Scheduled Final Distribution Date: the Distribution Date in December 2029
	 	 	 
	
        CUSIP:  08160KAK0 

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:
US08160KAK07

         

        Common
Code: 209600188 
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class C Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class J-RR, Class R and Class VRR Certificates (together with the Class C Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 





 



 


3
The initial approximate Pass-Through Rate as of the Closing Date is 3.8399% per annum.


 






    A-10-2


     


    

 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class C
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class C Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the
Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject to the Pooling
and Servicing Agreement, together with the Mortgage Files relating thereto;


 


 






    A-10-3


     


    

 


(ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage Loan, the Due Date
in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off Date); (iii) any REO
Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest
in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with respect to any REO Property
relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan Combination); (v) the Master
Servicer’s and the Trustee’s rights under the insurance policies with respect to the Mortgage Loans required to be
maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s rights in any Assignments
of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under any indemnities or guaranties
given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the Certificate Administrator’s
rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage Loans deposited in the Collection Account,
the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve Account, the Excess Liquidation Proceeds
Reserve Account and any REO Account, including any reinvestment income thereon; (ix) the Trustee’s rights in any environmental
indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s rights under the Mortgage Loan Purchase Agreements
to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling and Servicing Agreement; (xi) the Lower-Tier Regular
Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold Event Collateral.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to
modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the qualification of any Trust REMIC
as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition of any tax on the Trust Fund,
provided that




 






    A-10-4


     


    

 





			the
Trustee and the Certificate Administrator have received an opinion of counsel (at the expense of the party requesting the amendment) to
the effect that (1) the action is necessary or desirable to maintain such qualification or to avoid or minimize such risk
and (2) the action will not adversely affect in any material respect the interests of any holder of the Certificates, (B) to
restrict (or to remove any existing restrictions with respect to) the transfer of the Class R Certificates, provided that
the Depositor has determined that the amendment will not give rise to any tax with respect to the transfer of the Class R Certificates
to a non-Permitted Transferee, (C) to the extent necessary to comply with the Investment Company Act of 1940, as amended,
the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D) in the event
that Regulation RR (or any portion thereof) or any other regulations applicable to the risk retention requirements for this securitization
transaction are amended or repealed, to the extent required to comply with any such amendment or to modify or eliminate any risk
retention requirements no longer applicable to this securitization transaction in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or
rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


 






    A-10-5


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the


 


 






    A-10-6


     


    

 


Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




    A-10-7


     


    

 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class C Certificate to be duly executed.


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


  


Dated:
December 18, 2019 


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 





	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory





 



 




    A-10-8


     


    

 


ASSIGNMENT


 


FOR VALUE RECEIVED,
the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class C Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class C Certificate of the entire Percentage Interest represented by the within Class C
Certificates to the above-named Assignee(s) and to deliver such Class C Certificate to the following address:


 


Date:
_________________ 





	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number





 




    A-10-9


     


    

 


DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



 




    A-10-10


     


    



 


EXHIBIT
A-11


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-b


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS B CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-B CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 






     A-11-1


     


    

 


CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-11-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-B


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-B Certificates:  $40,921,000	 	Scheduled Final Distribution Date:  the Distribution Date in December 2072
	 	 	 





	
        CUSIP:   08160K AS35

        08160K AT16

        U0810R AD97

         

        

        

        

         
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:       US08160KAS338

        US08160KAT169

        USU0810RAD9910

          
	 	 
	Common Code: 209602571	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-B Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is 0.2759% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 






     A-11-3


     


    

 


Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-D, Class X-F, Class D, Class E, Class F, Class G-RR,
Class J-RR, Class R and Class VRR Certificates (together with the Class X-B Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class X-B
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-B Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders


 






     A-11-4


     


    

 


concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-11-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-11-6


     


    

 


rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-11-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-11-8


     


    





 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-11-9


     


    


 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-B Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-B Certificate of the entire Percentage Interest represented by the within Class
X-B Certificates to the above-named Assignee(s) and to deliver such Class X-B Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-11-10


     


    


 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-11-11


     


    


 


EXHIBIT
A-12


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCES OF THE CLASS D AND CLASS E CERTIFICATES. ACCORDINGLY,
THE NOTIONAL AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-D CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 






     A-12-1


     


    

 


CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-12-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-D


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-D Certificates:  $40,920,000	 	Scheduled Final Distribution Date:  the Distribution Date in December 2072
	 	 	 





	
        CUSIP:   08160K AU85

        08160K AV66

        U0810RAE77

          
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:      US08160KAU888

        US08160KAV619

        USU0810RAE7210

          
	 	 
	Common Code: 209602636	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is 1.0899% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 






     A-12-3


     


    

 


Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-F, Class D, Class E, Class F, Class G-RR,
Class J-RR, Class R and Class VRR Certificates (together with the Class X-D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class X-D
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders


 






     A-12-4


     


    

 


concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-12-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-12-6


     


    

 


rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-12-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-12-8


     


    


 


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-D  Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-12-9


     


    

 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class X-D Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-D Certificate of the entire Percentage Interest represented by the within Class
X-D Certificates to the above-named Assignee(s) and to deliver such Class X-D Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-12-10


     


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-12-11


     


    

 


EXHIBIT
A-13


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE NOTIONAL AMOUNT OF THIS CERTIFICATE
WILL BE REDUCED IN CONNECTION WITH THE REDUCTION OF THE CERTIFICATE BALANCE OF THE CLASS F CERTIFICATES. ACCORDINGLY, THE NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


THIS CLASS X-F CERTIFICATE WILL NOT BE
ENTITLED TO RECEIVE DISTRIBUTIONS OF PRINCIPAL.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 






     A-14-1


     


    

 


CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED BY
OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS
AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR
A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG.
SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR
USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT”
WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED
TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING
AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY
GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL
NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-14-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS X-F


 


	Pass-Through Rate:  Variable IO4	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Notional Amount of the Class X-F Certificates:  $21,483,000	 	Scheduled Final Distribution Date:  the Distribution Date in December 2072
	 	 	 





	
        CUSIP:  08160K AW45

        08160K AX26

        U0810R AF47

          
	 	Initial Notional Amount of this Certificate: $[_____]
	
        ISIN:       US08160KAW458

        US08160KAX289

        USU0810RAF4810

          
	 	 
	Common Code: 209602679	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class X-F Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing


 





 



 





4
The initial approximate Pass-Through Rate as of the Closing Date is 1.0899% per annum.


 


5
For Rule 144A Certificates


 


6
For Regulation S Certificates


 


7
For IAI Certificates


 


8
For Rule 144A Certificates


 


9
For Regulation S Certificates


 


10
For IAI Certificates


 






     A-14-3


     


    

 


Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class D, Class E, Class F, Class G-RR,
Class J-RR, Class R and Class VRR Certificates (together with the Class X-F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class X-F
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class X-F Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders


 






     A-14-4


     


    

 


concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(viii)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-14-5


     


    

 


		(ix)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(x)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(xi)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(xii)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(xiii)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(xiv)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further that no
amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights or the
right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the consent
of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the Pooling
and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner the obligations
or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan Purchase Agreement
without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-14-6


     


    

 


rights of any Underwriter
or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely affect any Serviced
Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment shall be borne
by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting an amendment
for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(ix)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(x)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(xi)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(xii)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(xiii)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(xiv)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(xv)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(xvi)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-14-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-14-8


     


    


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class X-F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-14-9


     


    

 





ASSIGNMENT


  


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto
____________________________________ ______________________________(please print or typewrite name(s) and address(es),
including postal zip code(s) of assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by
the within Class X-F  Certificate and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the
Certificate Register of the Trust Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class X-F Certificate of the entire Percentage Interest represented by the within Class
X-F Certificates to the above-named Assignee(s) and to deliver such Class X-F Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-14-10


     


    

 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-14-11


     


    

 


EXHIBIT
A-14


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS D


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS
OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL
AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL
AND INTEREST ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF
THE SAME SERIES.


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


 


3
       Global Certificate legend.


 






     A-14-1


     


    

 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE OR
FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”) TO A PERSON
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (A “QIB”),
OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE, OR OTHER TRANSFER
IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS NOT A “U.S.
PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE SECURITIES
ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY OWNERS COME
WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB, AND (B) IN EACH
CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-14-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS D


 


	Pass-Through Rate:  2.7500%	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class D Certificates:  $23,529,000	 	Scheduled Final Distribution Date: the Distribution Date in December 2072
	 	 	 





	
        CUSIP:  08160K
AL84

08160K AM65

U0810R AA56

 

        
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160KAL897

        US08160KAM628

        USU0810RAA509

          
	 	 
	Common Code: 209600501	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class D Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing


 





 



 





4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






     A-14-3


     


    

 


Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class E, Class F, Class G-RR,
Class J-RR, Class R and Class VRR Certificates (together with the Class D Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class D
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class D Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders


 






     A-14-4


     


    

 


concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-14-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-14-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-14-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-14-8


     


    


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this  Class D Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-14-9


     


    


 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class D Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class D Certificate of the entire Percentage Interest represented by the within Class D Certificates to the above-named Assignee(s) and to deliver such Class D Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-14-10


     


    


 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-14-11


     


    
 


EXHIBIT
A-15


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS E


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


NO BENEFICIAL OWNERS OF THIS TEMPORARY
REGULATION S GLOBAL CERTIFICATE SHALL BE ENTITLED TO RECEIVE PAYMENTS OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS
HAVE BEEN DELIVERED PURSUANT TO THE TERMS OF THE POOLING AND SERVICING AGREEMENT.]1


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]2


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 





 



 





1
       Temporary Regulation S Global Certificate legend.


 


2
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


3
       Global Certificate legend.


 






     A-15-1


     


    

 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 




     A-15-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS E


 


	Pass-Through Rate:  2.7500% 	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class E Certificates: $17,391,000	 	Scheduled Final Distribution Date: the Distribution Date in December 2072
	 	 	 





	
        CUSIP:   08160KAN44

        08160K AP95

        U0810R AB36

        

        

          
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160KAN467

        US08160KAP938

        USU0810RAB349

          
	 	 
	Common Code: 209600536	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class E Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing


 





 



 





4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






     A-15-3


     


    

 


Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class F, Class G-RR,
Class J-RR, Class R and Class VRR Certificates (together with the Class E Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class E
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class E Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders


 






     A-15-4


     


    

 


concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-15-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-15-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-15-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-15-8


     


    


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class E Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-15-9


     


    


 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class E Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class E Certificate of the entire Percentage Interest represented by the within Class
E Certificates to the above-named Assignee(s) and to deliver such Class E Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-15-10


     


    


 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-15-11


     


    


 


EXHIBIT
A-16


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS F


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 






     A-16-1


     


    

 


MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


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. 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-16-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS F


 


	Pass-Through Rate:  2.7500%	 
	 	 
	First Distribution Date: January 17, 2020	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates: $21,483,000	Scheduled Final Distribution Date: the Distribution Date in December 2072
	 	 





	
        CUSIP:   08160K AQ73

        08160K AR54

        U0810R AC15

        

        

         
	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160KAQ766

        US08160KAR597

        USU0810RAC178

          
	 
	Common Code: 209600889	 
	 	 
	No.:  [1]	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class F Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing


 





 



 





3
For Rule 144A Certificates


 


4
For Regulation S Certificates


 


5
For IAI Certificates


 


6
For Rule 144A Certificates


 


7
For Regulation S Certificates


 


8
For IAI Certificates


 






     A-16-3


     


    

 


Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class G-RR,
Class J-RR, Class R and Class VRR Certificates (together with the Class F Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class F
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class F Certificates is the calendar month
preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If
within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders


 






     A-16-4


     


    

 


concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-16-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-16-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-16-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-16-8


     


    


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class F Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-16-9


     


    


 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class F Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class F Certificate of the entire Percentage Interest represented by the within Class
F Certificates to the above-named Assignee(s) and to deliver such Class F Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-16-10


     


    


 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-16-11


     


    

 


EXHIBIT
A-17


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS G-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 






     A-17-1


     


    

 


NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


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. 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-17-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS G-RR


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class G-RR Certificates: $8,184,000	 	Scheduled Final Distribution Date: the Distribution Date in December 2072
	 	 	 





	
        CUSIP:  08160K AY04

        08160K AZ75

        U0810R AG26

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160KAY017

        US08160KAZ758

        USU0810RAG219

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class G-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
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any


 





 



 





3
The initial approximate Pass-Through Rate as of the Closing Date is 3.8399% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






     A-17-3


     


    

 


provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class J-RR, Class R and Class VRR Certificates (together with the Class G-RR Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class G-RR
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class G-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If


 






     A-17-4


     


    

 


within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-17-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-17-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-17-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-17-8


     


    


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class G-RR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class  G-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-17-9


     


    


 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class  G-RR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class  G-RR Certificate of the entire Percentage Interest represented by the within Class
 G-RR Certificates to the above-named Assignee(s) and to deliver such Class  G-RR Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-17-10


     


    


 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-17-11


     


    


 

EXHIBIT
A-18


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS J-RR


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY
AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE REGISTRAR
FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]1


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE SHALL
BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS CERTIFICATE DOES NOT REPRESENT AN
INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY TO THE POOLING AND SERVICING AGREEMENT
REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER (OR ITS REPRESENTATIVE), THE initial
purchasers OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS IN RESPECT OF THIS CERTIFICATE
ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS
CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


DISTRIBUTIONS OF PRINCIPAL AND INTEREST
ON THIS CERTIFICATE ARE SUBORDINATED TO DISTRIBUTIONS OF PRINCIPAL AND INTEREST ON OTHER CLASSES OF CERTIFICATES OF THE SAME SERIES.


 


THIS CERTIFICATE HAS
NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”),
OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”)
TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A
(A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE,
OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION THAT IS
NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER
THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL THE EQUITY
OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS


 





 



 





1
       Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
       Global Certificate legend.


 






     A-18-1


     


    

 


NOT A QIB,
AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY
NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE BENEFIT PLAN OR
OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL,
STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE
CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED PLAN ASSETS
UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER PERSON ACTING
ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) SUCH PERSON IS AN “INSURANCE
COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, AND (II) ALL CONDITIONS OF SECTIONS
I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S
ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS
CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW, SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL
PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.


 


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. 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-18-2


     


    


 


BENCHMARK 2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS J-RR


 


	Pass-Through Rate:  The WAC Rate3	 	 
	 	 	 
	First Distribution Date: January 17, 2020	 	Cut-Off Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 	 
	Aggregate Initial Certificate Balance of the Class J-RR Certificates: $35,806,491	 	Scheduled Final Distribution Date: the Distribution Date in December 2072
	 	 	 





	
        CUSIP:  08160K BA14

        08160K BB95

        U0810R AH06

        

        

         
	 	Initial Certificate Balance of this Certificate: $[_____]
	
        ISIN:      US08160KBA167

        US08160KBB988

        USU0810RAH049

        
	 	 
	 	 	 
	No.:  [1]	 	 


 


This certifies that
[           ] is the registered owner of a beneficial ownership interest
in a Trust Fund, including the distributions to be made with respect to the Class J-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
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans) are
to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of
the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.
In the event that there is any conflict between any


 





 



 





3
The initial approximate Pass-Through Rate as of the Closing Date is 3.8399% per annum.


 


4
For Rule 144A Certificates


 


5
For Regulation S Certificates


 


6
For IAI Certificates


 


7
For Rule 144A Certificates


 


8
For Regulation S Certificates


 


9
For IAI Certificates


 






     A-18-3


     


    

 


provision of this Certificate and any provision of the Pooling and Servicing
Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under the Pooling
and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E, Class F,
Class G-RR, Class R and Class VRR Certificates (together with the Class J-RR Certificates, the “Certificates”;
the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This Certificate is
issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. To the extent not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling
and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates
or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate Administrator under the Pooling
and Servicing Agreement.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution on any
Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each such date,
a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related Record
Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class J-RR
Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate
may be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


Interest accrued on
this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate,
if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” with respect to any Distribution Date and with respect to the Class J-RR Certificates is the calendar
month preceding the month in which such Distribution Date occurs and is assumed to consist of 30 days.


 


All distributions
(other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons in whose names
the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the month
preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer of immediately
available funds to the account of such Certificateholder at a bank or other entity located in the United States and having appropriate
facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with written wiring instructions
no less than five (5) Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder. The final distribution
on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate at the office of
the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that
is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall be set aside and held
in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall terminate. If any
Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling and Servicing Agreement
shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator
shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the Certificate Register, to surrender
their Certificates for cancellation in order to receive, from such funds held, the final distribution with respect thereto. If


 






     A-18-4


     


    

 


within one year after the second notice any Certificate shall not have been surrendered for cancellation, the Certificate Administrator
may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders concerning surrender of their
Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be paid out of the assets
which remain held. Subject to applicable state law with respect to escheatment of funds, if within two years after the second notice
any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to the Class R Certificateholders
all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any Certificateholder on any amount
held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with Section 9.01 of the Pooling and Servicing Agreement.


 


This Certificate is
limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more
specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator and Trustee.


 


As provided in the
Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender for registration
of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same
Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee,
the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person in whose name any
Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided in the Pooling
and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall be affected
by any notice to the contrary.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator is then acting as Custodian),
the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders or, as applicable, any Companion
Loan Holder:


 


		(i)	to cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-18-5


     


    

 


		(ii)	to correct or supplement any of its provisions which may be inconsistent with any other provisions
of the Pooling and Servicing Agreement or with the description thereof in the Prospectus or to correct any error;



 


		(iii)	to change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution Account or any REO Account, provided that
(A) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (B) the change would not adversely affect in any material respect the interests of any Certificateholder, as evidenced
by an opinion of counsel (at the expense of the party requesting the amendment);



 


		(iv)	to modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust or to avoid or minimize the risk of imposition
of any tax on the Trust Fund, provided that the Trustee and the Certificate Administrator have received an opinion of counsel (at
the expense of the party requesting the amendment) to the effect that (1) the action is necessary or desirable to maintain
such qualification or to avoid or minimize such risk and (2) the action will not adversely affect in any material respect the interests
of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions with respect to) the transfer
of the Class R Certificates, provided that the Depositor has determined that the amendment will not give rise to any tax with respect
to the transfer of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary to comply with the
Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, Regulation RR and/or any related regulatory actions
and/or interpretations or (D) in the event that Regulation RR (or any portion thereof) or any other regulations applicable to the
risk retention requirements for this securitization transaction are amended or repealed, to the extent required to comply with
any such amendment or to modify or eliminate any risk retention requirements no longer applicable to this securitization transaction
in light of such repeal;



 


		(v)	to make any other provisions with respect to matters or questions arising under the Pooling and
Servicing Agreement or any other change, provided that the amendment will not adversely affect in any material respect the
interests of any Certificateholder, as evidenced by an opinion of counsel;



 


		(vi)	to modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5; provided
that such modification does not increase the obligations of the Trustee, the Certificate Administrator, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer or the Special Servicer without such party’s consent (which consent
may not be withheld unless such modification would materially adversely affect such party or materially increase such party’s
obligations under the Pooling and Servicing Agreement); provided, further that notice of such modification is provided
to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary
to maintain the ratings assigned to each Class of Certificates by any of the Rating Agencies, provided that the amendment will
not adversely affect in any material respect the interests of any Certificateholder;



 


provided, further
that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation rights
or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without the
consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under the
Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-18-6


     


    

 


rights of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of the Depositor, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee with the consent of the Holders of Certificates representing
not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected by the amendment for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or of modifying
in any manner the rights of the Certificateholders; provided, however, that no such amendment shall:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Serviced Loans
which are required to be distributed on a Certificate of any Class or to any Serviced Companion Loan Holder, as applicable, without
the consent of the Holder of that Certificate or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to the amendment without the consent of the Holders of all Certificates of that Class then outstanding,



 


		(iii)	change in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling and
Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent of the affected Mortgage Loan Seller,



 


		(iv)	change the definition of “Servicing Standard” without either (A) consent of 100% of
the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without the consent of 100% of the Certificateholders of the Class or Classes of Certificates adversely
affected thereby, change (A) the percentages of Voting Rights of Certificateholders that are required to consent to any action
or inaction under the Pooling and Servicing Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to terminate the Operating Advisor pursuant to
the Pooling and Servicing Agreement,



 


		(vi)	adversely affect the Controlling Class Representative without the consent of 100% of the Controlling
Class Certificateholders,



 


		(vii)	adversely affect a Serviced Companion Loan Holder in its capacity as such without its consent,
or



 


		(viii)	change in any manner the obligations or rights of any Underwriter or Initial Purchaser without
the consent of the affected Underwriter or Initial Purchaser.



 


The Holders of the
Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if such Holders do
not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if none of such Holders,
the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing greater than a 50% Percentage
Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than 30 days’ prior notice
given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement (whereupon the Master Servicer
shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice Date specifying the Anticipated
Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans (and in the case of any Mortgage
Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced Companion Loan Holder(s) provided
for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired by or


 






     A-18-7


     


    

 


on behalf of the Trust
Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced Mortgage Loan)
in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to (i) the sum
of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master Servicer (unless the
Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer is the purchaser of
such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination, minus (ii) solely
in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate amount of unreimbursed
Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest accrued and payable
to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid Servicing Fees or Special
Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or reimbursed to the Master
Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any Person(s) effecting
an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling Class Representative
and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate, notify the
Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder) of its
intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred by any
and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage Loans
and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne by the
party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on any determination
made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations
Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement with respect to the Certificates,
the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any required remittances to the Serviced
Companion Loan Holders in the month in which the final Distribution Date occurs and certain tax-related obligations) shall terminate
immediately following the earlier to occur of (i) the purchase by Holders of the Controlling Class, the Special Servicer,
the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans and REO Properties (or interests therein)
then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement, (ii) the exchange by the
Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties (or interests therein) then included
in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and (iii) the final payment or other
liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property (or interest therein) contained in
the Trust Fund; provided, however, that in no event shall the trust created by the Pooling and Servicing Agreement
continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants of Joseph P. Kennedy,
the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing Agreement. All
such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the Master Servicer
or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the Authenticating
Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or
be valid for any purpose.


 




     A-18-8


     


    


 


 





IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class J-RR Certificate to be duly executed.


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 


Dated: December 18, 2019


 


CERTIFICATE OF AUTHENTICATION


 


This is one of the
Class J-RR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: December 18, 2019


 


	 	CITIBANK,
N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized Signatory


 



     A-18-9


     


    


 





ASSIGNMENT


  


FOR VALUE
RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________
______________________________(please print or typewrite name(s) and address(es), including postal zip code(s) of
assignee(s)) (“Assignee(s)”) the entire Percentage Interest represented by the within Class J-RR Certificate
and hereby authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust
Fund.


 


I (we) further direct
the Certificate Registrar to issue a new Class J-RR Certificate of the entire Percentage Interest represented by the within Class
J-RR Certificates to the above-named Assignee(s) and to deliver such Class J-RR Certificate to the following address:


 


Date: _________________


	 	 	 
	 	 	Signature by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-18-10


     


    


 





DISTRIBUTION INSTRUCTIONS


 


The Assignee(s) should
include the following for purposes of distribution:


 


Address of
the Assignee(s) for the purpose of receiving notices and distributions: _______________________________________________________
_____________________________________ Distributions, if being made by wire transfer in immediately available funds to
__________________________ for the account of _________________________________________ account number ____________________________. This
information is provided by ______________________________, the Assignee(s) named above or
____________________________________ as its (their) agent.


 


	 	By:	 
	 	 	[Please print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer Identification Number


 



     A-18-11


     


    



 


EXHIBIT
A-19


 


BENCHMARK
2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS R


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY
TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER
(OR ITS REPRESENTATIVE), THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES
LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY ONLY BE TRANSFERRED TO AND OWNED BY A QIB.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT
TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED
PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA (INCLUDING AN INSURANCE
COMPANY THAT IS USING THE ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR SIMILAR LAW TO INCLUDE ASSETS OF PLANS)), OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 


THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN EACH OF FOUR “REAL ESTATE MORTGAGE INVESTMENT CONDUITS”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(2) AND 860D. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS,
DISQUALIFIED NON-U.S. TAX PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.03 OF THE POOLING AND SERVICING AGREEMENT, AND
SHALL BE REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER
THINGS, (A) IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING
A BROKER, NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY
PAID ITS DEBTS AS THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE


 






     A-19-1


     

    

 


FUTURE,
(C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY,
(D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH
RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE
INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. PERSON AND (F) IT WILL NOT TRANSFER THIS CERTIFICATE TO ANY PERSON OR ENTITY
THAT DOES NOT PROVIDE A SIMILAR AFFIDAVIT. ANY PURPORTED TRANSFER TO A DISQUALIFIED ORGANIZATION OR OTHER PERSON THAT IS NOT A
PERMITTED TRANSFEREE OR OTHERWISE IN VIOLATION OF THESE RESTRICTIONS SHALL BE ABSOLUTELY NULL AND VOID AND SHALL VEST NO RIGHTS
IN ANY PURPORTED TRANSFEREE. THIS CERTIFICATE REPRESENTS MULTIPLE “NONECONOMIC RESIDUAL INTERESTS”, AS DEFINED IN
TREASURY REGULATIONS SECTION 1.860E-1(c), AND THEREFORE, TRANSFERS OF THIS CERTIFICATE MAY BE DISREGARDED FOR FEDERAL INCOME TAX
PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY
BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO TRANSFER
AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 


TRANSFERS
OF THIS CERTIFICATE AND/OR INTERESTS HEREIN ARE SUBJECT TO THE DELIVERY OF SUCH CERTIFICATIONS, OPINIONS, AND OTHER EVIDENCE OF
COMPLIANCE WITH APPLICABLE TRANSFER RESTRICTIONS, AND ARE FURTHER SUBJECT TO SUCH DEEMED REPRESENTATIONS AND WARRANTIES ON THE
PART OF THE TRANSFEROR AND/OR TRANSFEREE, AS ARE SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 




     A-19-2


     

    

 


BENCHMARK
2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS R


 


	Percentage
    Interest:  [     ]%	 
	 	 
	Cut-Off
    Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage
    Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its
    first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of
    that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).	 


  


	CUSIP:  08160K
                                         BC7

         

        

        
	 
	ISIN: US08160KBC71 
	 
	 	 
	No.:  [1]	 


 


This
certifies that [           ] is the registered owner of an interest in
a Trust Fund, including the distributions to be made with respect to the Class R Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans)
are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue
of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound
thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling and
Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued under
the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5, Class A-AB,
Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D, Class E,
Class F, Class G-RR, Class J-RR and Class VRR Certificates (together with the Class R Certificates, the
“Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents the “residual interest” in each of two “real estate mortgage investment conduits,”
as those terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended.


 






     A-19-3


     

    

 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of the aggregate amount, if any, with respect to the Class R Certificates for such Distribution Date, all as more fully described
in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may
be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting
Certificateholders shall be paid out of the assets which remain held. Subject to applicable state law with respect to escheatment
of funds, if within two years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying
Agent shall pay to the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or
be payable to any Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its
Certificate(s) for final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes: (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments
on or collections in respect of the Mortgage Loans due after the Cut-Off Date or, with respect to a Qualified Substitute Mortgage
Loan, the Due Date in the month of substitution (exclusive of interest relating to periods prior to, but due after, the Cut-Off
Date); (iii) any REO Property (but, with respect to any REO Property relating to a Loan Combination, only to the extent of the
Trust’s interest in the related Loan Combination); (iv) all revenues received in respect of any REO Property (but, with
respect to any REO Property relating to a Loan Combination, only to the extent of the Trust’s interest in the related Loan
Combination); (v) the Master Servicer’s and the Trustee’s rights under the insurance policies with respect to the
Mortgage Loans required to be maintained pursuant to the Pooling and Servicing Agreement and any proceeds thereof; (vi) the Trustee’s
rights in any Assignments of Leases, Rents and Profits and any security agreements; (vii) the Trustee’s rights under
any indemnities or guaranties given as additional security for any Mortgage Loan; (viii) all of the Trustee’s and the
Certificate Administrator’s rights in the Escrow Accounts and Lock-Box Accounts and all proceeds of the Mortgage


 






     A-19-4


     

    

 


Loans
deposited in the Collection Account, the Distribution Account, the Excess Interest Distribution Account, the Interest Reserve
Account, the Excess Liquidation Proceeds Reserve Account and any REO Account, including any reinvestment income thereon; (ix)
the Trustee’s rights in any environmental indemnity agreements relating to the Mortgaged Properties; (x) the Depositor’s
rights under the Mortgage Loan Purchase Agreements to the extent assigned to the Trustee pursuant to Section 2.01 of the Pooling
and Servicing Agreement; (xi) the Lower-Tier Regular Interests; (xii) the Loss of Value Reserve Fund; and (xiii) any Threshold
Event Collateral.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the
                                         party requesting the amendment);



 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
                                         the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
                                         or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
                                         that the Trustee and the Certificate Administrator have received an opinion of counsel
                                         (at the expense of the party requesting the amendment) to the effect that (1) the
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         such risk and (2) the action will not adversely affect in any material respect the interests
                                         of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions
                                         with respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary
                                         to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
                                         AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D)
                                         in the event that Regulation RR (or any portion thereof) or any other regulations applicable
                                         to the



 






     A-19-5


     

    

 


		 	risk
                                         retention requirements for this securitization transaction are amended or repealed, to
                                         the extent required to comply with any such amendment or to modify or eliminate any risk
                                         retention requirements no longer applicable to this securitization transaction in light
                                         of such repeal;



 


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Serviced
                                         Loans which are required to be distributed on a Certificate of any Class or to any



 






     A-19-6


     

    

 


		 	Serviced
                                         Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate
                                         or that Serviced Companion Loan Holder, as applicable,



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         that are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Serviced Companion Loan Holder in its capacity as such without its consent,
                                         or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of any Mortgage Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced
Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired
by or on behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any
Outside Serviced Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable
in cash, equal to (i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses
of the Master Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the
Special Servicer is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with
respect to such termination, minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting
such purchase, the aggregate amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable,
together with any interest accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such
Advances and any unpaid Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed
to have been paid or reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the


 






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Anticipated
Termination Date. All costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust
Fund in connection with the purchase of the Mortgage Loans and other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Certificate
Administrator shall be entitled to rely conclusively on any determination made by an Appraiser pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling
and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing
Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the
Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 




     A-19-8


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class R Certificate to be duly executed.


 





	 	CITIBANK,
                                         N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized
    Signatory


  


Dated:
December 18, 2019


  


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class R Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
December 18, 2019


 


	 	CITIBANK,
                                         N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized
    Signatory








  




     A-19-9


     

    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class R Certificate and hereby
authorize(s) the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class R Certificate of the entire Percentage Interest represented
by the within Class R Certificates to the above-named Assignee(s) and to deliver such Class R Certificate to the following
address:


 


Date:
_________________





	 	 	 
	 	 	Signature
    by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer
    Identification Number





 




     A-19-10


     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions: __________________________________________________________________________________Distributions,
if being made by wire transfer in immediately available funds to __________________________ for the account of __________________________
account number ____________________________.This information is provided by ______________________________, the Assignee(s) named
above or ____________________________________ as its (their) agent.


 





	 	By:	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer
    Identification Number


  




     A-19-11


     

    

 


EXHIBIT
A-20


 


BENCHMARK
2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS VRR


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE SPONSORS, THE ORIGINATORS, THE DEPOSITOR OR ANY OTHER PARTY
TO THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW, ANY DIRECTING HOLDER, ANY CONSULTING PARTY, ANY COMPANION LOAN HOLDER
(OR ITS REPRESENTATIVE), THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE MORTGAGE LOANS
ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL
PAYMENTS IN RESPECT OF THIS CERTIFICATE ARE DISTRIBUTABLE AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. ACCORDINGLY, THE
OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE HAS NOT BEEN AND WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”), OR ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE
MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A)(1) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE
144A”) TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING
OF RULE 144A (A “QIB”), OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN “OFFSHORE TRANSACTION” TO AN INSTITUTION
THAT IS NOT A “U.S. PERSON”, AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION
S UNDER THE SECURITIES ACT, OR (3) TO AN INSTITUTIONAL “ACCREDITED INVESTOR” WITHIN THE MEANING OF, OR IN WHICH ALL
THE EQUITY OWNERS COME WITHIN THE MEANING OF, RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT THAT IS
NOT A QIB, AND (B) IN EACH CASE IN ACCORDANCE WITH FEDERAL SECURITIES LAWS AND ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 





 









		1	Legend
                                         required as long as DTC is the Depository under the Pooling and Servicing Agreement.



 





		2	Global
                                         Certificate legend.




 






     A-20-1


     

    

 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES (I) AN EMPLOYEE
BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY OR PROHIBITED TRANSACTION PROVISIONS OF THE EMPLOYEE
RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986,
AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT
TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”) THAT IS, TO A MATERIAL EXTENT, SIMILAR TO THE FOREGOING PROVISIONS
OF ERISA OR THE CODE (EACH, A “PLAN”), OR (II) AN ENTITY OR COLLECTIVE INVESTMENT FUND THE ASSETS OF WHICH ARE CONSIDERED
PLAN ASSETS UNDER U.S. DEPARTMENT OF LABOR REG. SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA, OR SIMILAR LAW OR OTHER
PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A)(I) THIS CERTIFICATE
IS ACQUIRED BY SUCH PERSON THROUGH CITIGROUP GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC. OR J.P. MORGAN SECURITIES LLC,
(II) SUCH PERSON IS AN “INSURANCE COMPANY GENERAL ACCOUNT” WITHIN THE MEANING OF PROHIBITED TRANSACTION CLASS EXEMPTION
95-60, AND (III) ALL CONDITIONS OF SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 WILL BE MET WITH RESPECT
TO SUCH INSURANCE COMPANY GENERAL ACCOUNT’S ACQUISITION, HOLDING AND DISPOSITION OF THIS CERTIFICATE, OR (B) WITH RESPECT
TO THE ACQUISITION, HOLDING OR DISPOSITION OF THIS CERTIFICATE BY ANY GOVERNMENTAL PLAN OR OTHER PLAN SUBJECT TO SIMILAR LAW,
SUCH ACQUISITION, HOLDING AND DISPOSITION BY SUCH GOVERNMENTAL PLAN WILL NOT CONSTITUTE OR OTHERWISE RESULT IN A NON-EXEMPT VIOLATION
OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS AN UNDIVIDED BENEFICIAL INTEREST IN CERTAIN ASSETS OF A GRANTOR TRUST CONSISTING PRIMARILY OF (I) A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED, AND DISTRIBUTIONS THEREON, AND (II) ANY EXCESS INTEREST
COLLECTED ON THE ARD MORTGAGE LOANS AND AMOUNTS HELD FROM TIME TO TIME IN THE EXCESS INTEREST DISTRIBUTION ACCOUNT.


 


THIS
CERTIFICATE IS INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE VERTICAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED
UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,
TRANSFER AND FINANCING SET FORTH IN REGULATION RR. THE INITIAL INVESTOR IN THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF
THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER
REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.


  




     A-20-2


     

    

  


BENCHMARK
2019-B15 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-B15, CLASS VRR


 


	Pass-Through
    Rate:  N/A. The Class VRR Certificates will not have a Pass-Through Rate, but will entitle Holders to interest on
    any Distribution Date equal to the VRR Interest Distribution Amount for such Distribution Date.	 
	 	 
	First
    Distribution Date: January 17, 2020	Cut-Off
    Date:  With respect to each Mortgage Loan and Serviced Companion Loan, the Due Date in December 2019 for that Mortgage
    Loan or Serviced Companion Loan, as applicable (or, in the case of any Mortgage Loan or Serviced Companion Loan that has its
    first Due Date subsequent to December 2019, the date that would have been its Due Date in December 2019 under the terms of
    that Mortgage Loan or Serviced Companion Loan, as applicable, if a Monthly Payment were scheduled to be due in that month).
	 	 
	Aggregate
    Initial Certificate Balance of the Class VRR Certificates: $28,200,000	Scheduled
    Final Distribution Date: the Distribution Date in December 2072


  


	CUSIP:   08160K
                                         BE33

                                         U0810R AK34

                                         08160K BF05


         

        
	Initial
    Certificate Balance of this Certificate: $[_____]
	ISIN:      US08160KBE386

                                         USU0810RAK337

                                         US08160KBF038

        

        
	 
	 	 
	No.:  [1]	 


 


This
certifies that [           ] is the registered owner of an interest in
a Trust Fund, including the distributions to be made with respect to the Class VRR Certificates. The Trust Fund, described
more fully below, consists primarily of a pool of Mortgage Loans secured by first liens on commercial and multifamily properties
held in trust by the Trustee and, other than in the case of the Outside Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Outside Serviced Mortgage Loans)
are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,


 





 






3
For Rule 144A Certificates


 


4
For Regulation S Certificates


 


5
For IAI Certificates


 


6
For Rule 144A Certificates


 


7
For Regulation S Certificates


 


8
For IAI Certificates




 






     A-20-3


     

    

 


by
virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is
bound thereby. In the event that there is any conflict between any provision of this Certificate and any provision of the Pooling
and Servicing Agreement, such provision of this Certificate shall be superseded to the extent of such inconsistency. Also issued
under the Pooling and Servicing Agreement are the Class A-1, Class A-2, Class A-3, Class A-4, Class A-5,
Class A-AB, Class X-A, Class A-S, Class B, Class C, Class X-B, Class X-D, Class X-F, Class D,
Class E, Class F, Class G-RR, Class J-RR and Class R Certificates (together with the Class VRR Certificates,
the “Certificates”; the Holders of Certificates are collectively referred to herein as “Certificateholders”).


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Pooling and Servicing Agreement dated as of December
1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., 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 Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator,
and Wilmington Trust, National Association, as Trustee. To the extent not defined herein, capitalized terms used herein shall
have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents an undivided beneficial interest in certain assets of a grantor trust consisting primarily of (i) a “regular
interest” in a “real estate mortgage investment conduit,” as those terms are defined, respectively, in Sections
860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended, and distributions thereon, and (ii) any Excess Interest
collected on the ARD Mortgage Loans and amounts held from time to time in the Excess Interest Distribution Account.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates or the Mortgage Loans and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator will distribute (other than the final distribution
on any Certificate), on the 4th Business Day following the Determination Date in each month, commencing in January 2020 (each
such date, a “Distribution Date”), to the Person in whose name this Certificate is registered as of the related
Record Date, an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate)
of that portion of the aggregate amount of principal and interest then distributable, if any, with respect to the Class VRR Certificates
for such Distribution Date, all as more fully described in the Pooling and Servicing Agreement. Holders of this Certificate may
be entitled to a share of Yield Maintenance Charges, as provided in the Pooling and Servicing Agreement.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Certificate Administrator to the persons
in whose names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day
of the month preceding the month in which such Distribution Date occurs. Distributions are required to be made by wire transfer
of immediately available funds to the account of such Certificateholder at a bank or other entity located in the United States
and having appropriate facilities to accept such funds, if such Certificateholder has provided the Certificate Administrator with
written wiring instructions no less than five (5) Business Days prior to the related Record Date (which wiring instructions may
be in the form of a standing order applicable to all subsequent distributions), or otherwise by check mailed to such Certificateholder.
The final distribution on each Certificate shall be made in like manner, but only upon presentation and surrender of such Certificate
at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting
as such agent) that is specified in a notice to Certificateholders of the pendency of the final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall
be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust Fund shall
terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to Section 9.01 of the Pooling
and Servicing Agreement shall not have been surrendered for cancellation within six months after the time specified in such notice,
the Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in
the Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final
distribution with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
Certificateholders


 






     A-20-4


     

    

 


concerning
surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders shall be
paid out of the assets which remain held. Subject to applicable state law with respect to escheatment of funds, if within two
years after the second notice any Certificates shall not have been surrendered for cancellation, the Paying Agent shall pay to
the Class R Certificateholders all amounts distributable to the Holders thereof. No interest shall accrue or be payable to any
Certificateholder on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for
final payment thereof in accordance with Section 9.01 of the Pooling and Servicing Agreement.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


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


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator and Trustee.


 


As
provided in the Pooling and Servicing Agreement, subject to certain restrictions on transfer set forth therein, upon surrender
for registration of transfer of any Certificate, the Certificate Administrator shall execute, authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Master Servicer, the Special Servicer, the Operating
Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, and any agent of any of them, may treat the Person
in whose name any Certificate is registered as the owner of such Certificate for the purpose of receiving distributions as provided
in the Pooling and Servicing Agreement and for all other purposes whatsoever, and neither the Master Servicer, the Special Servicer,
the Operating Advisor, the Trustee, the Certificate Administrator, the Certificate Registrar, nor any agent of any of them shall
be affected by any notice to the contrary.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended from time to time by the Depositor, the Master Servicer,
the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if the Certificate Administrator
is then acting as Custodian), the Certificate Administrator and the Trustee, without the consent of any of the Certificateholders
or, as applicable, any Companion Loan Holder:


 


		(i)	to
                                         cure any ambiguity to the extent that it does not adversely affect any holders of Certificates;



 






     A-20-5


     

    

 


		(ii)	to
                                         correct or supplement any of its provisions which may be inconsistent with any other
                                         provisions of the Pooling and Servicing Agreement or with the description thereof in
                                         the Prospectus or to correct any error;



 


		(iii)	to
                                         change the timing and/or nature of deposits in the Collection Account, the Excess Liquidation
                                         Proceeds Reserve Account, the Excess Interest Distribution Account, the Distribution
                                         Account or any REO Account, provided that (A) the Master Servicer Remittance Date
                                         shall in no event be later than the Business Day prior to the related Distribution Date
                                         and (B) the change would not adversely affect in any material respect the interests
                                         of any Certificateholder, as evidenced by an opinion of counsel (at the expense of the
                                         party requesting the amendment);



 


		(iv)	to
                                         modify, eliminate or add to any of its provisions (A) to the extent necessary to maintain
                                         the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust
                                         or to avoid or minimize the risk of imposition of any tax on the Trust Fund, provided
                                         that the Trustee and the Certificate Administrator have received an opinion of counsel
                                         (at the expense of the party requesting the amendment) to the effect that (1) the
                                         action is necessary or desirable to maintain such qualification or to avoid or minimize
                                         such risk and (2) the action will not adversely affect in any material respect the interests
                                         of any holder of the Certificates, (B) to restrict (or to remove any existing restrictions
                                         with respect to) the transfer of the Class R Certificates, provided that the Depositor
                                         has determined that the amendment will not give rise to any tax with respect to the transfer
                                         of the Class R Certificates to a non-Permitted Transferee, (C) to the extent necessary
                                         to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
                                         AB, Regulation RR and/or any related regulatory actions and/or interpretations or (D)
                                         in the event that Regulation RR (or any portion thereof) or any other regulations applicable
                                         to the risk retention requirements for this securitization transaction are amended or
                                         repealed, to the extent required to comply with any such amendment or to modify or eliminate
                                         any risk retention requirements no longer applicable to this securitization transaction
                                         in light of such repeal;



  


		(v)	to
                                         make any other provisions with respect to matters or questions arising under the Pooling
                                         and Servicing Agreement or any other change, provided that the amendment will
                                         not adversely affect in any material respect the interests of any Certificateholder,
                                         as evidenced by an opinion of counsel;



 


		(vi)	to
                                         modify the procedures in the Pooling and Servicing Agreement relating to Rule 17g-5;
                                         provided that such modification does not increase the obligations of the Trustee,
                                         the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
                                         the Master Servicer or the Special Servicer without such party’s consent (which
                                         consent may not be withheld unless such modification would materially adversely affect
                                         such party or materially increase such party’s obligations under the Pooling and
                                         Servicing Agreement); provided, further that notice of such modification
                                         is provided to all parties to the Pooling and Servicing Agreement; and



 


		(vii)	to
                                         amend or supplement any provision of the Pooling and Servicing Agreement to the extent
                                         necessary to maintain the ratings assigned to each Class of Certificates by any of the
                                         Rating Agencies, provided that the amendment will not adversely affect in any material
                                         respect the interests of any Certificateholder;



 


provided,
further that no amendment pursuant to any of clauses (i)-(vii) above may be made that would: (A) reduce the consent or consultation
rights or the right to receive information under the Pooling and Servicing Agreement of the Controlling Class Representative without
the consent of the Controlling Class Representative; (B) reduce the consultation rights or the right to receive information under
the Pooling and Servicing Agreement of the Operating Advisor without the consent of the Operating Advisor; (C) change in any manner
the obligations or rights of any Mortgage Loan Seller under the Pooling and Servicing Agreement or the applicable Mortgage Loan
Purchase Agreement without the consent of the affected Mortgage Loan Seller; (D) change in any manner the obligations or


 






     A-20-6


     

    

 


rights
of any Underwriter or Initial Purchaser, without the consent of the affected Underwriter or Initial Purchaser; or (E) adversely
affect any Serviced Companion Loan Holder in its capacity as such without its consent. Expenses incurred with respect to any amendment
shall be borne by the party requesting such amendment, unless the Master Servicer, the Special Servicer or the Trustee is requesting
an amendment for the benefit of the Certificateholders, then in which case such expense will be borne by the Trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by a writing signed by each of
the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian
(if the Certificate Administrator is then acting as Custodian), the Certificate Administrator and the Trustee with the consent
of the Holders of Certificates representing not less than 66-2/3% of the Percentage Interests of each Class of Certificates affected
by the amendment for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of
the Pooling and Servicing Agreement or of modifying in any manner the rights of the Certificateholders; provided, however,
that no such amendment shall:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Serviced
                                         Loans which are required to be distributed on a Certificate of any Class or to any Serviced
                                         Companion Loan Holder, as applicable, without the consent of the Holder of that Certificate
                                         or that Serviced Companion Loan Holder, as applicable,



  


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to the amendment without the consent of the Holders of all Certificates of
                                         that Class then outstanding,



 


		(iii)	change
                                         in any manner the obligations or rights of any Mortgage Loan Seller under the Pooling
                                         and Servicing Agreement or the related Mortgage Loan Purchase Agreement without the consent
                                         of the affected Mortgage Loan Seller,



 


		(iv)	change
                                         the definition of “Servicing Standard” without either (A) consent of 100%
                                         of the holders of the Certificates or (B) Rating Agency Confirmation,



 


		(v)	without
                                         the consent of 100% of the Certificateholders of the Class or Classes of Certificates
                                         adversely affected thereby, change (A) the percentages of Voting Rights of Certificateholders
                                         that are required to consent to any action or inaction under the Pooling and Servicing
                                         Agreement, (B) the right of the Certificateholders to remove the Special Servicer pursuant
                                         to the Pooling and Servicing Agreement or (C) the right of the Certificateholders to
                                         terminate the Operating Advisor pursuant to the Pooling and Servicing Agreement,



 


		(vi)	adversely
                                         affect the Controlling Class Representative without the consent of 100% of the Controlling
                                         Class Certificateholders,



 


		(vii)	adversely
                                         affect a Serviced Companion Loan Holder in its capacity as such without its consent,
                                         or



 


		(viii)	change
                                         in any manner the obligations or rights of any Underwriter or Initial Purchaser without
                                         the consent of the affected Underwriter or Initial Purchaser.



 


The
Holders of the Controlling Class representing greater than 50% of the Certificate Balance of the Controlling Class may (or, if
such Holders do not, the Special Servicer, or if neither such Holders nor the Special Servicer do, the Master Servicer or, if
none of such Holders, the Special Servicer or the Master Servicer does, any Holders of Class R Certificates representing
greater than a 50% Percentage Interest in such Class, may also) effect an early termination of the Trust Fund, upon not less than
30 days’ prior notice given to the parties (or, if applicable, the other parties) to the Pooling and Servicing Agreement
(whereupon the Master Servicer shall notify the Serviced Companion Loan Holders) any time on or after the Early Termination Notice
Date specifying the Anticipated Termination Date, by purchasing on such date all, but not less than all, of the Mortgage Loans
(and in the case of any Mortgage Loan that is part of a Serviced Loan Combination, subject to certain rights of the related Serviced
Companion Loan Holder(s) provided for in the related Co-Lender Agreement) then remaining in the Trust Fund, and all property acquired
by or


 






     A-20-7


     

    

 


on
behalf of the Trust Fund (including the Trust Fund’s interest in any REO Property acquired with respect to any Outside Serviced
Mortgage Loan) in respect of any Mortgage Loan then included in the Trust Fund, at a purchase price, payable in cash, equal to
(i) the sum of (A) the Termination Purchase Amount and (B) the reasonable out-of-pocket expenses of the Master
Servicer (unless the Master Servicer is the purchaser of such Mortgage Loans), the Special Servicer (unless the Special Servicer
is the purchaser of such Mortgage Loans), the Trustee and the Certificate Administrator, as applicable, with respect to such termination,
minus (ii) solely in the case where the Master Servicer or the Special Servicer is effecting such purchase, the aggregate
amount of unreimbursed Advances, if any, made by the Master Servicer or Special Servicer, as applicable, together with any interest
accrued and payable to the Master Servicer or the Special Servicer, as applicable, in respect of such Advances and any unpaid
Servicing Fees or Special Servicing Fees, as applicable, remaining outstanding (which items will be deemed to have been paid or
reimbursed to the Master Servicer or the Special Servicer, as applicable, in connection with such purchase).


 


Any
Person(s) effecting an early termination of the Trust Fund as provided in the prior paragraph shall first notify the Controlling
Class Representative and each Certifying Certificateholder, or, in the case of a termination by the Holder of a Class R Certificate,
notify the Certificate Administrator (who shall notify the Controlling Class Representative and each Certifying Certificateholder)
of its intention to do so in writing at least 30 days prior to the Anticipated Termination Date. All costs and expenses incurred
by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of the Mortgage
Loans and other assets of the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing Agreement shall be borne
by the party exercising its purchase rights thereunder. The Certificate Administrator shall be entitled to rely conclusively on
any determination made by an Appraiser pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee created by the Pooling and Servicing Agreement
with respect to the Certificates, the Mortgage Loans and the Serviced Companion Loans (other than the obligation to make certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement and to make any
required remittances to the Serviced Companion Loan Holders in the month in which the final Distribution Date occurs and certain
tax-related obligations) shall terminate immediately following the earlier to occur of (i) the purchase by Holders of the
Controlling Class, the Special Servicer, the Master Servicer or Holders of the Class R Certificates of all the Mortgage Loans
and REO Properties (or interests therein) then included in the Trust Fund pursuant to Section 9.01(c) of the Pooling and Servicing
Agreement, (ii) the exchange by the Remaining Certificateholder of its Certificates for all the Mortgage Loans and REO Properties
(or interests therein) then included in the Trust Fund pursuant to Section 9.01(h) of the Pooling and Servicing Agreement and
(iii) the final payment or other liquidation (or any advance with respect thereto) of the last Mortgage Loan or REO Property
(or interest therein) contained in the Trust Fund; provided, however, that in no event shall the trust created by the Pooling
and Servicing Agreement continue beyond the expiration of twenty-one years from the death of the last survivor of the descendants
of Joseph P. Kennedy, the late ambassador of the United States to the United Kingdom, living on the date of the Pooling and Servicing
Agreement. All such payments as contemplated by the preceding paragraph shall be deposited into the Collection Account by the
Master Servicer or Special Servicer, as applicable, promptly following receipt thereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Certificate Administrator or on its behalf by the
Authenticating Agent, by manual signature, this Certificate shall not be entitled to any benefit under the Pooling and Servicing
Agreement or be valid for any purpose.


 




     A-20-8


     

    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class VRR Certificate to be duly executed.


 


	 	CITIBANK,
                                         N.A., not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized
    Signatory








  


Dated:
December 18, 2019


   


CERTIFICATE
OF AUTHENTICATION


 


This
is one of the Class VRR Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
December 18, 2019


 





	 	CITIBANK,
                                         N.A., not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized
    Signatory


  




     A-20-9


     

    

 


ASSIGNMENT


 


FOR
VALUE RECEIVED, the undersigned (“Assignor(s)”) hereby sell(s), assign(s) and transfer(s) unto ____________________________________________________
______________________________ (please print or typewrite name(s) and address(es), including postal zip code(s) of assignee(s))
(“Assignee(s)”) the entire Percentage Interest represented by the within Class VRR Certificate and hereby authorize(s)
the registration of transfer of such interest to Assignee(s) on the Certificate Register of the Trust Fund.


 


I
(we) further direct the Certificate Registrar to issue a new Class VRR Certificate of the entire Percentage Interest represented
by the within Class VRR Certificates to the above-named Assignee(s) and to deliver such Class VRR Certificate to the following
address:


 


Date:
_________________


 





	 	 	 
	 	 	Signature
    by or on behalf of Assignor(s)
	 	 	 
	 	 	Taxpayer
    Identification Number


  




     A-20-10


     

    

 


DISTRIBUTION
INSTRUCTIONS


 


The
Assignee(s) should include the following for purposes of distribution:


 


Address
of the Assignee(s) for the purpose of receiving notices and distributions:
____________________________________________________________________________________________Distributions, if being made by
wire transfer in immediately available funds to __________________________ for the account of
__________________________ account number ____________________________. This information is provided by
______________________________, the Assignee(s) named above or ____________________________________ as its (their)
agent.


 





	 	By:	 
	 	 	[Please
    print or type name(s)]
	 	 	 
	 	 	Title
	 	 	 
	 	 	Taxpayer
    Identification Number


  




     A-20-11


     

    


 

 







EXHIBIT
B



MORTGAGE LOAN SCHEDULE 


 




    B-1


     


    

 


 




 





BMARK 2019-B15 Mortgage Loan Schedule


	Control Number	Footnotes	Property Name	Address	City	State	Zip Code	Cut-off Date Balance ($)	Flood Zone	Mortgage Loan Rate (%)
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Control	 	 	 	 	 	 	Cut-Off Date	 	Mortgage
	Number	Footnotes	Property Name	Address	City	State	Zip Code	Balance ($)	Flood Zone	Rate
	1	 	899 West Evelyn	899 West Evelyn Avenue	Mountain View	California	94041	75,000,000.00	No	3.23600%
	2	 	Innovation Park	7201, 7207, 7345, 7349, 8001, 8105, 8201, 8203, 8209, 8335, 8405, 8501 & 8505 IBM Drive	Charlotte	North Carolina	28262	67,250,000.00	No	3.50500%
	3	 	Century Plaza Towers	2029 & 2049 Century Park East	Los Angeles	California	90067	62,500,000.00	No	3.00450%
	4	 	Harvey Building Products	 	 	 	 	50,000,000	Various	3.82000%
	4.01	 	Londonderry / Manufacturing	30 Jack’s Bridge Road	Londonderry	New Hampshire	3053	 	No	 
	4.02	 	Dartmouth / Manufacturing	7 Ledgewood Boulevard	North Dartmouth	Massachusetts	2747	 	No	 
	4.03	 	Waltham Corporate	1400 Main Street	Waltham	Massachusetts	2451	 	No	 
	4.04	 	Woburn	27-33 Commonwealth Avenue	Woburn	Massachusetts	1801	 	No	 
	4.05	 	Nashua	90 Northeastern Boulevard	Nashua	New Hampshire	3062	 	No	 
	4.06	 	Woburn CPD	35 Commonwealth Avenue	Woburn	Massachusetts	1801	 	No	 
	4.07	 	(West) Bridgewater	10 Turnpike Street	West Bridgewater	Massachusetts	2379	 	No	 
	4.08	 	Manchester, NH	344 East Industrial Park Drive	Manchester	New Hampshire	3109	 	No	 
	4.09	 	Norwalk 256	256-258 Martin Luther King Drive	Norwalk	Connecticut	6854	 	No	 
	4.1	 	New London	1096 Hartford Turnpike	Waterford	Connecticut	6385	 	No	 
	4.11	 	East Haven	221 Commerce Street	East Haven	Connecticut	6512	 	No	 
	4.12	 	Lincoln	21 Wellington Road	Lincoln	Rhode Island	2865	 	No	 
	4.13	 	Bethlehem	2000 City Line Road	Bethlehem	Pennsylvania	18017	 	No	 
	4.14	 	Salem	4 Raymond Avenue	Salem	New Hampshire	3079	 	No	 
	4.15	 	Norwalk 260	260 Martin Luther King Drive	Norwalk	Connecticut	6854	 	No	 
	4.16	 	Berlin	272 Woodlawn Road	Berlin	Connecticut	6037	 	Yes - AE	 
	4.17	 	Dartmouth	965 Reed Road	Dartmouth	Massachusetts	2747	 	No	 
	4.18	 	Manchester, CT	730 Parker Street	Manchester	Connecticut	6042	 	No	 
	4.19	 	Portland	401 Riverside Street	Portland	Maine	4103	 	No	 
	4.2	 	Braintree	320 Wood Road	Braintree	Massachusetts	2184	 	No	 
	4.21	 	Warwick	45 Lori Ann Way	Warwick	Rhode Island	2886	 	No	 
	4.22	 	Fitchburg	133 Benson Street	Fitchburg	Massachusetts	1420	 	No	 
	4.23	 	Auburn	300 Washington Street	Auburn	Massachusetts	1501	 	No	 
	4.24	 	Berlin CPD	230 Woodlawn Road	Berlin	Connecticut	6037	 	Yes - AE	 
	4.25	 	Portsmouth	240 West Road	Portsmouth	New Hampshire	3801	 	No	 
	4.26	 	Southampton	99 Buck Road	Huntingdon Valley	Pennsylvania	19006	 	No	 
	4.27	 	Wilkes-Barre	936 Rutter Avenue	Forty Fort	Pennsylvania	18704	 	No	 
	4.28	 	Hyannis	186 Breeds Hill Road	Hyannis	Massachusetts	2601	 	No	 
	4.29	 	Springfield	175 Carando Drive	Springfield	Massachusetts	1104	 	No	 
	4.3	 	White River Junction	1354 North Hartland Road	White River Junction	Vermont	5001	 	No	 
	5	 	Austin Landing Mixed-Use	3601 Rigby Road	Miamisburg	Ohio	45342	50,000,000.00	No	3.98000%
	6	 	Kildeer Village Square	20351-20423 North Rand Road	Kildeer	Illinois	60074	47,900,000.00	No	3.95470%
	7	 	City Hyde Park	5105 South Harper Avenue	Chicago	Illinois	60615	47,000,000.00	No	4.70000%
	8	 	Downtown Winter Haven Portfolio	 	 	 	 	39,000,000	No	4.39000%
	8.01	 	199 Avenue B Northwest	199 Avenue B Northwest	Winter Haven	Florida	33881	 	No	 
	8.02	 	200 Avenue B Northwest	200 Avenue B Northwest	Winter Haven	Florida	33881	 	No	 
	8.03	 	331 West Central Avenue	331 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.04	 	300 3rd Street Southwest	300-324 3rd Street Southwest and 236 Avenue C Southwest	Winter Haven	Florida	33880	 	No	 
	8.05	 	250 3rd Street Northwest	250 3rd Street Northwest	Winter Haven	Florida	33881	 	No	 
	8.06	 	203 Avenue A Northwest	203 Avenue A Northwest	Winter Haven	Florida	33881	 	No	 
	8.07	 	337 West Central Avenue	337 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.08	 	401 3rd Street Southwest	401 3rd Street Southwest	Winter Haven	Florida	33880	 	No	 
	8.09	 	242 West Central Avenue	242 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.1	 	56 - 58 4th Street Northwest	56-58 4th Street Northwest	Winter Haven	Florida	33881	 	No	 
	8.11	 	245 West Central Avenue	245-255 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.12	 	273 West Central Avenue / 46 3rd Street	48 3rd Street Northwest	Winter Haven	Florida	33881	 	No	 
	8.13	 	249 3rd Street Southwest	249 3rd Street Southwest	Winter Haven	Florida	33880	 	No	 
	8.14	 	254 West Central Avenue	254 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.15	 	226 West Central Avenue	226 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.16	 	225 Avenue D Northwest	225 Avenue D Northwest	Winter Haven	Florida	33881	 	No	 
	8.17	 	305 Avenue E Southwest	305 Avenue E Southwest	Winter Haven	Florida	33880	 	No	 
	8.18	 	230 West Central Avenue	230 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.19	 	220 West Central Avenue	220 West Central Avenue	Winter Haven	Florida	33880	 	No	 
	8.2	 	239 3rd Street Southwest	239 3rd Street Southwest	Winter Haven	Florida	33880	 	No	 
	8.21	 	243 3rd Street Southwest	243-245 3rd Street Southwest	Winter Haven	Florida	33880	 	No	 
	9	 	Tysons Tower	7900 Tysons One Place	McLean	Virginia	22102	35,000,000.00	No	3.33000%
	10	 	Legends at Village West	1843 Village West Parkway	Kansas City	Kansas	66111	34,948,300.50	No	3.86000%
	11	 	Central Harlem Multifamily Portfolio	 	 	 	 	30,700,000	No	3.74000%
	11.01	 	137 West 141st Street	137 West 141st Street	New York	New York	10030	 	No	 
	11.02	 	117 West 141st Street	117 West 141st Street	New York	New York	10030	 	No	 
	11.03	 	127 West 141st Street	127 West 141st Street	New York	New York	10030	 	No	 
	12	 	Elston Retail Collection	2100 North Elston Avenue	Chicago	Illinois	60614	29,938,638.68	No	3.65000%
	13	 	600 & 620 National Avenue	600 & 620 National Avenue	Mountain View	California	94043	28,950,000.00	No	3.68800%
	14	 	The Essex	125 Delancey Street	New York	New York	10002	25,000,000.00	No	2.75900%
	15	 	Woodland Trace Apartments	1669 Iris Drive Southeast	Conyers	Georgia	30013	23,335,000.00	No	3.76000%
	16	 	Osborn Triangle	 	 	 	 	20,000,000	No	3.79700%
	16.01	 	610 Main Street North	610 Main Street	Cambridge	Massachusetts	2139	 	No	 
	16.02	 	1 Portland Street	1 Portland Street	Cambridge	Massachusetts	2139	 	No	 
	16.03	 	700 Main Street	700 Main Street	Cambridge	Massachusetts	2139	 	No	 
	17	 	Sunset North	3120, 3150 & 3180 139th Avenue Southeast	Bellevue	Washington	98005	20,000,000.00	No	3.25000%
	18	 	Hilton Cincinnati Netherland Plaza	35 West Fifth Street	Cincinnati	Ohio	45202	19,977,483.93	No	5.35000%
	19	 	8 West Centre	3505 West Sam Houston Parkway North	Houston	Texas	77043	18,173,249.46	No	3.88800%
	20	 	The Club at Crystal Lake	3808 Crystal Lake Drive	Deerfield Beach	Florida	33064	17,500,000.00	No	3.77900%
	21	 	2817-2825 3rd Avenue	2817-2825 3rd Avenue	Bronx	New York	10455	14,000,000.00	No	3.71000%
	22	 	Vineyard Marketplace	2030 & 2040 Glade Road and 5311 & 5323 William D Tate Avenue	Grapevine	Texas	76051	12,900,000.00	No	4.04000%
	23	 	Washington Heights Multifamily Portfolio	 	 	 	 	12,000,000	No	3.89000%
	23.01	 	79-85 Fairview Avenue	79-85 Fairview Avenue	New York	New York	10040	 	No	 
	23.02	 	649 West 184th Street	649 West 184th Street	New York	New York	10040	 	No	 
	23.03	 	325 Wadsworth Avenue	325 Wadsworth Avenue	New York	New York	10040	 	No	 
	24	 	TownPlace Suites Laredo	6519 Arena Boulevard	Laredo	Texas	78041	11,690,000.00	No	3.85000%
	25	 	Mountain Vista Plaza	15557-15609 West Bell Road	Surprise	Arizona	85374	10,234,342.67	No	3.67000%
	26	 	Hale Road Plaza	110-120 Hale Road	Manchester	Connecticut	06042	8,164,476.26	No	3.65500%
	27	 	4536 Spruce Street	4536 Spruce Street	Philadelphia	Pennsylvania	19139	7,250,000.00	No	4.07000%
	28	 	Sands Hotel & Spa	44-985 Province Way	Indian Wells	California	92210	7,000,000.00	No	3.74500%
	29	 	GreenTree Centre I, II & III	1400 Westgate Center Drive and 1551 & 1590 Westbrook Plaza Drive	Winston Salem	North Carolina	27103	6,700,000.00	No	3.65000%
	30	 	435 West 54th Street	435 West 54th Street	New York	New York	10019	6,600,000.00	No	4.20000%
	31	 	A Storage Place Savannah	111 Tibet Avenue	Savannah	Georgia	31406	4,500,000.00	No	4.01000%
	32	 	Wawa- NJ	305 Mountain Avenue	Hackettstown	New Jersey	07840	3,400,000.00	No	4.70000%


 


     


     


    
 

BMARK 2019-B15 Mortgage Loan Schedule


	Control Number	Footnotes	Property Name	Remaining Term To Maturity (Mos.)	Maturity Date	Remaining Amortization Term (Mos.)	Master Servicing Fee Rate - NOT COMFORTED	Primary Servicing Fee Rate (%)	Subservicing Fee Rate (%)	Outside Servicing Fee Rate (%)
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Control	 	 	Remaining Term To	 	Remaining Amortization	Master Servicing	Primary Servicing	Subservicing	Outside Servicing
	Number	Footnotes	Property Name	Maturity / ARD (Mos.)	Maturity Date / ARD	Term (Mos.)	Fee Rate (%)	Fee Rate (%)	Fee Rate (%)	Fee Rate (%)
	1	 	899 West Evelyn	119	11/6/2029	0	0.00125%	0.00125%	0.01000%	NAP
	2	 	Innovation Park	119	11/1/2029	0	0.00125%	0.00125%	NAP	NAP
	3	 	Century Plaza Towers	119	11/9/2029	0	0.00125%	0.00000%	0.00000%	0.00125%
	4	 	Harvey Building Products	119	11/6/2029	360	0.00125%	0.00000%	0.00000%	0.00125%
	4.01	 	Londonderry / Manufacturing	 	 	 	 	 	 	 
	4.02	 	Dartmouth / Manufacturing	 	 	 	 	 	 	 
	4.03	 	Waltham Corporate	 	 	 	 	 	 	 
	4.04	 	Woburn	 	 	 	 	 	 	 
	4.05	 	Nashua	 	 	 	 	 	 	 
	4.06	 	Woburn CPD	 	 	 	 	 	 	 
	4.07	 	(West) Bridgewater	 	 	 	 	 	 	 
	4.08	 	Manchester, NH	 	 	 	 	 	 	 
	4.09	 	Norwalk 256	 	 	 	 	 	 	 
	4.1	 	New London	 	 	 	 	 	 	 
	4.11	 	East Haven	 	 	 	 	 	 	 
	4.12	 	Lincoln	 	 	 	 	 	 	 
	4.13	 	Bethlehem	 	 	 	 	 	 	 
	4.14	 	Salem	 	 	 	 	 	 	 
	4.15	 	Norwalk 260	 	 	 	 	 	 	 
	4.16	 	Berlin	 	 	 	 	 	 	 
	4.17	 	Dartmouth	 	 	 	 	 	 	 
	4.18	 	Manchester, CT	 	 	 	 	 	 	 
	4.19	 	Portland	 	 	 	 	 	 	 
	4.2	 	Braintree	 	 	 	 	 	 	 
	4.21	 	Warwick	 	 	 	 	 	 	 
	4.22	 	Fitchburg	 	 	 	 	 	 	 
	4.23	 	Auburn	 	 	 	 	 	 	 
	4.24	 	Berlin CPD	 	 	 	 	 	 	 
	4.25	 	Portsmouth	 	 	 	 	 	 	 
	4.26	 	Southampton	 	 	 	 	 	 	 
	4.27	 	Wilkes-Barre	 	 	 	 	 	 	 
	4.28	 	Hyannis	 	 	 	 	 	 	 
	4.29	 	Springfield	 	 	 	 	 	 	 
	4.3	 	White River Junction	 	 	 	 	 	 	 
	5	 	Austin Landing Mixed-Use	120	12/6/2029	600	0.00125%	0.00125%	NAP	NAP
	6	 	Kildeer Village Square	119	11/6/2029	0	0.00125%	0.00125%	0.01000%	NAP
	7	 	City Hyde Park	118	10/1/2029	360	0.00125%	0.00000%	0.00000%	0.00125%
	8	 	Downtown Winter Haven Portfolio	119	11/6/2029	360	0.00125%	0.00125%	NAP	NAP
	8.01	 	199 Avenue B Northwest	 	 	 	 	 	 	 
	8.02	 	200 Avenue B Northwest	 	 	 	 	 	 	 
	8.03	 	331 West Central Avenue	 	 	 	 	 	 	 
	8.04	 	300 3rd Street Southwest	 	 	 	 	 	 	 
	8.05	 	250 3rd Street Northwest	 	 	 	 	 	 	 
	8.06	 	203 Avenue A Northwest	 	 	 	 	 	 	 
	8.07	 	337 West Central Avenue	 	 	 	 	 	 	 
	8.08	 	401 3rd Street Southwest	 	 	 	 	 	 	 
	8.09	 	242 West Central Avenue	 	 	 	 	 	 	 
	8.1	 	56 - 58 4th Street Northwest	 	 	 	 	 	 	 
	8.11	 	245 West Central Avenue	 	 	 	 	 	 	 
	8.12	 	273 West Central Avenue / 46 3rd Street	 	 	 	 	 	 	 
	8.13	 	249 3rd Street Southwest	 	 	 	 	 	 	 
	8.14	 	254 West Central Avenue	 	 	 	 	 	 	 
	8.15	 	226 West Central Avenue	 	 	 	 	 	 	 
	8.16	 	225 Avenue D Northwest	 	 	 	 	 	 	 
	8.17	 	305 Avenue E Southwest	 	 	 	 	 	 	 
	8.18	 	230 West Central Avenue	 	 	 	 	 	 	 
	8.19	 	220 West Central Avenue	 	 	 	 	 	 	 
	8.2	 	239 3rd Street Southwest	 	 	 	 	 	 	 
	8.21	 	243 3rd Street Southwest	 	 	 	 	 	 	 
	9	 	Tysons Tower	118	10/11/2029	0	0.00125%	0.00000%	0.00000%	0.00125%
	10	 	Legends at Village West	59	11/6/2024	359	0.00125%	0.00000%	0.00000%	0.02000%
	11	 	Central Harlem Multifamily Portfolio	119	11/6/2029	0	0.00125%	0.00125%	NAP	NAP
	11.01	 	137 West 141st Street	 	 	 	 	 	 	 
	11.02	 	117 West 141st Street	 	 	 	 	 	 	 
	11.03	 	127 West 141st Street	 	 	 	 	 	 	 
	12	 	Elston Retail Collection	119	11/6/2029	299	0.00125%	0.00000%	0.00000%	0.01125%
	13	 	600 & 620 National Avenue	117	9/11/2029	0	0.00125%	0.00000%	0.00000%	0.00125%
	14	 	The Essex	83	11/1/2026	0	0.00125%	0.00000%	0.00000%	0.00125%
	15	 	Woodland Trace Apartments	120	12/6/2029	0	0.00125%	0.00125%	NAP	NAP
	16	 	Osborn Triangle	114	6/1/2029	0	0.00125%	0.00000%	0.00000%	0.00125%
	16.01	 	610 Main Street North	 	 	 	 	 	 	 
	16.02	 	1 Portland Street	 	 	 	 	 	 	 
	16.03	 	700 Main Street	 	 	 	 	 	 	 
	17	 	Sunset North	118	10/1/2029	0	0.00125%	0.00000%	0.00000%	0.00125%
	18	 	Hilton Cincinnati Netherland Plaza	59	11/1/2024	359	0.00125%	0.00000%	0.00000%	0.00125%
	19	 	8 West Centre	119	11/1/2029	359	0.00125%	0.00000%	0.00000%	0.01125%
	20	 	The Club at Crystal Lake	120	12/1/2029	0	0.00125%	0.00125%	NAP	NAP
	21	 	2817-2825 3rd Avenue	119	11/6/2029	0	0.00125%	0.00125%	NAP	NAP
	22	 	Vineyard Marketplace	120	12/1/2029	300	0.00125%	0.00125%	NAP	NAP
	23	 	Washington Heights Multifamily Portfolio	119	11/6/2029	0	0.00125%	0.00125%	NAP	NAP
	23.01	 	79-85 Fairview Avenue	 	 	 	 	 	 	 
	23.02	 	649 West 184th Street	 	 	 	 	 	 	 
	23.03	 	325 Wadsworth Avenue	 	 	 	 	 	 	 
	24	 	TownPlace Suites Laredo	118	10/6/2029	360	0.00125%	0.00125%	NAP	NAP
	25	 	Mountain Vista Plaza	119	11/6/2029	359	0.00125%	0.00125%	NAP	NAP
	26	 	Hale Road Plaza	119	11/6/2029	359	0.00125%	0.00125%	0.00000%	0.03000%
	27	 	4536 Spruce Street	120	12/6/2029	360	0.00125%	0.00125%	NAP	NAP
	28	 	Sands Hotel & Spa	119	11/6/2029	0	0.00125%	0.00125%	NAP	NAP
	29	 	GreenTree Centre I, II & III	119	11/6/2029	360	0.00125%	0.00125%	NAP	NAP
	30	 	435 West 54th Street	120	12/5/2029	0	0.00125%	0.00125%	NAP	NAP
	31	 	A Storage Place Savannah	119	11/6/2029	360	0.00125%	0.00125%	NAP	NAP
	32	 	Wawa- NJ	120	12/1/2029	0	0.00125%	0.00125%	NAP	NAP


 


     


     


    
 

BMARK 2019-B15 Mortgage Loan Schedule


	Control Number	Footnotes	Property Name	Mortgage Loan Seller	Cross-Collateralized (Y/N)	Hyper Amortizing Loan	Hyper Am Loan Maturity Date	ARD Revised Rate	Flag	Companion Balance
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Control	 	 	Mortgage 	Crossed With Other Loans	ARD	ARD Mortgage Loan Final	ARD	Serviced Companion Loan	Serviced Companion Loan
	Number	Footnotes	Property Name	Loan Seller	(Crossed Group)	(Yes/No)	Maturity Date	Revised Rate	Flag	Cut-off Balance
	1	 	899 West Evelyn	GACC	No	No	 	 	 	 
	2	 	Innovation Park	JPMCB	No	No	 	 	Yes	115,000,000.00
	3	 	Century Plaza Towers	GACC	No	No	 	 	 	 
	4	 	Harvey Building Products	CREFI	No	No	 	 	 	 
	4.01	 	Londonderry / Manufacturing	 	 	 	 	 	 	 
	4.02	 	Dartmouth / Manufacturing	 	 	 	 	 	 	 
	4.03	 	Waltham Corporate	 	 	 	 	 	 	 
	4.04	 	Woburn	 	 	 	 	 	 	 
	4.05	 	Nashua	 	 	 	 	 	 	 
	4.06	 	Woburn CPD	 	 	 	 	 	 	 
	4.07	 	(West) Bridgewater	 	 	 	 	 	 	 
	4.08	 	Manchester, NH	 	 	 	 	 	 	 
	4.09	 	Norwalk 256	 	 	 	 	 	 	 
	4.1	 	New London	 	 	 	 	 	 	 
	4.11	 	East Haven	 	 	 	 	 	 	 
	4.12	 	Lincoln	 	 	 	 	 	 	 
	4.13	 	Bethlehem	 	 	 	 	 	 	 
	4.14	 	Salem	 	 	 	 	 	 	 
	4.15	 	Norwalk 260	 	 	 	 	 	 	 
	4.16	 	Berlin	 	 	 	 	 	 	 
	4.17	 	Dartmouth	 	 	 	 	 	 	 
	4.18	 	Manchester, CT	 	 	 	 	 	 	 
	4.19	 	Portland	 	 	 	 	 	 	 
	4.2	 	Braintree	 	 	 	 	 	 	 
	4.21	 	Warwick	 	 	 	 	 	 	 
	4.22	 	Fitchburg	 	 	 	 	 	 	 
	4.23	 	Auburn	 	 	 	 	 	 	 
	4.24	 	Berlin CPD	 	 	 	 	 	 	 
	4.25	 	Portsmouth	 	 	 	 	 	 	 
	4.26	 	Southampton	 	 	 	 	 	 	 
	4.27	 	Wilkes-Barre	 	 	 	 	 	 	 
	4.28	 	Hyannis	 	 	 	 	 	 	 
	4.29	 	Springfield	 	 	 	 	 	 	 
	4.3	 	White River Junction	 	 	 	 	 	 	 
	5	 	Austin Landing Mixed-Use	CREFI	No	No	 	 	Yes	38,750,000.00
	6	 	Kildeer Village Square	CREFI	No	No	 	 	 	 
	7	 	City Hyde Park	JPMCB	No	No	 	 	 	 
	8	 	Downtown Winter Haven Portfolio	GACC	No	No	 	 	 	 
	8.01	 	199 Avenue B Northwest	 	 	 	 	 	 	 
	8.02	 	200 Avenue B Northwest	 	 	 	 	 	 	 
	8.03	 	331 West Central Avenue	 	 	 	 	 	 	 
	8.04	 	300 3rd Street Southwest	 	 	 	 	 	 	 
	8.05	 	250 3rd Street Northwest	 	 	 	 	 	 	 
	8.06	 	203 Avenue A Northwest	 	 	 	 	 	 	 
	8.07	 	337 West Central Avenue	 	 	 	 	 	 	 
	8.08	 	401 3rd Street Southwest	 	 	 	 	 	 	 
	8.09	 	242 West Central Avenue	 	 	 	 	 	 	 
	8.1	 	56 - 58 4th Street Northwest	 	 	 	 	 	 	 
	8.11	 	245 West Central Avenue	 	 	 	 	 	 	 
	8.12	 	273 West Central Avenue / 46 3rd Street	 	 	 	 	 	 	 
	8.13	 	249 3rd Street Southwest	 	 	 	 	 	 	 
	8.14	 	254 West Central Avenue	 	 	 	 	 	 	 
	8.15	 	226 West Central Avenue	 	 	 	 	 	 	 
	8.16	 	225 Avenue D Northwest	 	 	 	 	 	 	 
	8.17	 	305 Avenue E Southwest	 	 	 	 	 	 	 
	8.18	 	230 West Central Avenue	 	 	 	 	 	 	 
	8.19	 	220 West Central Avenue	 	 	 	 	 	 	 
	8.2	 	239 3rd Street Southwest	 	 	 	 	 	 	 
	8.21	 	243 3rd Street Southwest	 	 	 	 	 	 	 
	9	 	Tysons Tower	JPMCB	No	No	 	 	 	 
	10	 	Legends at Village West	CREFI	No	No	 	 	 	 
	11	 	Central Harlem Multifamily Portfolio	CREFI	No	No	 	 	 	 
	11.01	 	137 West 141st Street	 	 	 	 	 	 	 
	11.02	 	117 West 141st Street	 	 	 	 	 	 	 
	11.03	 	127 West 141st Street	 	 	 	 	 	 	 
	12	 	Elston Retail Collection	CREFI	No	No	 	 	 	 
	13	 	600 & 620 National Avenue	JPMCB	No	No	 	 	 	 
	14	 	The Essex	JPMCB	No	No	 	 	 	 
	15	 	Woodland Trace Apartments	CREFI	No	No	 	 	 	 
	16	 	Osborn Triangle	JPMCB	No	No	 	 	 	 
	16.01	 	610 Main Street North	 	 	 	 	 	 	 
	16.02	 	1 Portland Street	 	 	 	 	 	 	 
	16.03	 	700 Main Street	 	 	 	 	 	 	 
	17	 	Sunset North	JPMCB	No	No	 	 	 	 
	18	 	Hilton Cincinnati Netherland Plaza	JPMCB	No	No	 	 	 	 
	19	 	8 West Centre	JPMCB	No	No	 	 	 	 
	20	 	The Club at Crystal Lake	JPMCB	No	No	 	 	 	 
	21	 	2817-2825 3rd Avenue	CREFI	No	No	 	 	 	 
	22	 	Vineyard Marketplace	JPMCB	No	No	 	 	 	 
	23	 	Washington Heights Multifamily Portfolio	CREFI	No	No	 	 	 	 
	23.01	 	79-85 Fairview Avenue	 	 	 	 	 	 	 
	23.02	 	649 West 184th Street	 	 	 	 	 	 	 
	23.03	 	325 Wadsworth Avenue	 	 	 	 	 	 	 
	24	 	TownPlace Suites Laredo	GACC	No	No	 	 	 	 
	25	 	Mountain Vista Plaza	CREFI	No	No	 	 	 	 
	26	 	Hale Road Plaza	GACC	No	No	 	 	 	 
	27	 	4536 Spruce Street	CREFI	No	No	 	 	 	 
	28	 	Sands Hotel & Spa	GACC	No	No	 	 	 	 
	29	 	GreenTree Centre I, II & III	GACC	No	No	 	 	 	 
	30	 	435 West 54th Street	JPMCB	No	No	 	 	 	 
	31	 	A Storage Place Savannah	CREFI	No	No	 	 	 	 
	32	 	Wawa- NJ	JPMCB	No	No	 	 	 	 


 


     


     


    
 

BMARK 2019-B15 Mortgage Loan Schedule


	Control Number	Footnotes	Property Name	Companion Interest Rate	Companion RTM	Companion Maturity Date	Companion RAT	Companion Fee
	 	 	 	 	Serviced Companion Loan	 	Serviced Companion Loan	PRIMARY
	 	 	 	 	Remaining	Serviced Companion Loan	Remaining	Serviced Companion Loan
	Control	 	 	Serviced Companion Loan	Term To	Maturity	Amortization Term	Servicing
	Number	Footnotes	Property Name	Interest Rate	Maturity	Date	(Mos.)	Fees
	1	 	899 West Evelyn	 	 	 	 	 
	2	 	Innovation Park	3.50500%	119	11/1/2029	0	0.00125%
	3	 	Century Plaza Towers	 	 	 	 	 
	4	 	Harvey Building Products	 	 	 	 	 
	4.01	 	Londonderry / Manufacturing	 	 	 	 	 
	4.02	 	Dartmouth / Manufacturing	 	 	 	 	 
	4.03	 	Waltham Corporate	 	 	 	 	 
	4.04	 	Woburn	 	 	 	 	 
	4.05	 	Nashua	 	 	 	 	 
	4.06	 	Woburn CPD	 	 	 	 	 
	4.07	 	(West) Bridgewater	 	 	 	 	 
	4.08	 	Manchester, NH	 	 	 	 	 
	4.09	 	Norwalk 256	 	 	 	 	 
	4.1	 	New London	 	 	 	 	 
	4.11	 	East Haven	 	 	 	 	 
	4.12	 	Lincoln	 	 	 	 	 
	4.13	 	Bethlehem	 	 	 	 	 
	4.14	 	Salem	 	 	 	 	 
	4.15	 	Norwalk 260	 	 	 	 	 
	4.16	 	Berlin	 	 	 	 	 
	4.17	 	Dartmouth	 	 	 	 	 
	4.18	 	Manchester, CT	 	 	 	 	 
	4.19	 	Portland	 	 	 	 	 
	4.2	 	Braintree	 	 	 	 	 
	4.21	 	Warwick	 	 	 	 	 
	4.22	 	Fitchburg	 	 	 	 	 
	4.23	 	Auburn	 	 	 	 	 
	4.24	 	Berlin CPD	 	 	 	 	 
	4.25	 	Portsmouth	 	 	 	 	 
	4.26	 	Southampton	 	 	 	 	 
	4.27	 	Wilkes-Barre	 	 	 	 	 
	4.28	 	Hyannis	 	 	 	 	 
	4.29	 	Springfield	 	 	 	 	 
	4.3	 	White River Junction	 	 	 	 	 
	5	 	Austin Landing Mixed-Use	3.98000%	120	12/6/2029	600	0.00125%
	6	 	Kildeer Village Square	 	 	 	 	 
	7	 	City Hyde Park	 	 	 	 	 
	8	 	Downtown Winter Haven Portfolio	 	 	 	 	 
	8.01	 	199 Avenue B Northwest	 	 	 	 	 
	8.02	 	200 Avenue B Northwest	 	 	 	 	 
	8.03	 	331 West Central Avenue	 	 	 	 	 
	8.04	 	300 3rd Street Southwest	 	 	 	 	 
	8.05	 	250 3rd Street Northwest	 	 	 	 	 
	8.06	 	203 Avenue A Northwest	 	 	 	 	 
	8.07	 	337 West Central Avenue	 	 	 	 	 
	8.08	 	401 3rd Street Southwest	 	 	 	 	 
	8.09	 	242 West Central Avenue	 	 	 	 	 
	8.1	 	56 - 58 4th Street Northwest	 	 	 	 	 
	8.11	 	245 West Central Avenue	 	 	 	 	 
	8.12	 	273 West Central Avenue / 46 3rd Street	 	 	 	 	 
	8.13	 	249 3rd Street Southwest	 	 	 	 	 
	8.14	 	254 West Central Avenue	 	 	 	 	 
	8.15	 	226 West Central Avenue	 	 	 	 	 
	8.16	 	225 Avenue D Northwest	 	 	 	 	 
	8.17	 	305 Avenue E Southwest	 	 	 	 	 
	8.18	 	230 West Central Avenue	 	 	 	 	 
	8.19	 	220 West Central Avenue	 	 	 	 	 
	8.2	 	239 3rd Street Southwest	 	 	 	 	 
	8.21	 	243 3rd Street Southwest	 	 	 	 	 
	9	 	Tysons Tower	 	 	 	 	 
	10	 	Legends at Village West	 	 	 	 	 
	11	 	Central Harlem Multifamily Portfolio	 	 	 	 	 
	11.01	 	137 West 141st Street	 	 	 	 	 
	11.02	 	117 West 141st Street	 	 	 	 	 
	11.03	 	127 West 141st Street	 	 	 	 	 
	12	 	Elston Retail Collection	 	 	 	 	 
	13	 	600 & 620 National Avenue	 	 	 	 	 
	14	 	The Essex	 	 	 	 	 
	15	 	Woodland Trace Apartments	 	 	 	 	 
	16	 	Osborn Triangle	 	 	 	 	 
	16.01	 	610 Main Street North	 	 	 	 	 
	16.02	 	1 Portland Street	 	 	 	 	 
	16.03	 	700 Main Street	 	 	 	 	 
	17	 	Sunset North	 	 	 	 	 
	18	 	Hilton Cincinnati Netherland Plaza	 	 	 	 	 
	19	 	8 West Centre	 	 	 	 	 
	20	 	The Club at Crystal Lake	 	 	 	 	 
	21	 	2817-2825 3rd Avenue	 	 	 	 	 
	22	 	Vineyard Marketplace	 	 	 	 	 
	23	 	Washington Heights Multifamily Portfolio	 	 	 	 	 
	23.01	 	79-85 Fairview Avenue	 	 	 	 	 
	23.02	 	649 West 184th Street	 	 	 	 	 
	23.03	 	325 Wadsworth Avenue	 	 	 	 	 
	24	 	TownPlace Suites Laredo	 	 	 	 	 
	25	 	Mountain Vista Plaza	 	 	 	 	 
	26	 	Hale Road Plaza	 	 	 	 	 
	27	 	4536 Spruce Street	 	 	 	 	 
	28	 	Sands Hotel & Spa	 	 	 	 	 
	29	 	GreenTree Centre I, II & III	 	 	 	 	 
	30	 	435 West 54th Street	 	 	 	 	 
	31	 	A Storage Place Savannah	 	 	 	 	 
	32	 	Wawa- NJ	 	 	 	 	 


 


     


     


    



 


EXHIBIT
C


 


FORM
OF REQUEST FOR RELEASE

(for Certificate Administrator)


 


Loan
Information:

Name of Mortgagor: __________________

Master Servicer Loan No.: __________________



Certificate Administrator: Citibank, N.A. 


		Address:	388
Greenwich Street



New
York, New York 10013 


Attention:
Global Transaction Services – Benchmark 2019-B15


 



 


Custodian
Mortgage File No.: __________________

[Seller]

Name: __________________

Address: __________________


 __________________


 


		Certificates:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby requests delivery from Citibank,
N.A., as Certificate Administrator, for the Holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B15, the documents referred to below (the “Documents”). All capitalized terms not otherwise defined
in this Request for Release shall have the meanings given them in the Pooling and Servicing Agreement, dated as of December 1,
2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 


(  )       Note
dated _________, _____, in the original principal sum of $_____, made by _______, payable to, or endorsed to the order of, the
Trustee.


 


(  )      Mortgage
recorded on ____________ as instrument no. ________ in the County Recorder’s Office of the County of _______________, State
of _________________ in book/reel/docket ___________ of official records at page/image ________.


 






    C-1


     


    

 


(  )       Deed
of trust recorded on __________ as instrument no. ________ in the County Recorder’s Office of the County of ____________,
State of _______ in book/reel/docket ____________ of official records at page/image.


 


(  )      Assignment
of Mortgage or deed of trust to the Trustee, recorded on _____________ as instrument no. _______ in the County Recorder’s
Office of the County of _________, State of _______ in book/reel/docket __________ of official records at page/image _____________.


 


(  )      Other
documents, including any amendments, assignments or other assumptions of the Note or Mortgage.


 


(  )       ___________________________


 


(  )       ___________________________


 


(  )       ___________________________


 


(  )       ___________________________


 


The
undersigned [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] hereby acknowledges and agrees as
follows:


 


(i)              The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall hold and retain possession of the Documents
in trust for the benefit of the Trustee, solely for the purposes provided in the Agreement.


 


(ii)             The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall not cause or permit the Documents to
become subject to, or encumbered by, any claim, liens, security interest, charges, writs of attachment or other impositions nor
shall the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] assert or seek to assert any claims
or rights of set-off to or against the Documents or any proceeds thereof.


 


(iii)            The [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall return the Documents to the Certificate
Administrator when the need therefor no longer exists, unless the Mortgage Loan relating to the Documents has been liquidated
and the proceeds thereof have been remitted to the Collection Account and except as expressly provided in the Agreement.


 


(iv)            The Documents and any proceeds thereof, including any proceeds of proceeds, coming into the possession or control of the [Master
Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall at all times be earmarked for the account of the
Trustee, and the [Master Servicer][Special Servicer][Outside Servicer][Outside Special Servicer] shall keep the Documents and
any proceeds separate and distinct from all other property in the [Master Servicer][Special Servicer][Outside Servicer][Outside
Special Servicer]’s possession, custody or control.


 






    C-2


     


    

 





	 	[MASTER SERVICER/SPECIAL SERVICER]
    [OUTSIDE SERVICER/ OUTSIDE SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 




    C-3


     


    

 


EXHIBIT
D



FORM OF DISTRIBUTION DATE STATEMENT


 




    D-1


     


    

 


 


 



 


 



	 	 	 
	Distribution Date:

    Determination Date:	

    

    	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 	 	 	 	 	 	 	 
	 	 	 	Mortgage
    Loan Detail	11	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NOI
    Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency
    Loan Detail	13	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Appraisal
    Reduction Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan
    Modification Detail	17	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Specially
    Serviced Loan Detail	19	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Unscheduled
    Principal Detail	21	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:

    Determination Date:	

	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    
	 	 	 
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	Distribution Date:

    Determination Date:	

    

    	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
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Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
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Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 



 



    
	 	 	 
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Reconciliation 



Detail	




	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing Fee / Sub-Servicing Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	CREFC®
    Intellectual Property Royalty License Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trustee Fee / Certificate Administrator Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	Operating Advisor Fee	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Total Scheduled Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing Fee	 	 	 
	 	Scheduled Principal	 	 	 	 	Workout Fee	 	 	 
	 	Curtailments	 	 	 	 	Liquidation Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	Additional Trust
    Fund Expenses	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased Principal	 	 	 	 	Additional Servicing Fee	 	 	 
	 	Substitution Principal	 	 	 	 	Total Additional Fees, Expenses, etc.:	 	 	 
	 	Other Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Interest Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Principal Distribution	 	 	 
	 	Yield Maintenance
    Charges	 	 	 	 	Yield Maintenance
    Charges Distribution	 	 	 
	 	Prepayment Premiums	 	 	 	 	Prepayment Premiums
    Distribution	 	 	 
	 	Other Charges	 	 	 	 	Total Distribution
    to Certificateholders:	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Total Funds Allocated	 	 	 
	 	Total Funds Available	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



    
	 	 	 
	Reports Available at sf.citidirect.com	6 of 24	




     


    


 


	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail


 


	Ending
    Scheduled Balance	 	 	 	State
	

    Ending Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
	Reports Available at sf.citidirect.com	7 of 24	




     


    




	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail





	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	8 of 24	




     


    



	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	9 of 24	




     


    



	 	 	 
	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	10 of 24	




     


    
	 	 	 
	Distribution Date:		
	Determination Date:	
	 	


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




 





    
	 	 	 
	Reports Available at sf.citidirect.com	11 of 24	




     


    



	 	 	 
	Distribution Date:		
	Determination Date:	
	 	



NOI
Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 








    
	 	 	 
	Reports Available at sf.citidirect.com	12 of 24	




     


    

 



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Delinquency
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 


 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	13 of 24	




     


    

 






	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Delinquency Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  


 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	14 of 24	




     


    

   



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Appraisal
    Reduction Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	15 of 24	




     


    




  



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Appraisal Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	 	 	 	 	There
    is no historical Appraisal Reduction activity.	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 






 






    
	 	 	 
	Reports Available at sf.citidirect.com	16 of 24	




     


    




 



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Loan
    Modification Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 	 	 	 	 	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 





 



    
	 	 	 
	Reports Available at sf.citidirect.com	17 of 24	




     


    




  



	 	 	 
	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Loan Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	There
    is no historical Loan Modification activity.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	18 of 24	




     


    

 



	Distribution Date:		
	Determination Date:	

    


     Specially Serviced Loan
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 








    
	 	 	 
	Reports Available at sf.citidirect.com	19 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	

    


    Historical Specially Serviced
    Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

    There is no historical Specially Serviced Loan activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	20 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	

    


    Unscheduled Principal
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	There
    is no unscheduled principal activity for the current distribution period.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Liquidation / Prepayment Code
(1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	21 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	

    


    Historical Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penality	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals   	 	There
    is no historical unscheduled principal activity.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	22 of 24	




     


    




	Distribution Date:		
	Determination Date:	

    


    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
	Reports Available at sf.citidirect.com	23 of 24	




     


    

 


	Distribution Date:		
	Determination Date:	


                                                    
 Historical Liquidated Loan Detail



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net 

Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
	Reports Available at sf.citidirect.com	24 of 24	




     


    

 


EXHIBIT
E


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(c) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,

            as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Temporary Regulation S Global Certificate
of such Class (CINS No. [______] and ISIN No. [______]) to be held with the Depository in the name of [Euroclear] [Clearstream]*
(Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 





 



 


*
       Select appropriate depository.


 






    E-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)     the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States;]**


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 





 



 


**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    E-2


     


    

 


EXHIBIT
F


 


FORM
OF TRANSFER CERTIFICATE

FOR RULE 144A GLOBAL CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(d) of the Pooling and Servicing Agreement) 


 


Citibank,
N.A.,

            as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__] 



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______])
with the Depository in the name of [insert name of Transferor] (the “Transferor”). The Transferor has requested
an exchange or transfer of such beneficial interest for a beneficial interest in the Regulation S Global Certificate of such
Class (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with
respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of
1933, as amended (the “Securities Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S),


 






    F-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States,]*


 


[(2)      the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States,] *


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule
903(b) or 904(b) of Regulation S, as applicable,


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


or
(ii) with respect to transfers made in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify
that the Certificates are being transferred in a transaction permitted by Rule 144 under the Securities Act.**


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 





 



 


*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 


**
       Select (i) or (ii), as applicable.



 




    F-2


     


    

 


EXHIBIT
G


 


FORM
OF TRANSFER CERTIFICATE

FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD


 


(Exchange
or transfers pursuant to

Section 5.03(e) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,

            as Certificate Registrar

480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS
No. [______] and ISIN No. [______]) with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository in
the name of [insert name of transferor] (the “Transferor”). The Transferor has requested an exchange or transfer
of such beneficial interest for a beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A
in each case in a transaction meeting the requirements of


 





 



 


*
       Select appropriate depository.


 






    G-1


     


    

 


Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 




    G-2


     


    

 


EXHIBIT
H


 


FORM
OF CERTIFICATION TO BE GIVEN BY

CERTIFICATE OWNER OF TEMPORARY

REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
pursuant to

Section 5.03(f) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


 


[For
purposes of acquiring a beneficial interest in a Regulation S Global Certificate of the Class specified above after the expiration
of the Restricted Period,] [For purposes of receiving payments under a Temporary Regulation S Global Certificate of the Class
specified above,]* the undersigned holder of a beneficial interest in a Temporary Regulation S Global Certificate
of the Class specified above issued under the Pooling and Servicing Agreement certifies that it is an institution that is not
a “U.S. person” as defined by Regulation S under the Securities Act of 1933, as amended.


 


We
undertake to advise you promptly by facsimile on or prior to the date on which you intend to submit your corresponding certification
relating to the Certificates of the Class specified above held by you for our account if any applicable statement herein is not
correct on such date, and in the absence of any such notification it may be assumed that this certification applies as of such
date.


 





 



 


*
       Select, as applicable.


 






    H-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 


		Dated:______________	









	 	By:	 
	 	 	as, or as agent for, the holder of a beneficial interest in the Certificates to which
                                         this certificate relates.






 




    H-2


     


    

 


EXHIBIT
I


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO TEMPORARY REGULATION S GLOBAL CERTIFICATE


 


(Exchanges
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement) 


 


Citibank,
N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor
 Jersey City, New Jersey 07310
 Attention: Securities
Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Temporary Regulation S Global Certificate of such Class (CINS No. [______] and ISIN No. [______])
to be held with [Euroclear] [Clearstream]* (Common Code [______]) through the Depository.


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 





 



 


*
       Select appropriate depository. 






    I-1


     


    

 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]**


 


[(2)      the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States;] **


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 





 



 


**
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    I-2


     


    

 


EXHIBIT
J


 


FORM
OF TRANSFER CERTIFICATE 

FOR NON-BOOK ENTRY CERTIFICATE 

TO REGULATION S GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of Transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such Non-Book Entry Certificates
for a beneficial interest in the Regulation S Global Certificate (CINS No. [______], ISIN No. [______], and Common Code No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer
has been made in compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and
in accordance with Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the
“Securities Act”), and accordingly the Transferor does hereby certify that:


 


(1)       the
offer of the Certificates was not made to a person in the “United States” (as defined in Regulation S);


 






    J-1


     


    

 


[(2)      at
the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on
its behalf reasonably believed and believes that the transferee was outside the United States;]*


 


[(2)      the
transaction was executed in, on or through the facilities of a “designated offshore securities market” (as defined
in Regulation S) and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with
a buyer in the United States;] *


 


(3)       no
“directed selling efforts” (as defined in Regulation S) have been made in contravention of the requirements of Rule 903(b)
or 904(b) of Regulation S, as applicable;


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act; and


 


(5)       the
transferee is an institution.


 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 





 



 


*
       Insert one of these two provisions, which come from the definition of “offshore
transaction” in Regulation S.


 




    J-2


     


    

 


EXHIBIT
K


 


FORM
OF TRANSFER CERTIFICATE

FOR NON-BOOK ENTRY CERTIFICATE 

TO RULE 144A GLOBAL CERTIFICATE


 


(Exchange
or transfers pursuant to

Section 5.03(g) of the Pooling and Servicing Agreement)


 


 


 


Citibank,
N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in
the Pooling and Servicing Agreement.


 


This
letter relates to US $[______] aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”)
which are held in the form of Non-Book Entry Certificates of such Class (CUSIP No. [______]) in the name of [insert name of transferor]
(the “Transferor”). The Transferor has requested an exchange or transfer of such beneficial interest for a
beneficial interest in the Rule 144A Global Certificate of such Class (CUSIP No. [______]).


 


In
connection with such request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are
being exchanged or transferred in accordance with Rule 144A (“Rule 144A”) under the Securities Act
of 1933, as amended (the “Securities Act”), to a transferee that the Transferor reasonably believes is purchasing
the Certificates for its own account, or for one or more accounts with respect to which the transferee exercises sole investment
discretion, and the transferee and any such account is a “qualified institutional buyer” within the meaning of Rule 144A,
in each case in a transaction meeting the requirements of Rule 144A and in accordance with any applicable securities laws
of any state of the United States or other applicable jurisdiction.


 






    K-1


     


    

 


We
understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith,
if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant,
we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the
statements contained herein are made for your benefit and the benefit of the Depositor, Trustee, Operating Advisor, Asset Representations
Reviewer, Certificate Administrator, Master Servicer, Special Servicer, the Initial Purchasers and the Underwriters.


 





	 	[Insert
    Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


Dated:
_______


 


cc:
Citigroup Commercial Mortgage Securities Inc.


 




    K-2


     


    

 


EXHIBIT
L-1


 


FORM
OF AFFIDAVIT PURSUANT TO

SECTIONS 860D(a)(6)(A) AND 860E(e)(4) OF

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED


 


Citibank,
N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


[Transferor] 


[______] 


[______] 


Attention:
[______]


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
                                         Services LLC, as Operating Advisor and as Asset Representations Reviewer, Citibank, N.A.,
                                         as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. 



 


 





	STATE OF	)	 
	 	)	ss.:
	COUNTY OF	)	 


  


Capitalized
terms not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


I,  [______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are
true, correct and complete, and being first sworn, depose and say that:


 


1.          I
am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.


 


2.          The
Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment
conduits (each, a “REMIC”) designated as the “Lower-Tier REMIC” and “Upper-Tier
REMIC”, respectively, relating to the


 


 






    L-1-1


     


    

 


Certificates for which an election is to be or has been made under Section 860D
of the Internal Revenue Code of 1986 (the “Code”).


 


3.          The
Purchaser is not a “Disqualified Organization” (as defined below), and that the Purchaser is not acquiring
the Class R Certificates for the account of, or as agent or nominee of, or with a view to the transfer of direct or indirect record
or beneficial ownership thereof, to a Disqualified Organization. For the purposes hereof, a Disqualified Organization is any of
the following: (i) the United States, a State or any political subdivision of a State, any possession of the United States
or any agency or instrumentality of any of the foregoing (other than an instrumentality that is a corporation if all of its activities
are subject to tax and, except for the Federal Home Loan Mortgage Corporation, a majority of its board of directors is not selected
by any such governmental unit), (ii) a foreign government, International Organization or agency or instrumentality of either
of the foregoing, (iii) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed
by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Code Section 860E(c)(1)) with
respect to the Class R Certificates (except certain farmers’ cooperatives described in Code Section 521), (iv) rural
electric and telephone cooperatives described in Code Section 1381(a)(2) or (v) any other Person so designated by the Certificate
Registrar based upon an opinion of counsel to the effect that any transfer to such Person may cause either Trust REMIC to be subject
to tax or to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States”,
“State” and “international organization” shall have the meanings set forth in Section 7701
of the Code.


 


4.          The
Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances,
on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.


 


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


 


6.          No
purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.


 


7.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed
base, within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 






    L-1-2


     


    

 


8.          Check
the applicable paragraph:


 


☐          The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)         the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)        the
present value of the expected future distributions on such Class R Certificate; and


 


(iii)       the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For
purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b)
of the Code (but the tax rate in Section 55(b)(1)(B) of the Code (as in effect for tax years beginning on or before
December 31, 2017) may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser has been
subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable
income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount
rate equal to the short-term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the
compounding period used by the Purchaser.


 


☐         The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,


 


(i)         the
Purchaser is an “eligible corporation”, as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which
income from the Class R Certificate will only be taxed in the United States;


 


(ii)        at
the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser
had gross assets for financial reporting purposes (excluding any obligation of a Person related to the Purchaser within the meaning
of U.S. Treasury Regulations Section 1.860E-1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;


 


(iii)       the
Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations
Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Treasury Regulations Sections 1.860E-1(c)(4)(i),
(ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and


 


(iv)       the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐          None
of the above.


 






    L-1-3


     


    

 


9.          The
Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future and
the Purchaser intends to pay taxes associated with holding the Class R Certificates as they become due.


 


10.        The
Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flows generated
by such Certificate.


 


11.        The
Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless
the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement
in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any
such transfer to any Person that does not provide an affidavit and agreement in substantially the same form as this affidavit
and agreement or as to which the Purchaser has actual knowledge that such Person is not a Permitted Transferee or is acting as
an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee.


 


12.       The
Purchaser represents that it is not acquiring the Class R Certificate as a nominee, trustee or agent for any Person that is not
a Permitted Transferee and that for so long as it retains its interest in the Class R Certificate, it will endeavor to remain
a Permitted Transferee.


 


13.       The
Purchaser consents to any additional restrictions or arrangements that shall be deemed necessary upon advice of counsel to constitute
a reasonable arrangement to ensure that the Class R Certificate will only be owned, directly or indirectly, by a Permitted Transferee.


 


14.       The
Purchaser has reviewed the provisions of Section 5.03 of the Pooling and Servicing Agreement, a description of which provisions
is set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.


 


15.       The
Purchaser consents (a) to the designation of the Certificate Administrator as the “partnership representative” within
the meaning of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant
to Section 4.04(a) of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed
to avoid (i) the application of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on the holders of the Class
R Certificates.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 




    L-1-4


     


    

 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this
___day of _________, 20__.


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:












	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 


On
this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned
and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons
who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of
the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act
and deed of the Purchaser.


 





	 	
NOTARY PUBLIC in and for the

State of _______________


 





[SEAL]


 


My
Commission expires:


 

 





 




    L-1-5


     


    

 


EXHIBIT
L-2A


 


FORM
OF TRANSFEROR LETTER for transfer of class r certificates


 


[Date]


 


Citibank,
N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class R 



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual
Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Pooling and Servicing
Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar,
that:


 


(1)       No
purpose of the Transferor relating to the transfer of the Residual Certificates by the Transferor to the Transferee is or will
be to impede the assessment or collection of any tax.


 


(2)       The
Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the
Pooling and Servicing Agreement as Exhibit L-1. The Transferor has no actual knowledge that the Transferee is not a Permitted
Transferee (as defined in such Transfer Affidavit and Agreement) and has no actual knowledge or reason to know that the Transferee’s
representations in clause (9) of such Transfer Affidavit and Agreement are false.


 


(3)       The
Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee
as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor
has determined that the Transferee has historically paid its debts as they became due and has found no significant


 






    L-2A-1


     


    

 


evidence
to indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands
that the transfer of the Residual Certificates may not be respected for United States income tax purposes (and the Transferor
may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation. 


	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 




    L-2A-2


     


    

 


EXHIBIT
L-2B


 


FORM
OF TRANSFEROR LETTER FOR TRANSFER OF NON-BOOK ENTRY

CERTIFICATES (OTHER THAN PUBLIC CERTIFICATES)


 


[Date]


 


Citibank,
N.A.,


as
Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window 


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of [$[______] aggregate [principal balance][notional amount]][[__]% Percentage Interest] of the
Class [___] Certificates (the “Transferred Certificate”) which are held in the form of [a beneficial interest
in the [Rule 144A][Regulation S] Global Certificate][Non-Book Entry Certificate] of such Class (CUSIP No. [______]). The
Transferor has requested a transfer of such [beneficial interest][Non-Book Entry Certificate] for a Non-Book Entry Certificate
of such Class (CUSIP No. [______]). The Certificates, including the Transferred Certificate, were issued pursuant to the Pooling
and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup
Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services
LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust,
National Association, as Trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Pooling
and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:


 


(1)       The
Transferor is the lawful owner of the Transferred Certificate with the full right to transfer such Certificate free from any and
all claims and encumbrances whatsoever.


 


(2)       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of any Certificate,
any interest in any Certificate or any other similar security to any person in any manner, (b) solicited any offer to buy
or accept a transfer, pledge or other disposition of any Certificate, any interest in any Certificate or any other similar security
from any person in any manner, (c) otherwise approached or negotiated with respect to any Certificate, any interest in any
Certificate or any other similar security with any person in any manner, (d) made any general solicitation by means of general
advertising or


 






    L-2B-1


     


    

 


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 any Certificate under the Securities Act of 1933, as amended (the “Securities
Act”), or would render the disposition of any Certificate a violation of Section 5 of the Securities Act or any state
securities laws, or would require registration or qualification of any Certificate, or any offer or sale thereof, pursuant to
the Securities Act or any state securities laws. 


	 	 	 
	 	Very truly yours,
	 	 
	 	 	(Transferor)
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 



 




    L-2B-2


     


    

 


EXHIBIT
L-3


 


FORM
OF TRANSFEREE LETTER


 


[Date]


 


 


	Citibank, N.A.,

                                                                     as Certificate Registrar

                                                                     480 Washington Boulevard, 30th Floor
 Jersey City, New Jersey 07310
 Attention:  Securities Window
	 	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
richard.simpson@citi.com

         

	Citibank,
N.A., 

        as
Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B15

         
	 	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
raul.d.orozco@citi.com 

         

	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B15

         
	 	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        E-mail:
ryan.m.oconnor@citi.com



  


[Transferor] 


[______] 


[______] 


Attention:
[______]


  


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15 



 


Ladies
and Gentlemen:


 


The
undersigned (the “Purchaser”) proposes to purchase [$_____________ initial aggregate [principal amount] [notional
amount]] [_____% Percentage Interest] of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series
2019-B15, Class [_], CUSIP No. [____], in certificated fully registered form (such registered interest, the “Certificate”),
issued pursuant to that certain Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial


 


 






    L-3-1


     


    

 


Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as
Certificate Administrator, and Wilmington Trust, National Association, as Trustee. Capitalized terms used and not otherwise defined
herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


[FOR
TRANSFERS OF CLASS F, CLASS G-RR or CLASS J-RR: In connection with such transfer, the Purchaser hereby represents and warrants
to you that the Purchaser (A) either (i) is not and will not be an employee benefit plan or other plan subject to the fiduciary
responsibility or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit
plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting
on behalf of any such Plan or using assets of any such Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101,
or (ii) (1) is an insurance company, (2) the source of funds used to acquire or hold the Certificate or an interest therein
is an “insurance company general account,” as such term is defined in Prohibited Transaction Class Exemption (“PTCE”)
95-60 and (3) the conditions in Sections I and III of PTCE 95-60 have been satisfied and (B) is not and will not be a governmental
plan (as defined in Section 3(32) of ERISA) or other plan subject to any federal, state or local law that is, to a material extent,
similar to the fiduciary responsibility or prohibited transaction provisions of ERISA or Code Section 4975 (“Similar
Law”) or any Person acting on behalf of any such governmental plan or other plan or using the assets of such governmental
plan or other plan to acquire the Certificate unless its acquisition, holding and disposition of the Certificate would not constitute
or otherwise result in a non-exempt violation of Similar Law.]


 


[FOR
TRANSFERS OF CLASS VRR CERTIFICATES: In connection with such transfer, the Purchaser hereby represents and warrants to you that
(A) either (i) the Purchaser is not and will not be an employee benefit plan or other plan subject to the fiduciary responsibility
or prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”)
or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”, and any such employee benefit
plan or other plan, a “Plan”) or an entity or collective investment fund the assets of which are considered
Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42) of ERISA, or other person acting
on behalf of any such Plan or using assets of any such Plan within the meaning of U.S. Department of Labor Reg. Section 2510.3-101,
or (ii) (1) the Certificate is acquired by the Purchaser through Citigroup Global Markets Inc., Deutsche Bank Securities
Inc. or J.P. Morgan Securities LLC, (2) the Purchaser is an insurance company, (3) the source of funds used to acquire or hold
the Certificate or an interest therein is an “insurance company general account,” as such term is defined in Prohibited
Transaction Class Exemption (“PTCE”) 95-60 and (4) the conditions in Sections I and III of PTCE 95-60 have
been satisfied and (B) the Purchaser is not and will not be a governmental plan (as defined in Section 3(32) of ERISA) or other
plan subject to any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited
transaction provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on


 






    L-3-2


     


    

 


behalf of any
such governmental plan or other plan or using the assets of such governmental plan or other plan to acquire the Certificate unless
its acquisition, holding and disposition of the Certificate would not constitute or otherwise result in a non-exempt violation
of Similar Law.]


 


[FOR
TRANSFERS OF CLASS R or class s CERTIFICATES: In connection with such transfer,
the Purchaser hereby represents and warrants to you that the Purchaser (A) is not and will not be an employee benefit plan or
other plan subject to the fiduciary responsibility or prohibited transaction provisions of the Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) or section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”,
and any such employee benefit plan or other plan, a “Plan”) or an entity or collective investment fund the
assets of which are considered Plan assets under U.S. Department of Labor Reg. Section 2510.3-101, as modified by Section 3(42)
of ERISA (including an insurance company that is using the assets of separate accounts or general accounts which include assets
of Plans (or which are deemed pursuant to ERISA or Similar Law to include assets of Plans)), or other person acting on behalf
of any such Plan or using assets of any such Plan and (B) is not and will not be a governmental plan or other plan subject to
any federal, state or local law that is, to a material extent, similar to the fiduciary responsibility or prohibited transaction
provisions of ERISA or Code Section 4975 (“Similar Law”) or any Person acting on behalf of any such governmental
plan or other plan or using the assets of such governmental plan to acquire the Certificate.]


 


[FOR
TRANSFERS OF CLASS R CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended.]


 


[FOR
TRANSFERS OF CLASS S CERTIFICATES: The Purchaser hereby represents and warrants to you that the Purchaser is (1) a “qualified
institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or (2) an entity that
qualifies as an “accredited investor” within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation
D under the Securities Act of 1933, as amended, or an entity in which all of the equity owners qualify as “accredited investors”
within the meaning of Rule 501(a) (1), (2), (3) or (7) of Regulation D under the Securities Act of 1933, as amended.]


 




    L-3-3


     


    

 


IN
WITNESS WHEREOF, the Purchaser hereby executes this Representation Letter on the ___ day of _____, ____. 


 





	 	Very truly yours,
	 	 
	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:









 




    L-3-4


     


    

 


EXHIBIT
L-4


 


FORM
OF INVESTMENT REPRESENTATION LETTER


 


[Date] 


 


	Citibank,
N.A., 

        as
Certificate Registrar 

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	 	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
richard.simpson@citi.com

         

	Citibank,
N.A., 

        as
Certificate Administrator 

        388
Greenwich Street 

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B15 
	 	Citigroup
Commercial Mortgage Securities Inc. 

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
raul.d.orozco@citi.com

         

	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B15

         
	 	Citigroup
Commercial Mortgage Securities Inc. 

        388
Greenwich Street, 17th Floor 

        New
York, New York 10013 

        Attention:
Ryan M. O’Connor 

        Telecopy
number: (646) 862-8988 

        E-mail:
ryan.m.oconnor@citi.com 



 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through
                                         Certificates, Series 2019-B15, Class [__]

                                         (the “Class
                                         [__] Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 5.03 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, on behalf of the holders of Benchmark 2019-B15
Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 (the “Certificates”), in connection
with the transfer by [             ] (the “Seller”)
to the undersigned (the “Purchaser”) of [$______ aggregate [principal balance] [notional amount] of Class [___]
Certificates] [a Class [___] Certificate representing a ___% Percentage


 


 






    L-4-1


     


    

 


Interest in the related Class], in certificated fully
registered form (such registered interest, the “Transferred Certificate”). Capitalized terms used but not defined
herein shall have the meanings ascribed thereto in the Pooling and Servicing Agreement.


 


In
connection with such transfer, the undersigned hereby represents and warrants to you as follows:


 


1.          Check
one of the following:1


 


☐          The
Purchaser is an “institutional accredited investor” (an “Institutional Accredited Investor”) (i.e. an
entity meeting, or in which all of the equity owners meet, the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D
promulgated under the Securities Act of 1933, as amended (the “Securities Act”)), and has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of the investment in the Transferred
Certificate, and the Purchaser and any accounts for which the Purchaser is acting are each able to bear the economic risk of our
or its investment. The Purchaser is acquiring the Transferred Certificate for its own account or for one or more accounts (each
of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment discretion. The
Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


☐          The
Purchaser is a “qualified institutional buyer” (a “QIB”) within the meaning of Rule 144A (“Rule
144A”) under the Securities Act, and has completed one of the forms of certification to that effect attached hereto
as Annex 1 and Annex 2. The Purchaser is acquiring the Transferred Certificate for its own account, or for the account of another
QIB. The Purchaser is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity
to obtain the information required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A. The Purchaser hereby undertakes
to reimburse the Trust for any costs incurred by it in connection with this transfer.


 


2.          The
Purchaser’s intention is to acquire the Transferred Certificate (a) for investment for the Purchaser’s own account
or (b) for resale to (i) “qualified institutional buyers” in transactions complying with Rule 144A[,FOR TRANSFERS
OF ANY CERTIFICATES OTHER THAN CLASS R: or (ii) Institutional Accredited Investors under the Securities Act, pursuant to any other
exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (A) the receipt
by the Certificate Registrar of a letter substantially in the form hereof, (B) the receipt by the Certificate Registrar of
an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance with
the Securities Act, (C) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable
state and foreign securities laws), and (D) a written undertaking to reimburse the Trust for any costs incurred by it in
connection with the proposed transfer.] It understands that the Transferred Certificate (and any subsequent Non-Book Entry Certificate)
has not been registered under the


 





 



 


1
Any Purchaser of Class R Certificates must check the box that it is a QIB. Only QIBs may acquire a Class R Certificate.


 






    L-4-2


     


    

 


Securities Act, 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 Transferred Certificate (and any Certificate issued on transfer or exchange thereof) has not been
registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Transferred
Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder or unless
an exemption from such registration or qualification is available.


 


4.          The
Purchaser has reviewed the applicable Offering Circular dated November 25, 2019, relating to the Private Certificates (the “Offering
Circular”) and the agreements and other materials referred to therein and has had the opportunity to ask questions and
receive answers concerning the terms and conditions of the transactions contemplated by the Offering Circular.


 


5.          The
Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing Agreement in its capacity as
an owner of a Non-Book Entry Certificate or Certificates, as the case may be (each, a “Certificateholder”),
in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar
and all Certificateholders present and future.


 


6.          The
Purchaser will not sell or otherwise transfer any portion of the Transferred Certificate, except in compliance with Section 5.03
of the Pooling and Servicing Agreement.


 


7.          Check
one of the following:


 


☐          The
Purchaser is a “U.S. Tax Person” and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).


 


☐          The
Purchaser is not a “U.S. Tax Person” and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Administrator (or its agent) with respect to Distributions to be made on the Transferred Certificate(s).
The Purchaser has attached hereto (i) a duly executed IRS Form W-8BEN or W-8 BEN-E, as applicable (or successor form), which identifies
such Purchaser as the beneficial owner of the Transferred Certificate(s) and states that such Purchaser is not a U.S. Person,
(ii) two duly executed copies of IRS Form W-8IMY (and all appropriate attachment) or (iii) two duly executed copies of IRS
Form W-8ECI (or successor form), which identify such Purchaser as the beneficial owner of the Transferred Certificate(s) and state
that interest and original issue discount on the Transferred Certificate(s) is, or is expected to be, effectively connected with
a U.S. trade or business. The Purchaser agrees to provide to the Certificate Administrator an updated IRS Form W-8BEN, IRS Form
W-8 BEN-E, IRS Form W-8IMY or IRS Form W-8ECI, as the case may be, any applicable successor IRS forms, or such other certifications
as the Certificate Administrator may reasonably request, on or before the date that any such IRS form or certification expires
or becomes obsolete, or promptly after the occurrence of any event requiring a change in the most recent IRS form of certification
furnished by it to the Certificate Administrator.


 






    L-4-3


     


    

 


For
the purposes of this paragraph 7, “U.S. Tax Person” means a citizen or resident of the United States, a corporation,
partnership (except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under
the laws of the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or
partnership for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless
of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration
of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or,
to the extent provided in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to
be treated as U.S. Tax Persons).


 


Please
make all payments due on the Transferred Certificates:**


 


(a)           by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:


 





	 	Account number:	 	 


 





	 	Institution:	 	 








 





		(b)	by
                                         mailing a check or draft to the following address:




	 	 

                                                           
	 	 
	 	 

                                                
	 	 
	 	 

                                                
	 	 









 


The
Class [__] Certificates registered in the name of the Purchaser should be delivered to a representative of: 





	 	 

                                                           
	 	 
	 	 

                                                
	 	 
	 	 

                                                
	 	 


 


The
mailing address of the Purchaser is: 






	 	 

                                                           

                                                          
	 	 
	 	 

                                                
	 	 
	 	 

                                                
	 	 


 





 











 


**       Please
select (a) or (b).


 




    L-4-4


     


    

  





	 	Very truly yours,
	 	 
	 	[Insert
                    Name of Purchaser]

                    

                    

	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:
________________, 20__


 




    L-4-5


     


    



 


ANNEX
1



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers other than Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the commercial mortgage pass-through certificate being transferred (the
“Transferred Certificate”) as described in the Investment Representation Letter to which this certification
relates and to which this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933,
as amended (“Rule 144A”) because (i) the Purchaser owned and/or invested on a discretionary basis $______________________2
in securities (other than the excluded securities referred to below) as of [specific date since the close of the
Purchaser’s most recent fiscal year][the end of the Purchaser’s most recent fiscal year] (such amount being calculated
in accordance with Rule 144A) and (ii) the Purchaser satisfies the criteria in the category marked below.


 


		___	Corporation,
                                         etc. The Purchaser is a corporation (other than a bank, savings and loan association
                                         or similar institution), Massachusetts or similar business trust, partnership, or any
                                         organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
                                         amended.



 


		___	Bank.
                                         The Purchaser (a) is a national bank or a banking institution organized under the
                                         laws of any State, U.S. territory or the District of Columbia, the business of which
                                         is substantially confined to banking and is supervised by the State or territorial banking
                                         commission or similar official or is a foreign bank or equivalent institution, and (b) has
                                         an audited net worth of at least $25,000,000 as demonstrated in its latest annual financial
                                         statements, a copy of which is attached hereto, as of a date not more than 16 months
                                         preceding the date of sale of the Transferred Certificate in the case of a U.S. bank,
                                         and not more than 18 months preceding such date of sale for a foreign bank or equivalent
                                         institution.



 


		___	Savings
and Loan. The Purchaser (a) is a savings and loan association, building and loan association, cooperative bank, homestead
association or similar institution, which is supervised and examined by a State or Federal authority having supervision over any
such institutions or is a foreign savings and loan association or equivalent institution and (b) has an



 





 






2
Purchaser must own and/or invest on a discretionary basis at least $100,000,000 in securities unless Purchaser is a dealer,
and, in that case, Purchaser must own and/or invest on a discretionary basis at least $10,000,000 in securities.


 






     Annex-1-1


     


    

 


	 	 	audited
                                         net worth of at least $25,000,000 as demonstrated in its latest annual financial statements,
                                         a copy of which is attached hereto, as of a date not more than 16 months preceding the
                                         date of sale of the Transferred Certificate in the case of a U.S. savings and loan association,
                                         and not more than 18 months preceding such date of sale for a foreign savings and loan
                                         association or equivalent institution.



 


		___	Broker-dealer.
                                         The Purchaser is a dealer registered pursuant to Section 15 of the Securities Exchange
                                         Act of 1934, as amended.



 


		___	Insurance
                                         Company. The Purchaser is an insurance company whose primary and predominant business
                                         activity is the writing of insurance or the reinsuring of risks underwritten by insurance
                                         companies and which is subject to supervision by the insurance commissioner or a similar
                                         official or agency of a State, U.S. territory or the District of Columbia.



 


		___	State
                                         or Local Plan. The Purchaser is a plan established and maintained by a State, its
                                         political subdivisions, or any agency or instrumentality of the State or its political
                                         subdivisions, for the benefit of its employees.



 


		___	ERISA
                                         Plan. The Purchaser is an employee benefit plan within the meaning of Title I of
                                         the Employee Retirement Income Security Act of 1974, as amended.



 


		___	Investment
                                         Advisor. The Purchaser is an investment advisor registered under the Investment Advisers
                                         Act of 1940, as amended.



 


		___	Other.
                                         (Please supply a brief description of the entity and a cross-reference to the paragraph
                                         and subparagraph under subsection (a) (1) of Rule 144A pursuant to which it
                                         qualifies. Note that registered investment companies should complete Annex 2 rather
                                         than this Annex 1.)






	 	 	 
	 	 	 
	 	 	 






 


3.           The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser,
(ii) securities that are part of an unsold allotment to or subscription by the Purchaser, if the Purchaser is a dealer, (iii) bank
deposit notes and certificates of deposit, (iv) loan participations, (v) repurchase agreements, (vi) securities owned
but subject to a repurchase agreement and (vii) currency, interest rate and commodity swaps. For purposes of determining the aggregate
amount of securities owned and/or invested on a discretionary basis by the Purchaser, the Purchaser did not include any of the
securities referred to in this paragraph.


 






     Annex-1-2


     


    

 


4.       For
purposes of determining the aggregate amount of securities owned and/or invested on a discretionary basis by the Purchaser, the
Purchaser used the cost of such securities to the Purchaser, unless the Purchaser reports its securities holdings in its financial
statements on the basis of their market value, and no current information with respect to the cost of those securities has been
published, in which case the securities were valued at market. Further, in determining such aggregate amount, the Purchaser may
have included securities owned by subsidiaries of the Purchaser, but only if such subsidiaries are consolidated with the Purchaser
in its financial statements prepared in accordance with generally accepted accounting principles and if the investments of such
subsidiaries are managed under the Purchaser’s direction. However, such securities were not included if the Purchaser is
a majority-owned, consolidated subsidiary of another enterprise and the Purchaser is not itself a reporting company under the
Securities Exchange Act of 1934, as amended.


 


5.       The
Purchaser acknowledges that it is familiar with Rule 144A and understands that the Seller and other parties related to the Transferred
Certificates are relying and will continue to rely on the statements made herein because one or more sales to the Purchaser may
be in reliance on Rule 144A.


 


		Yes	 	No	 	Will
                                        the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s
                                        own account




 






6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the Purchaser
through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
Purchaser will notify each of the parties to which this certification is made of any changes in the information and conclusions
herein. Until such notice is given, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation
of this certification as of the date of such purchase. In addition, if the Purchaser is a bank or savings and loan as provided
above, the Purchaser agrees that it will furnish to such parties any updated annual financial statements that become available
on or before the date of such purchase, promptly after they become available.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued.


  


		 




		Print
                                         Name of Purchaser



 


	 	By: 	 





	 	Name: 	 





	 	Title: 	 


	 	Date:	 






  



     Annex-1-3


     


    




 





ANNEX
2



QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A


 


[for
Purchasers that are Registered Investment Companies]


 


The
undersigned hereby certifies as follows to Citigroup Commercial Mortgage Securities Inc. (the “Seller”) and
Citibank, N.A., as Certificate Registrar, with respect to the mortgage pass-through certificate being transferred (the “Transferred
Certificate”) as described in the Investment Representation Letter to which this certification relates and to which
this certification is an Annex:


 


1.       As
indicated below, the undersigned is the chief financial officer, a person fulfilling an equivalent function, or other executive
officer of the entity purchasing the Transferred Certificate (the “Purchaser”) or, if the Purchaser is a “qualified
institutional buyer” as that term is defined in Rule 144A under the Securities Act of 1933, as amended (“Rule 144A”)
because the Purchaser is part of a Family of Investment Companies (as defined below), is an executive officer of the investment
adviser (the “Adviser”).


 


2.       The
Purchaser is a “qualified institutional buyer” as defined in Rule 144A because (i) the Purchaser is an investment
company registered under the Investment Company Act of 1940, as amended, and (ii) as marked below, the Purchaser alone owned
and/or invested on a discretionary basis, or the Purchaser’s Family of Investment Companies owned, at least $100,000,000
in securities (other than the excluded securities referred to below) as of [specific date since the close of the Purchaser’s
most recent fiscal year][the end of the Purchaser’s most recent fiscal year]. For purposes of determining the amount of
securities owned by the Purchaser or the Purchaser’s Family of Investment Companies, the cost of such securities was used,
unless the Purchaser or any member of the Purchaser’s Family of Investment Companies, as the case may be, reports its securities
holdings in its financial statements on the basis of their market value, and no current information with respect to the cost of
those securities has been published, in which case the securities of such entity were valued at market.


 


		____	The
                                         Purchaser owned and/or invested on a discretionary basis $___________________ in securities
                                         (other than the excluded securities referred to below) as of the end of the Purchaser’s
                                         most recent fiscal year (such amount being calculated in accordance with Rule 144A).



 


		____	The
                                         Purchaser is part of a Family of Investment Companies which owned in the aggregate $______________
                                         in securities (other than the excluded securities referred to below) as of the end of
                                         the Purchaser’s most recent fiscal year (such amount being calculated in accordance
                                         with Rule 144A).



 


3.       The
term “Family of Investment Companies” as used herein means two or more registered investment companies (or series
thereof) that have the same investment adviser or investment advisers that are affiliated (by virtue of being majority owned subsidiaries
of the same parent or because one investment adviser is a majority owned subsidiary of the other).


 






     Annex-2-1


     


    

 


4.       The
term “securities” as used herein does not include (i) securities of issuers that are affiliated with the Purchaser
or are part of the Purchaser’s Family of Investment Companies, (ii) bank deposit notes and certificates of deposit,
(iii) loan participations, (iv) repurchase agreements, (v) securities owned but subject to a repurchase agreement
and (vi) currency, interest rate and commodity swaps. For purposes of determining the aggregate amount of securities owned
and/or invested on a discretionary basis by the Purchaser, or owned by the Purchaser’s Family of Investment Companies, the
securities referred to in this paragraph were excluded.


 


5.       The
Purchaser is familiar with Rule 144A and understands that the parties to which this certification is being made are relying
and will continue to rely on the statements made herein because one or more sales to the Purchaser will be in reliance on Rule 144A.


 


		Yes	 	No	 	Will
the Purchaser be purchasing the Transferred Certificate only for the Purchaser’s own account




 


6.       If
the answer to the foregoing question is “no”, then in each case where the Purchaser is purchasing for an account other
than its own, such account belongs to a third party that is itself a “qualified institutional buyer” within the meaning
of Rule 144A, and the “qualified institutional buyer” status of such third party has been established by the
Purchaser through one or more of the appropriate methods contemplated by Rule 144A.


 


7.       The
undersigned will notify the parties to which this certification is made of any changes in the information and conclusions herein.
Until such notice, the Purchaser’s purchase of the Transferred Certificate will constitute a reaffirmation of this certification
by the undersigned as of the date of such purchase.


 


8.       Capitalized
terms used but not defined herein have the respective meanings ascribed thereto in the Pooling and Servicing Agreement pursuant
to which the Transferred Certificate was issued.


 


		 




		Print Name of Purchaser or Adviser



 


	 	By: 	 





	 	Name: 	 





	 	Title: 	 



 


	 	IF
                                         AN ADVISER:
	 	 
		 



		Print Name of Purchaser
	 	 


	 	Date:	 






 



 






     Annex-2-2


     


    

 





EXHIBIT
L-5A


 


FORM
OF TRANSFEREE Certificate for Transfer of vrr INTEREST 


 


[Date]


 


 


 


	Citibank,
N.A., 

        as
        Certificate Registrar

         

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

	Citigroup
                                         Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson


        Telecopy
        number: (646) 328-2943


        E-mail:
        richard.simpson@citi.com




	 	 
	Citi
                                         Real Estate Funding Inc.


        388
        Greenwich Street, 6th Floor


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Telecopy
        number: (646) 328-2943


        E-mail:
        richard.simpson@citi.com



	Citigroup
                                         Commercial Mortgage Securities Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Telecopy
        number: (347) 394-0898


        E-mail:
        raul.d.orozco@citi.com




	 	 
	Citi
                                         Real Estate Funding Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Telecopy
        number: (347) 394-0898


        E-mail:
        raul.d.orozco@citi.com



	Citigroup
                                         Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        E-mail:
        ryan.m.oconnor@citi.com


	 	 
	Citi
                                         Real Estate Funding Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        E-mail:
        ryan.m.oconnor@citi.com

	 


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
                                         Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
                                         as Certificate Administrator, and Wilmington Trust, National Association, as Trustee



 






     L-5A-1


     


    

 





Ladies
and Gentlemen:


 


[_____]
(the “Purchaser”) hereby agrees with, and certifies, represents and warrants to, you, in your respective capacities
as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         Purchaser is acquiring from [__________] (the “Transferor”) $[_____]
                                         principal balance of the Class VRR Certificates (the “Transferred Interest”).



 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Purchaser expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of any ERISA Restricted Certificate constituting a portion of the Transferred
                                         Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied
                                         with respect to the acquisition of such ERISA Restricted Certificate and (b) the acquisition
                                         of such ERISA Restricted Certificate will be effected through Citigroup Global Markets
                                         Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities LLC, or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to, you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the VRR Interest Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for
                                         any person that is not a Majority-Owned Affiliate, and that for so long as it retains
                                         its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.



 


		C.	The
                                         Purchaser has executed and delivered a joinder agreement substantially in the form attached
                                         as Exhibit C to the Vertical Credit Risk Retention Agreement, dated and effective
                                         as of November 25, 2019 (the “Vertical Credit Risk Retention Agreement”),
                                         between Citi Real Estate Funding Inc., JPMorgan Chase Bank, National Association, Deutsche
                                         Bank AG, New York Branch, German American Capital Corporation and the Depositor,
                                         pursuant to which the Purchaser has agreed to be bound by the terms of the Vertical Credit
                                         Risk Retention Agreement to the same extent as if the Purchaser was the Transferor.



 






     L-5A-2


     


    

 


		D.	The
                                         Purchaser hereby makes each representation set forth in Section 4(b) of the Vertical
                                         Credit Risk Retention Agreement, other than the representations in Sections 4(b)(viii)
                                         and 4(b)(ix) [and except that it is a [_____], duly organized, validly existing and in
                                         good standing under the laws of [_____]].



 


		E.	The
                                         Purchaser consents to any additional restrictions or arrangements that shall be deemed
                                         necessary upon advice of counsel to constitute a reasonable arrangement to ensure that
                                         its ownership of the Transferred Interest will satisfy the risk retention requirements
                                         of the Transferor, in its capacity as [the retaining sponsor][an originator] under Regulation
                                         RR.



 


☐       The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur after the termination of the VRR Interest Transfer Restriction Period.


 


Capitalized
terms used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN
WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer
this ___day of _________, 20__.


 





	 	[PURCHASER]
	 	 	 
		By:	 
	 	 	Name:

                              Title:


 






     L-5A-3


     


    




 


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]3	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	[Medallion Stamp Guarantee]	 


 





	[GERMAN AMERICAN CAPITAL CORPORATION]4	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 





	CITIGROUP COMMERCIAL MORTGAGE SECURITIES
    INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 








 





 






3
Signature of Retaining Party is required if the Retaining Party is different than the transferor





4
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party



 






     L-5A-4


     


    

 


EXHIBIT
L-5B


 


FORM
OF TRANSFEREE Certificate for Transfer of HrR INTEREST 


 


[Date]





 


	Citibank,
                                         N.A.,


        as
Certificate Registrar 

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window



	Citigroup
                                         Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 6th Floor


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Telecopy
        number: (646) 328-2943


        E-mail:
        richard.simpson@citi.com




	 	 
	Citi
                                         Real Estate Funding Inc.


        388
        Greenwich Street, 6th Floor


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Telecopy
        number: (646) 328-2943


        E-mail:
        richard.simpson@citi.com



	Citigroup
                                         Commercial Mortgage Securities Inc.


        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco


        Telecopy
        number: (347) 394-0898


        E-mail:
        raul.d.orozco@citi.com




	 	 
	Citi
                                         Real Estate Funding Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Telecopy
        number: (347) 394-0898


        E-mail:
        raul.d.orozco@citi.com



	Citigroup
                                         Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        E-mail:
        ryan.m.oconnor@citi.com


	 	 
	Citi
                                         Real Estate Funding Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        E-mail:
        ryan.m.oconnor@citi.com

	 





 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15
                                         (the “Certificates”) issued pursuant to the Pooling and Servicing
                                         Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
                                         a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
                                         Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
                                         as Certificate Administrator, and Wilmington Trust, National Association, as Trustee



 






     L-5B-1


     


    

 


Ladies
and Gentlemen:


 


[_____]
(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”) Class
                                         G-RR and Class J-RR Certificates in the principal balances set forth below (collectively,
                                         the “Transferred Interest”):






	Class
    	Principal
    Balance
	Class
    G-RR	$
	Class
    J-RR	$


 


		2.	The
                                         Purchaser is aware that, following its acquisition of the Transferred Interest, the Certificate
                                         Registrar will not register any transfer of the Transferred Interest by the Purchaser
                                         unless the transferee, or such transferee’s agent, delivers to the Certificate
                                         Registrar, among other things, a certificate in substantially the same form as this certificate.
                                         The Purchaser expressly agrees that it will not consummate any such transfer if it knows
                                         or believes that any representation contained in such certificate is false.



 


		3.	If
                                         the Purchaser is an insurance company general account relying on PTCE 95-60 to cover
                                         its acquisition of the Transferred Interest, (a) all of the conditions of Parts I and
                                         III of PTCE 95-60 will be satisfied with respect to the acquisition of the Transferred
                                         Interest and (b) the acquisition of the Transferred Interest will be effected through
                                         Citigroup Global Markets Inc., Deutsche Bank Securities Inc. or J.P. Morgan Securities
                                         LLC, or an affiliate thereof.



 


		4.	Check
                                         one of the following:



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur during the HRR Interest Transfer Restriction Period and that:


 


		A.	The
                                         Purchaser is a “majority-owned affiliate”, as such term is defined in Regulation
                                         RR, of the Transferor (a “Majority-Owned Affiliate”).



 


		B.	The
                                         Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for
                                         any person that is not a Majority-Owned Affiliate, and that for so long as it retains
                                         its interest in the Transferred Interest, it will remain a Majority-Owned Affiliate.



 


		C.	[The
                                         Purchaser has executed and delivered a joinder agreement, dated as of the date of the
                                         transfer, substantially in the in the form attached as Exhibit A to the TPP Risk Retention
                                         Agreement, dated as of November 25, 2019 (the “TPP Risk Retention Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc.,
                                         and Eightfold Real Estate 



 






     L-5B-2


     


    

 


	 	 	Capital
                                         Fund V, L.P., pursuant to which the Purchaser has agreed to be bound by the terms of
                                         the TPP Risk Retention Agreement to the same extent as if the Purchaser was the Transferor
                                         itself.]



 


☐       The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar,
Retaining Sponsor and Depositor, that the transfer will occur after the termination of the HRR Interest Transfer Restriction Period.


 


☐       The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor
and Depositor, that the transfer will occur on or after the fifth anniversary of the Closing Date and that:


 


A.       [The
Purchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the TPP Retention Agreement, dated as
of November 25, 2019 (the “TPP Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities
Inc., Citi Real Estate Funding Inc., and Eightfold Real Estate Capital Fund V, L.P.]


 


B.       The
Purchaser has executed and delivered to the Retaining Sponsor a “Subsequent TPP Risk Retention Agreement” (as such
term is defined in the TPP Risk Retention Agreement) dated as of the date of the transfer, as required pursuant to Section 6(iv)
of the TPP Risk Retention Agreement.


 


C.       The
transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement, and the Purchaser has complied with all
the provisions, and has satisfied all the requirements, set forth in Section 6 of the TPP Risk Retention Agreement.


 


☐        The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the TPP Risk Retention Agreement or
a Subsequent TPP Risk Retention Agreement (as defined in the TPP Risk Retention Agreement), as applicable, or under the terms
of any joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention Agreement, as applicable.
Please provide additional information in the space below to explain:


 


	 
	 
	 
	 
	 
	 













 


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__.


 






     L-5B-3


     


    

 





	 	[PURCHASER]
	 	 	 
		By:	 
	 	 	Name:

                              Title:








 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:





 


	[APPLICABLE
RETAINING PARTY]	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 








	[CITI REAL ESTATE FUNDING INC.]5	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 


 






5
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 









     L-5B-4


     


    




 


EXHIBIT
L-6A


 


FORM
OF TRANSFEROR Certificate for Transfer of VRR INTEResT


 


[Date] 


 


	Citibank,
                                         N.A.,


        as
Certificate Registrar 

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

	Citigroup
                                         Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson


        Telecopy
        number: (646) 328-2943


        E-mail:
        richard.simpson@citi.com




	 	 
	Citi
                                         Real Estate Funding Inc.


        388
        Greenwich Street, 6th Floor


        New
        York, New York 10013


        Attention:
        Richard Simpson


        Telecopy
        number: (646) 328-2943


        E-mail:
        richard.simpson@citi.com



	Citigroup
                                         Commercial Mortgage Securities Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Telecopy
        number: (347) 394-0898


        E-mail:
        raul.d.orozco@citi.com




	 	 
	Citi
                                         Real Estate Funding Inc.


        390
        Greenwich Street, 5th Floor


        New
        York, New York 10013


        Attention:
        Raul Orozco


        Telecopy
        number: (347) 394-0898


        E-mail:
        raul.d.orozco@citi.com



	Citigroup
                                         Commercial Mortgage Securities Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        E-mail:
        ryan.m.oconnor@citi.com




	 	 
	Citi
                                         Real Estate Funding Inc.


        388
        Greenwich Street, 17th Floor


        New
        York, New York 10013


        Attention:
        Ryan M. O’Connor


        Telecopy
        number: (646) 862-8988


        E-mail:
        ryan.m.oconnor@citi.com

	 


 





		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15
                                         (the “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of $[_____] principal balance of the Class VRR Certificates (the “Transferred Interest”).


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup






     L-6A-1


     


    






 


Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         during the VRR Interest Transfer Restriction Period and that:



 


A.   
The transfer is in compliance with the Vertical Credit Risk Retention Agreement, between Citi Real Estate Funding Inc., JPMorgan
Chase Bank, National Association, Deutsche Bank AG, New York Branch, German American Capital Corporation and the Depositor,
dated and effective as of November 25, 2019 (the “Vertical Credit Risk Retention Agreement”).


 


B.    
The Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor.


 


C.    
The Transferor has complied in all material respects with all of the covenants in the Vertical Credit Risk Retention Agreement
during the period from the date of the Vertical Credit Risk Retention Agreement through and including the date of this transfer.


 


D.   
All of the representations and warranties made by the Transferor in the Vertical Credit Risk Retention Agreement are true and
correct as of the date of the transfer.


 


E.    
All of the requirements set forth in Section 3(c) of the Vertical Credit Risk Retention Agreement have been complied with through
and including the date of the transfer.


 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the VRR Interest Transfer Restriction Period.



 


		3.	The
Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling and
Servicing Agreement as Exhibit L-5A. The Transferor does not know or believe that any representation contained therein
is false.



 






     L-6A-2


     


    

 


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:


 






     L-6A-3


     


    

 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 





	[APPLICABLE RETAINING PARTY]6	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 








 


[Medallion
Stamp Guarantee]


 





	[CITI REAL ESTATE FUNDING INC.]7	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 





	CITIGROUP COMMERCIAL MORTGAGE SECURITIES
    INC.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 





 


 










6
Signature of Retaining Party is required if the Retaining Party is different than the transferor





7
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party



 






     L-6A-4


     


    




EXHIBIT
L-6B


 


FORM
OF TRANSFEROR Certificate for Transfer of HRR INTEREST


 


[Date]





 


	Citibank,
                                         N.A.,

                as Certificate Registrar

        

        480
        Washington Boulevard, 30th Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

        

        
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

        

        

        

	 	 
	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

        

        
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

        

        

        

	 	 
	Citi
                                         Real Estate Funding Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

        

         
	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        

	Citi
                                         Real Estate Funding Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
ryan.m.oconnor@citi.com
	 


 


 


		Re:	Benchmark
                                                                                                                                                                                                                                    2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 (the
                                                                                                                                                                                                                                    “Certificates”)



 


Ladies
and Gentlemen:


 


This
letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the
“Transferee”) of Class G-RR and Class J-RR Certificates in the principal balances set forth below (collectively,
the “Transferred Interest”):


 






     L-6B-1


     


    









 





	Class
    	Principal
    Balance
	Class
    G-RR	$
	Class
    J-RR	$


 


The
Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee. All capitalized terms used but not otherwise
defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies,
represents and warrants to you, in your respective capacities as Certificate Registrar, Retaining Sponsor and Depositor, that:


 


		1.	The
                                         transfer is in compliance with Sections 5.02 and 5.03 of the Pooling and Servicing Agreement.



 


		2.	Check
                                         one of the following:



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         during the HRR Interest Transfer Restriction Period and that:



 


		A.	The
Transferee is a “majority-owned affiliate”, as such term is defined in Regulation RR, of the Transferor.



 


		B.	The
transfer will be made in accordance with Section 5 of the TPP Risk Retention Agreement, dated as of November 25, 2019 (the “TPP
Risk Retention Agreement”), between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and
Eightfold Real Estate Capital Fund V, L.P., and all of the requirements set forth in Section 5 of the TPP Risk Retention Agreement
have been complied with through and including the date of the transfer.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         after the termination of the HRR Interest Transfer Restriction Period.



 


		☐	The
                                         Transferor certifies, represents and warrants to you, in your respective capacities as
                                         Certificate Registrar, Retaining Sponsor and Depositor, that the transfer will occur
                                         on or after the fifth anniversary of the Closing Date and that:



 


		A.	The transfer will be made in accordance with Section 6 of the TPP Risk Retention Agreement (the “TPP Risk Retention Agreement”), dated as of

                                                                                

                                                                                




 






     L-6B-2


     


    

 


	 	 	November 25, 2019, between Citigroup Commercial Mortgage Securities Inc., Citi Real Estate Funding Inc., and Eightfold Real Estate Capital Fund V, L.P., and all of the requirements set forth in Section 6 of the TPP Risk Retention Agreement have been complied with through and including the date of the transfer.



 


		☐	The
                                         Transferor is otherwise permitted to transfer the Transferred Interest under the terms
                                         of the TPP Risk Retention Agreement or a Subsequent TPP Risk Retention Agreement (as
                                         defined in the TPP Risk Retention Agreement), as applicable, or under the terms of any
                                         joinder agreement to the TPP Risk Retention Agreement or such Subsequent TPP Risk Retention
                                         Agreement, as applicable. Please provide additional information in the space below to
                                         explain:



 








	 	 
	 	 
	 	 
	 	 
	 	 
	 	 
	 	 



 


		3.	The
Transferor understands that the Transferee has delivered to you a Transferee Certificate in the form attached to the Pooling and
Servicing Agreement as Exhibit L-5B. The Transferor does not have knowledge, after reasonable due diligence, 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:
	 	 	 






 









     L-6B-3


     


    

 


 


The
foregoing certificate is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


 





	[APPLICABLE RETAINING PARTY]8	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


 





	

[CITI REAL ESTATE FUNDING INC.]9	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 





 






 


8
Signature of Retaining Party is required if the Retaining Party is different than the transferor


 


9
Signature of Retaining Sponsor is required if the Retaining Sponsor is different than the applicable Retaining Party


 













     L-6B-4


     


    







EXHIBIT
M-1A



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR PERSONS OTHER THAN THE CONTROLLING CLASS REPRESENTATIVE AND/OR CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


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

       as Master Servicer and Special Servicer

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        
	Wilmington
                                         Trust, National Association,

                as
Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B15

        

        Email:
cmbstrustee@wilmingtontrust.com

	 	 
	Citibank,
                                         N.A,

                                                as Certificate Administrator

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B15

        

        Email:
        ratingagencynotice@citi.com

        
	Park
                                         Bridge Lender Services LLC

                                                 as Operating Advisor and Asset Representations Reviewer

                                         600 Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2019-B15 Surveillance Manager

        

        (with
        a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com

        

	 	 
		


 





		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, as Special Servicer, Park Bridge Lender Services LLC,
as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”), the undersigned
hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Risk Retention Consultation Party][Serviced Companion Loan Holder][Companion Loan Holder Representative],
and is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 






     M-1A-1


     


    

 


2.       The
undersigned has received a copy of the Prospectus.10


 


3.       The
undersigned is not a Borrower Party.


 


4.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
[Master Servicer’s website][Certificate Administrator’s Website] and/or is requesting the information identified on
the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


6.       The
undersigned agrees that each time it accesses the [Master Servicer’s website][Certificate Administrator’s Website],
the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.


 


7.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 





 



 


10
Only required for a Certificateholder, a Certificate Owner, a Risk Retention Consultation Party or a prospective purchaser
of a Certificate (or an investment advisor or manager of the foregoing).


 










     M-1A-2


     


    




 





	 	[[Investment advisor or manager
    of a] [Certificateholder][Certificate Owner][Prospective Purchaser][Risk Retention Consultation Party][Serviced Companion
    Loan Holder][Companion Loan Holder Representative]



 





	 	By: 	 	 











	 	Name: 	 





	 	Title: 	 











	 	Company: 	 








	 	Phone: 	 


 












     M-1A-3


     


    

 


EXHIBIT
M-1B



FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER


 


[Date]


 


	

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

               as Master Servicer and Special Servicer

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
                                         Trust, National Association,

                as
Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B15

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
                                         N.A,

                                                as Certificate Administrator

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B15

        

        Email:
ratingagencynotice@citi.com
	Park
                                         Bridge Lender Services LLC

        

                 as
        Operating Advisor and Asset Representations Reviewer

        600 Third Avenue, 40th Floor

        

        New
        York, New York 10016

        Attention: Benchmark 2019-B15 Surveillance Manager

        

        (with
        a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

        



 


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is not a Borrower Party.


 






     M-1B-1


     


    

 


3.       The
undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the
Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


5.       At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned shall deliver the certification
attached as Exhibit M-1C to the Agreement and shall deliver to the applicable parties the notices attached as Exhibit M-1F and
Exhibit M-1G to the Agreement.








6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.





 


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.


 






     M-1B-2


     


    

 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 











	 	[The Controlling Class Representative][a
    Controlling Class Certificateholder]






 


	 	By: 	 	 





	 	Name: 	 











	 	Title: 	 








	 	Company: 	 


 









     M-1B-3


     


    

 





EXHIBIT
M-1C



FORM OF INVESTOR CERTIFICATION FOR BORROWER PARTY

(FOR THE CONTROLLING CLASS REPRESENTATIVE AND/OR A CONTROLLING CLASS CERTIFICATEHOLDER)


 


[Date]


 


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

         as Master Servicer and Special Servicer

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
                                         Trust, National Association,

                as
Trustee

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B15

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	 	 
	Citibank,
                                         N.A,

                                                 as Certificate Administrator

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B15

        

        Email:
        ratingagencynotice@citi.com

        
	Park
                                         Bridge Lender Services LLC

                                                as Operating Advisor and Asset Representations Reviewer

                                         600 Third Avenue, 40th Floor

        

        New
        York, New York 10016

        Attention: Benchmark 2019-B15 Surveillance Manager

         

        

        (with
        a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

        



 





		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder].


 


2.       The
undersigned is a Borrower Party with respect to the following Mortgage Loans (the “Excluded Controlling Class Mortgage
Loans”):


 


	Mortgage
    Loan Number	Loan
    Name	Borrower
    Name



 






     M-1C-1


     


    

 


	 	 	 
	 	 	 
	 	 	 


 


3.       Except
with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.       The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using, and shall not access, review
or use, Excluded Information (as defined in the Agreement) relating to the Excluded Controlling Class Mortgage Loans to the extent
the undersigned receives access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives
access to such Excluded Information in connection with its duties, or exercise of its rights pursuant to the Agreement.


 


5.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


6.       To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly provide
such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees or personnel
of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party or the related
Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in any
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above.


 






     M-1C-2


     


    

 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 





	 	[The Controlling Class Representative]
    [a Controlling Class Certificateholder]



 





	 	By: 	 	 





	 	Name: 	 





	 	Title: 	 








	 	Company: 	 








 



     M-1C-3


     


    




 


EXHIBIT
M-1D


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for Persons other than the CONTROLLING CLASS REPRESENTATIVE 

AND/OR a Controlling Class
Certificateholder, A RISK RETENTION

 CONSULTATION PARTY OR A HOLDER OF CLASS VRR CERTIFICATE(S))


 


[Date]


 


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

                                                                                                        as
Master Servicer and Special Servicer

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association,

        as
Trustee

        1100
North Market Street

        Wilmington,
Delaware 19890

        Attention:
CMBS Trustee – Benchmark 2019-B15

        Email:
cmbstrustee@wilmingtontrust.com

	 	 
	Citibank,
        N.A,

                                                                                            as
Certificate Administrator

        388
Greenwich Street

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B15

        Email:
        ratingagencynotice@citi.com

         
	Park
Bridge Lender Services LLC

                                                                                            as Operating Advisor and Asset

                                                                                            Representations Reviewer

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2019-B15 Surveillance Manager

                                                                                             

        (with
a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)

	 	 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is [the][a] [[investment advisor or manager of a][Certificateholder][Certificate Owner][prospective purchaser] of
the Class ___ Certificates][Serviced Companion Loan Holder][Companion Loan Holder Representative].


 


2.       The
undersigned is neither the Controlling Class Representative nor a Controlling Class Certificateholder.


 






    M-1D-1


     


    

 


3.       The
undersigned is not a Risk Retention Consultation Party and is not a Holder of any Class VRR Certificate.


 


4.       The
undersigned has received a copy of the Prospectus.11


 


5.       The
undersigned is a Borrower Party.


 


6.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


7.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


8.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


9.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 





 



 


11
Only required for a Certificateholder, a Certificate Owner or a prospective purchaser of a Certificate (or an investment
advisor or manager of the foregoing).


 






    M-1D-2


     


    

 


10.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. 


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 







	 	[[Investment advisor or manager
    of a]
	 		[Certificateholder][Certificate
    

Owner] [Prospective Purchaser]] 

[Serviced Companion Loan Holder][Companion 

Loan Holder Representative]



  


		By:	  



 


		Name:	 



 


		Title:	 



 


		Company:	 



 


		Phone:	 



 




    M-1D-3


     


    

 


EXHIBIT
M-1E


 


FORM
OF INVESTOR CERTIFICATION for Borrower PartY

(for A Risk Retention Consultation Party OR a Holder of Class 

VRR Certificate(S))


 


[Date]


 


	

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

        as
Master Servicer and Special Servicer

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association, 

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B15 

        Email:
cmbstrustee@wilmingtontrust.com 

	 	 
	Citibank,
        N.A,

                                                                                            as
Certificate Administrator

        388
Greenwich Street

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B15

         

        Email:
        ratingagencynotice@citi.com

         
	Park
        Bridge Lender Services LLC

                                                                                            as Operating Advisor and Asset

                                                                                            Representations Reviewer

                                                                                            600
Third Avenue, 40th Floor

        New
        York, New York 14228

        Attention: Benchmark 2019-B15 Surveillance Manager

         

        (with
a copy sent via email to: cmbs.notices@parkbridgefinancial.com)

	 	 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 



 


In
accordance with the requirements for obtaining certain information under the Pooling and Servicing Agreement, dated as of December
1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan
Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National
Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank,
N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is a Risk Retention Consultation Party or a Holder of the Class VRR Certificates.


 


2.       The
undersigned has received a copy of the Prospectus.


 


3.       The
undersigned is a Borrower Party.


 






    M-1E-1


     


    

 


4.       The
undersigned is requesting access pursuant to the Agreement to the Distribution Date Statement (the “Information”)
on the Certificate Administrator’s Website.


 


In
consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information
confidential (except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing
the related Certificates or the related Companion Loan (as and if applicable), from its accountants and attorneys, and otherwise
from such governmental or banking authorities or agencies to which the undersigned is subject and, if they execute and deliver
a certification substantially similar to this, except from holders, beneficial owners and prospective purchasers of any related
Companion Loan Securities (if applicable)), and such Information will not, without the prior written consent of the Trustee, be
otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively,
the “Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.       To
the extent undersigned receives access pursuant to the Agreement to any information relating to an Excluded RRCP Mortgage Loan
(or a Mortgage Loan with respect to which the undersigned is otherwise a Borrower Party) and/or the related Mortgaged Property
(which shall include any Major Decision Reporting Package, Asset Status Reports, Final Asset Status Reports (or summaries thereof),
inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Mortgage Loan Special
Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special
Servicer’s net present value determination, Collateral Deficiency Amount determination or any Appraisal Reduction Amount
calculations, and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting
any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information
with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level), whether on the
Certificate Administrator’s Website or otherwise, the undersigned hereby agrees that it (i) will not provide any such
information to (A) any related Borrower Party, (B) any employees or personnel of the undersigned or any of its Affiliates involved
in the management of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge,
any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and (ii) will maintain sufficient
internal controls and appropriate policies and procedures in place in order to comply with the limitations described in clause
(i) above. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package
(CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any such Excluded Mortgage
Loan) shall be considered information that is aggregated with information of other Mortgage Loans at a pool level.


 






    M-1E-2


     


    

 


6.       The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


7.       The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


9.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement. 


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 






	 	[Risk
Retention Consultation Party][Holder of Class VRR Certificate(s)]



  


		By:	  



 


		Name:	 



 


		Title:	 



 


		Company:	 



 


		Phone:	 


 





    M-1E-3


     


    

 


EXHIBIT
M-1F


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER


 


[Date]


 


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

                                                                                                        as
Master Servicer and Special Servicer 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
Executive Vice President – Division Head 
	Wilmington
Trust, National Association,

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B15 

        Email:
cmbstrustee@wilmingtontrust.com 

	 	 
	Citibank,
        N.A,

                                                                                            as
Certificate Administrator 

        388
Greenwich Street 

        New
        York, New York 10013

        Attention:
Global Transaction Services – Benchmark 2019-B15 

        Email:
        ratingagencynotice@citi.com

         
	Park
Bridge Lender Services LLC

                                                                                            as Operating Advisor and Asset

                                                                                            Representations Reviewer

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: Benchmark 2019-B15 Surveillance Manager

                                                                                             

        (with
a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com) 

	 	 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


THIS
NOTICE IDENTIFIES AN “EXCLUDED CONTROLLING CLASS MORTGAGE LOAN” RELATING TO THE
Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15, REQUIRING ACTION BY
YOU AS THE RECIPIENT PURSUANT TO SECTION 4.02(A) OF THE POOLING AND SERVICING AGREEMENT.


 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.                 
The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 






    M-1F-1


     


    

 


2.                 
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)] (“Excluded
Controlling Class Mortgage Loans”):


 


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.                 
As of the date above, the undersigned is the beneficial owner of the following Certificates, and is providing the below information
to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among other things,
the Certificate Administrator’s determination as to whether a Consultation Termination Event 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 M-1G to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information related to the Excluded Controlling Class Mortgage Loans
and made available on the Certificate Administrator’s Website or otherwise pursuant to the Agreement unless and until it
(i) is no longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loans, (ii) has
delivered notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted a new Investor
Certification in accordance with Section 4.02(a) of the Agreement.


 


5.                 
The undersigned agrees to indemnify and hold harmless each party to the Agreement, the Underwriters, the Initial Purchasers and
the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost of enforcing this indemnity)
arising out of or resulting from any unauthorized access by the undersigned or any agent, employee, representative or person acting
on its behalf of any Excluded Information relating to the Excluded Controlling Class Mortgage Loans listed in Paragraph 2 above.


 






    M-1F-2


     


    

 


6.                 
The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to
have recertified that the representations and covenants contained herein remain true and correct.


 


7.                 
Except with respect to the Excluded Controlling Class Mortgage Loans, the undersigned is requesting access pursuant to the Agreement
to certain information (the “Information”) on the Certificate Administrator’s Website. In consideration
of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with its holding or purchasing the
related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Information will not, without the prior written consent of the Trustee, be otherwise
disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the
“Representatives”) in any manner whatsoever, in whole or in part, unless required to do so by law. The undersigned
will not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act
of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require
registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


8.                 
To the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or
otherwise receives access to such Excluded Information, the undersigned hereby agrees that it (i) will not directly or indirectly
provide such Excluded Information to (A) any related Borrower Party, (B) any Excluded Controlling Class Holder, (C) any employees
or personnel of the undersigned, (D) any Affiliate involved in the management of any investment in any related Borrower Party
or the related Mortgaged Property or (E) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership
interest in any related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures
in place in order to comply with the obligations described in clause (i) above.


 


9.                 
The undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with
the notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 






    M-1F-3


     


    

 





	 	[Controlling Class Representative]
     [a Controlling Class Certificateholder]



 


	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 




    M-1F-4


     


    

 


EXHIBIT
M-1G


 


FORM
OF NOTICE OF EXCLUDED CONTROLLING CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	Via:
Email

Citibank, N.A.

        388
Greenwich Street

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B15 

        Email:
ratingagencynotice@citi.com 
	 


  


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage

                                         Pass-Through Certificates, Series 2019-B15



 


In
accordance with Section 4.02(a) of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.                 
The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] as of the date hereof.


 


2.                 
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)] (“Excluded
Controlling Class Mortgage Loans”):


  


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 
	 	 	 


 


3.                 
The following CitiDirect Login USER IDs are affiliated with the undersigned and access to any information on the Certificate Administrator’s
Website with


 






    M-1G-1


     


    

 


respect to the Benchmark 2019-B15 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 Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no
longer an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Mortgage Loan(s), (ii) has delivered
notice of the termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification
in the form of Exhibit M-1B to the Pooling and Servicing Agreement.


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Agreement.


 


IN
WITNESS WHEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused,
its name to be signed hereto by its duly authorized signatory, as of the day and year written above.


 





	 	[Controlling
Class Representative][a Controlling Class Certificateholder]


  





	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	Phone:
	 	 	Email:
	 	 	Address:


 





	Dated:	 	 



 

cc:
Citigroup Commercial Mortgage Securities Inc.


 






    M-1G-2


     


    

 


The
undersigned hereby acknowledges that

access to CitiDirect has been revoked for

the users listed in Paragraph 3.


 


Citibank,
N.A.,


Certificate
Administrator


 


	 	 
	 	 








Name:

Title:


 




    M-1G-3


     


    

 


EXHIBIT
M-1H


 


Form
of Certification of the Controlling Class Representative


 


	

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

        as
Master Servicer and Special Servicer

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head
	Wilmington
Trust, National Association,

        as
Trustee

        1100
North Market Street

        Wilmington,
Delaware 19890

        Attention:
CMBS Trustee – Benchmark 2019-B15

        Email:
cmbstrustee@wilmingtontrust.com

	 	 
	Citibank,
N.A,

as Certificate Administrator

        388
Greenwich Street

        New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B15

        Email:
ratingagencynotice@citi.com
	Park
Bridge Lender Services LLC

                                                                                            as Operating Advisor and Asset

                                                                                            Representations Reviewer

600 Third Avenue, 40th

New York, New York 10016

Attention: Benchmark 2019-B15 Surveillance Manager 

                                                                                             

        (with
a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com)



  


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 



 


In
accordance with Section 6.09(d) of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Agreement”),
between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender
Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington
Trust, National Association, as Trustee, with respect to the above-referenced certificates (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned has been appointed to act as the [Controlling Class Representative].


 


2.       The
undersigned is not a Borrower Party.


 


3.       If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan, the undersigned agrees to and shall deliver the certification
attached as Exhibit M-1C to the Pooling and Servicing Agreement and shall deliver to the applicable parties the notices attached
as Exhibit M-1F and Exhibit M-1G to the Pooling and Servicing Agreement.


 






    M-1H-1


     


    

 


4.       The
undersigned hereby certifies that an executed copy of this certification has been delivered to the Certificate Administrator (which
party is required to forward this notice to each of the other addressees listed above pursuant to Section 6.09(d) of the
Pooling and Servicing Agreement) in accordance with the notice provisions of the Pooling and Servicing Agreement (a) by overnight
courier, (b) mailed by registered mail, postage prepaid, or (c) if the electronic mail address of the Certificate Administrator
is specified in the notice provisions of the Pooling and Servicing Agreement, by electronic mail.


 


5.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


 


[INSERT
ADDRESS]


 


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 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.


 







	 	[The Controlling Class Representative]



  


	 	By:	 
			
                                         Title:

                                         Company:

                                         Phone:



  




    M-1H-2


     


    

 


EXHIBIT
M-1I


 


Form
of Certification of A Risk Retention Consultation Party


 


	

        

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

        as
Master Servicer and Special Servicer 

        10851
Mastin Street, Suite 700 

        Overland
Park, Kansas 66210 

        Attention:
        Executive Vice President – Division Head

         
	Wilmington
Trust, National Association,

        as
Trustee 

        1100
North Market Street 

        Wilmington,
Delaware 19890 

        Attention:
CMBS Trustee – Benchmark 2019-B15 

        Email:
cmbstrustee@wilmingtontrust.com 

	 	 
	Citibank,
        N.A,

                                                                                            as
Certificate Administrator

        388
Greenwich Street

        New
        York, New York 10013

        Attention:
Global Transaction Services – Benchmark 2019-B15 

        Email:
ratingagencynotice@citi.com 
	Park
        Bridge Lender Services LLC

                                                                                            as Operating Advisor and Asset

                                                                                            Representations Reviewer

        600 Third Avenue, 40th Floor

        New York, New York 10016

        Attention: Benchmark 2019-B15 Surveillance Manager

         

        with
a copy sent contemporaneously via email to: cmbs.notices@parkbridgefinancial.com) 

	 	 
	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street, 5th Floor

        New
York, New York 10013

        Attention:
Raul Orozco

        Telecopy
number: (347) 394-0898

        E-mail:
raul.d.orozco@citi.com
	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson

        Telecopy
number: (646) 328-2943

        E-mail:
richard.simpson@citi.com

	 	 
	 	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 17th Floor

        New
York, New York 10013

        Attention:
Ryan M. O’Connor

        Telecopy
number: (646) 862-8988

        E-mail:
ryan.m.oconnor@citi.com 



  


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


In
accordance with Section 6.09(i) of, and the definition of “Risk Retention Consultation Party” in, the Pooling and
Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 






    M-1I-1


     


    

 


1.       The
undersigned has been appointed to act as the [VRR1][VRR2][VRR3] Risk Retention Consultation Party.


 


2.       The
undersigned’s address for the purposes of Section 12.04 of the Pooling and Servicing Agreement is as follows:


 


[INSERT
ADDRESS OF RISK RETENTION CONSULTATION PARTY]


 


3.       The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by
its duly authorized signatory, as of the date certified.


 





	 	[RISK
                                         RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
			Name:
	 	 	Title:


 



	Dated:	 	 








 





EXHIBIT
M-2A


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS FOR NON-BORROWER PARTY


 


[Date]


 


Citibank,
N.A., 


as
Certificate Administrator 


388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B15


 






    M-1I-2


     


    

 


		Attention:	Benchmark
2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.            The
undersigned has received a copy of the Prospectus.


 


3.            The
undersigned is not a Borrower Party.


 


4.            The
undersigned is permitted and intends to exercise Voting Rights under the Agreement and certifies that (please check one of the
following):


 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned
                                         is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
                                         in the Agreement by reason of acting in such capacity.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator,
                                         the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller,
                                         and the undersigned is not prohibited from such exercise of Voting Rights based on the
                                         definition of “Certificateholder” in the Agreement by reason of its Affiliate
                                         acting in such capacity.



 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of
                                         any of the foregoing.



 


5.            The
undersigned shall be fully liable for any breach of this agreement by itself or any of its officers, directors, partners, employees,
agents or representatives (collectively, the “Representatives”) and shall indemnify the Depositor, the Operating
Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master Servicer, the


 



    M-2A-3


     


    

 


Special Servicer
and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any
of its Representatives.


 


6.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the day and year written above. 


 






	 	[Certificateholder]
[Certificate Owner]



  


		By:	  



 


		Name:	  



 


		Title:	  



 


		Company:	  



 


		Phone:	  


 


    M-2A-4


     


    

 


EXHIBIT
M-2B


 


FORM
OF INVESTOR CERTIFICATION FOR EXERCISING VOTING RIGHTS FOR BORROWER PARTY 


 


[Date] 


 


Citibank,
N.A.,


as
Certificate Administrator


388
Greenwich Street


New
York, New York 10013

Attention: Global Transaction Services – Benchmark
2019-B15


 


		Attention:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


In
accordance with the requirements for the exercise of Voting Rights pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2019 (the “Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank,
National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, with respect to the above-referenced
certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned is a [Certificateholder][Certificate Owner] of Class ___ Certificates [with an aggregate [principal balance][notional
amount] of $[________]][representing a [__]% Percentage Interest in the applicable Class].


 


2.            The
undersigned has received a copy of the Prospectus.


 


3.            The
undersigned is a Borrower Party.


 


4.            Check
one of the following:


 


☐       The
undersigned is not the Controlling Class Representative, a Controlling Class Certificateholder.


 


☐       The
undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder]. The undersigned is an Excluded
Controlling Class Holder with respect to the following [Mortgage Loan(s)][and][Loan Combination(s)] (“Excluded Controlling
Class Mortgage Loans”):


 






    M-2B-1


     


    

 


	Loan
    Number	Loan
    Name	Borrower
    Name
	 	 	 
	 	 	 


 


 


5.            The
undersigned is permitted and intends to exercise Voting Rights under the Agreement and certifies that (please check all that apply):


 


		___	Such
                                         exercise of Voting Rights does not involve giving any consent, approval or waiver or
                                         taking any other action with respect to any Mortgage Loan as to which the undersigned
                                         is a Borrower Party.



 


		___	The
                                         undersigned is not the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer, a Mortgage Loan Seller or an Affiliate of
                                         any of the foregoing.



 


		___	The
                                         undersigned is the Depositor, the Master Servicer, the Special Servicer, an Excluded
                                         Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator, the Operating
                                         Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller, and the undersigned
                                         is not prohibited from such exercise of Voting Rights based on the definition of “Certificateholder”
                                         in the Agreement by reason of acting in such capacity.



 


		___	The
                                         undersigned is an Affiliate of the Depositor, the Master Servicer, the Special Servicer,
                                         an Excluded Mortgage Loan Special Servicer, the Trustee, the Certificate Administrator,
                                         the Operating Advisor, the Asset Representations Reviewer or a Mortgage Loan Seller,
                                         and the undersigned is not prohibited from such exercise of Voting Rights based on the
                                         definition of “Certificateholder” in the Agreement by reason of its Affiliate
                                         acting in such capacity.



 


		6.	The
                                         undersigned shall be fully liable for any breach of this agreement by itself or any of
                                         its officers, directors, partners, employees, agents or representatives (collectively,
                                         the “Representatives”) and shall indemnify the Depositor, the Operating
                                         Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee,
                                         the Master Servicer, the Special Servicer and the Trust Fund for any loss, liability
                                         or expense incurred thereby with respect to any such breach by the undersigned or any
                                         of its Representatives.



 


7.            Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 






    M-2B-2


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the day and year written above.


 






	 	[Certificateholder]
[Certificate Owner]



  


		By:	  



 


		Name:	 



 


		Title:	 



 


		Company:	 



 


		Phone:	 




 


    M-2B-3


     


    

 


EXHIBIT
M-3


 


FORM
OF ONLINE VENDOR CERTIFICATION


 


This
Certification has been prepared for provision of information to the market data providers listed in Paragraph 1 below pursuant
to the direction of the Depositor. If you represent a Vendor Provider not listed herein and would like access to the information,
please contact [the Certificate Administrator’s customer service desk at [1-888-855-9695]]


 


In
connection with the Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.       The
undersigned is an employee or agent of Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management Inc.,
CMBS.com, Inc., Moody’s Analytics, Markit Group Limited, RealINSIGHT or a market data provider that has been given access
to the Distribution Date Statements, CREFC reports and supplemental notices on https://sf.citidirect.com (“CitiDirect”)
by request of the Depositor.


 


2.       The
undersigned agrees that each time it accesses CitiDirect, the undersigned is deemed to have recertified that the representation
above remains true and correct.


 


3.       The
undersigned acknowledges and agrees that the provision to it of information and/or reports on CitiDirect is for its own use only,
and agrees that it will not disseminate or otherwise make such information available to any other person without the written consent
of the Depositor, and any confidentiality agreement applicable to the undersigned with respect to information obtained from the
Rule 17g-5 Information Provider’s Website shall also be applicable to information obtained from CitiDirect.


 


4.       Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement,
dated as of December 1, 2019, between Citigroup Commercial Mortgage Securities Inc., as depositor (the “Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 






    M-3-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be
signed hereto by its duly authorized signatory, as of the date certified. 


 






	 	[                           ]



  


		By:	  



 


		Name:	  



 


		Title:	  



 


		Company:	  



 


		Phone:	  


 





    M-3-2


     


    

 


EXHIBIT
M-4



FORM OF CONFIDENTIALITY AGREEMENT


 


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

                                                                                                        as
Master Servicer and Special Servicer

        10851
Mastin Street, Suite 700

        Overland
Park, Kansas 66210

        Attention:
Executive Vice President – Division Head

         
	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 6th Floor

New York, New York 10013

Attention: Richard Simpson 

        Telecopy
number: (646) 328-2943 

        E-mail:
richard.simpson@citi.com

	 	 
	Wilmington
Trust, National Association,

        as
Trustee

        1100
North Market Street

        Wilmington,
Delaware 19890

        Attention:
CMBS Trustee – Benchmark 2019-B15

        Email:
cmbstrustee@wilmingtontrust.com
	Citigroup
Commercial Mortgage Securities Inc.

        390
Greenwich Street, 5th Floor 

        New
York, New York 10013 

        Attention:
Raul Orozco 

        Telecopy
number: (347) 394-0898 

        E-mail:
raul.d.orozco@citi.com

	 	 
	 	Citigroup
Commercial Mortgage Securities Inc.

        388
Greenwich Street, 17th Floor

        New
York, New York 10013

        Attention:
Ryan M. O’Connor

        Telecopy
number: (646) 862-8988

        E-mail:
ryan.m.oconnor@citi.com



  


		Re:	Benchmark
2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


Ladies
and Gentlemen:


 


In
connection with the Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 (the “Certificates”),
we acknowledge that we will be furnished by Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer
and as Special Servicer (and may have been previously furnished) with certain information (the “Information”).
For the purposes of this letter agreement (this “Agreement”), “Representative” of a Person
refers to such Person’s directors, officers, employees, and agents; and “Person” refers to any individual,
group or entity.


 


In
connection with and in consideration of our being provided with Information, we hereby acknowledge and agree that we are requesting
and will use the Information solely for


 



    M-4-1


     


    

 


purposes of making investment decisions and/or exercising the rights of the applicable
[Directing Holder][Consulting Party] with respect to the [above-referenced Certificates and the related Mortgage Loans] [[NAME
OF SERVICED LOAN COMBINATION] Loan Combination] and will not disclose such Information to any Person other than (i) our Representatives,
(ii) our auditors and regulators and (iii) any Person contemplating the purchase of [any Certificate][the [NAME OF SERVICED
COMPANION LOAN] Companion Loan] held by the undersigned or of an interest therein (or such outside Persons as are assisting it
in making an evaluation in connection with purchasing the [related Certificates][the [NAME OF SERVICED COMPANION LOAN] Companion
Loan] (but only if such Persons confirm in writing such contemplation of a prospective ownership interest and agree in writing
to keep such Information confidential)), (iv) our accountants and attorneys, and (v) such governmental or banking authorities
or agencies to which the undersigned is subject; and such Information will not, without the prior written consent of the Master
Servicer or the Special Servicer, as applicable, and the Trustee, be otherwise disclosed by the undersigned or by its Representatives
in any manner whatsoever, in whole or in part, unless required to do so by law.


 


The
undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify
the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such
breach by the undersigned or any of its Representatives.


 


This
Agreement shall not apply to any of the Information which: (i) is or becomes generally available and known to the public
other than as a result of a disclosure directly or indirectly by us or any of our Representatives; (ii) becomes lawfully
available to us on a non-confidential basis from a source other than you or one of your Representatives, which source is not bound
by a contractual or other obligation of confidentiality to any Person; or (iii) was lawfully known to us on a non-confidential
basis prior to its disclosure to us by you.


 


Capitalized
terms used but not defined herein shall have the meanings assigned thereto in that certain Pooling and Servicing Agreement, dated
as of December 1, 2019, between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as
Certificate Administrator, and Wilmington Trust, National Association, as Trustee.


 






    M-4-2


     


    

 


This
Agreement, when signed by us, will constitute our agreement with respect to the subject matter contained herein.


 






	 	Very
truly yours,
	 	 
	 	[NAME
OF ENTITY]



  


		By:	   






		Name:	   






		Title:	  






		Company:	  






		Phone:	  


 

		cc:	Citigroup
                                         Commercial Mortgage Securities Inc.

                                         [Trustee]



 




    M-4-3


     


    

 


EXHIBIT
M-5


 


FORM
OF NRSRO CERTIFICATION


 


Citibank,
N.A.,


as
Certificate Administrator


388
Greenwich Street


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B15


 


		Re:	Benchmark
2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 



 


Ladies
and Gentlemen:


 


In
accordance with the requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of
December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services,
a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset
Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee,
with respect to the Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 (the “Certificates”),
the undersigned hereby certifies and agrees as follows:


 


1.            The
undersigned, a nationally recognized statistical rating organization (“NRSRO”) within the meaning of Section
3(a)(62) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”);


 


(a)               
has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


 


(b)              
is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Rule 17g-5 Information Provider’s Website pursuant to the provisions of the Pooling and Servicing Agreement, and
in consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned will keep the
Information confidential (except to the extent such information has been made available to the general public), and such Information
will not, without the prior written consent of the Certificate Administrator, be otherwise disclosed by the undersigned or by
its officers, directors, partners, employees, agents, or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 






    M-5-1


     


    

 


2.            The
undersigned agrees that each time it accesses the Rule 17g-5 Information Provider’s Website, it is deemed to have recertified
that the representations herein contained remain true and correct.


 


Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused, its name to be signed hereto by its duly authorized signatory, as of the day and year first written above.


 





	 	Very truly yours,
	 	 
	 	[NRSRO Name]
	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	Phone:
	 	Email:



 

Dated: 


 




    M-5-2


     


    

 


EXHIBIT
N


 


CUSTODIAN
CERTIFICATION


 


[DATE]


 


[All
Parties to Pooling and Servicing Agreement]

[Applicable Mortgage Loan Seller]

[Each Underwriter]

[Each Initial Purchaser]





[The
related Serviced Companion Loan Holder (upon request, in the case of a Serviced Loan Combination)]


 


		Re:	Pooling
                                         and Servicing Agreement (“Pooling and Servicing Agreement”) relating
                                         to Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B15 



 


Ladies
and Gentlemen:


 


In
accordance with the provisions of Section 2.02(b) of the Pooling and Servicing Agreement, the undersigned hereby certifies
that, with respect to each Mortgage Loan, and subject to the exceptions noted in the schedule of exceptions attached hereto, (i) all
documents specified in clauses (a), (b), (c) and (d) (other than with respect to an Outside Serviced
Mortgage Loan), (e), (f) (provided that the undersigned has been notified of any related modification), (g),
(o) and (t) (for any Mortgage Loan that is part of a Loan Combination) of the definition of “Mortgage File”
are in its possession; (ii) the recordation/filing contemplated by Section 2.01(c) of the Pooling and Servicing
Agreement has been completed (based solely on receipt by the undersigned of the particular recorded/filed documents); (iii) all
documents received by the undersigned with respect to such Mortgage Loan have been reviewed by the undersigned and (A) appear
regular on their face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Mortgagor),
(B) appear to have been executed (where appropriate) and (C) purport to relate to such Mortgage Loan; and (iv) based
on the examinations referred to in Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement and
only as to the foregoing documents (together with any Loan Agreement that has been delivered by the related Mortgage Loan Seller),
the information set forth in the Mortgage Loan Schedule with respect to the items specified in clauses (iv) and (v)(B) of
the definition of “Mortgage Loan Schedule” accurately reflects the information set forth in the Mortgage File.


 


The
undersigned makes no representations as to: (i) the validity, legality, sufficiency, enforceability or genuineness of any such
documents contained in each Mortgage File or any of the Mortgage Loans identified in the Mortgage Loan Schedule, or (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan.


 






    N-1


     


    

 


The
scope of the Custodian’s review of the Mortgage Files is limited solely to confirming that certain documents in Mortgage
Files have been received and appear regular on their face and to confirm certain other information as set forth in Section
2.02 of the Pooling and Servicing Agreement.  The Custodian’s review of the Mortgage Files and any certification
with respect thereto is not intended to and shall not be deemed to constitute “due diligence services” or a “third
party due diligence report” as such terms are defined in Rules 17g-10 and 15Ga-2, respectively, under the Exchange Act. 
Any recipient of the Custodian’s certification or a copy thereof by its receipt thereof is deemed to agree that it shall
not share such certification with any rating agency or any party not addressed on such certification.


 


Capitalized
words and phrases used herein and not otherwise defined herein shall have the respective meanings assigned to them in the Pooling
and Servicing Agreement. This Certificate is subject in all respects to the terms of the Pooling and Servicing Agreement.


 





	 	Citibank,
    N.A., as Custodian
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    N-2


     


    

 


SCHEDULE
OF EXCEPTIONS


 


[          ]


 




    N-3


     


    

 


EXHIBIT
O


 


SERVICING
CRITERIA TO BE ADDRESSED IN ASSESSMENT OF COMPLIANCE


 


The
assessment of compliance to be delivered by the referenced party shall address, at a minimum, the criteria identified below as
“Applicable Servicing Criteria” applicable to such party, as such criteria may be updated or limited by the Commission
or its staff (including, without limitation, not requiring the delivery of certain of the items set forth on this Exhibit based
on interpretive guidance provided by the Commission or its staff relating to Item 1122 of Regulation AB). For the avoidance of
doubt, for purposes of this Exhibit O, other than with respect to Item 1122(d)(2)(iii), references to Master Servicer and Special
Servicer below shall include any Sub-Servicer engaged by the Master Servicer or Special Servicer, as applicable.


 


	applicable
    Servicing Criteria 	applicable
    

    party
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	Master
Servicer

Special Servicer

        Certificate
Administrator

         

	1122(d)(1)(ii)	If
    any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third
    party’s performance and compliance with such servicing activities.	Master
Servicer

Special Servicer

        Certificate
Administrator

         

	1122(d)(1)(iii)	Any
    requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A
    fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout
    the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master
    Servicer

    Special Servicer

    Custodian (in the case of the Custodian, if such entity is not also the Certificate Administrator)
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master
Servicer

        Special
Servicer

        Certificate
Administrator

         

	 	Cash
    Collection and Administration	 
	1122(d)(2)(i)	Payments
    on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than
    two business days following receipt, or such other number of days specified in the transaction agreements.	Master
Servicer

Special Servicer

        Certificate
Administrator

         

	1122(d)(2)(ii)	Disbursements
    made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel.	Certificate
    Administrator

     
	1122(d)(2)(iii)	Advances
    of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such
    advances, are made, reviewed and approved as specified in the transaction agreements.	Master
    Servicer

    Trustee (in the case of the Trustee, to the extent the Trustee was required to make an advance during the applicable calendar
    year)
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator



 






    O-1


     


    

 


	applicable
    Servicing Criteria 	applicable
    

    party
	Reference	Criteria	 
	1122(d)(2)(v)	Each
    custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.
    For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial
    institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Exchange Act.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts. These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days
    after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling
    items. These reconciling items are resolved within 90 calendar days of their original identification, or such other number
    of days specified in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	 	Investor
    Remittances and Reporting	 
	1122(d)(3)(i)	Reports
    to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements
    and applicable Commission requirements. Specifically, such reports (A) are prepared in accordance with timeframes and
    other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms
    specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations;
    and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number
    of mortgage loans serviced by the Reporting Servicer.	Certificate
    Administrator

    Operating Advisor (excluding clauses (C) and (D) in the case of the Operating Advisor)
	1122(d)(3)(ii)	Amounts
    due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth
    in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Reporting Servicer’s investor records, or such other
    number of days specified in the transaction agreements.	Certificate
    Administrator
	1122(d)(3)(iv)	Amounts
    remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Certificate
    Administrator
	 	Pool
    Asset Administration	 
	1122(d)(4)(i)	Collateral
    or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Master
    Servicer

    Special Servicer

    Custodian
	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	Custodian
	1122(d)(4)(iii)	Any
    additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or
    requirements in the transaction agreements.	Master
    Servicer

    Special Servicer

    Certificate Administrator
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master
    Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified
    in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related
    mortgage loan documents.	Master
    Servicer
	1122(d)(4)(v)	The
    Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to
    an obligor’s unpaid principal balance.	Master
    Servicer
	1122(d)(4)(vi)	Changes
    with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made,
    reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master
    Servicer

    Special Servicer



 






    O-2


     


    

 


	applicable
    Servicing Criteria 	applicable
    

    party
	Reference	Criteria	 
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer

    Operating Advisor
	1122(d)(4)(viii)	Records
    documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction
    agreements. Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements,
    and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters
    and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master
    Servicer

    Special Servicer
	1122(d)(4)(ix)	Adjustments
    to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan
    documents.	Master
    Servicer
	1122(d)(4)(x)	Regarding
    any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the
    obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements;
    (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and
    state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage
    loans, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xi)	Payments
    made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates,
    as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer
    at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xii)	Any
    late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s
    funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master
    Servicer
	1122(d)(4)(xiii)	Disbursements
    made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer,
    or such other number of days specified in the transaction agreements.	Master
    Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master
    Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB,
    is maintained as set forth in the transaction agreements.	N/A



 



    O-3


     


    

 


EXHIBIT
P



[Reserved]


 




    P-1


     


    

 


EXHIBIT
Q


 


RETAINED
DEFEASANCE RIGHTS AND OBLIGATIONS MORTGAGE LOANS


 


	Loan
    Number	Mortgage
    Loan / Property Name	Mortgage
    Loan Seller
	1	899
    West Evelyn	GACC
	3	Century
    Plaza Towers	GACC
	4	Harvey
    Building Products	CREFI
	6	Kildeer
    Village Square	CREFI
	8	199
    Avenue B Northwest	GACC
	10	Legends
    at Village West	CREFI
	11	Central
    Harlem Multifamily Portfolio	CREFI
	12	The
    Elston Retail Collection	CREFI
	15	Woodland
    Trace Apartments	CREFI
	23	Washington
    Heights Multifamily Portfolio	CREFI
	24	TownPlace
    Suites Laredo	GACC
	25	Mountain
    Vista Plaza	CREFI
	26	Sands
    Hotel & Spa	GACC
	27	4536
    Spruce Street	CREFI
	28	Sands
    Hotel & Spa	GACC
	31	A
    Storage Place Savannah	CREFI



 



    Q-1


     


    

 


EXHIBIT
R


 


FORM
OF OPERATING ADVISOR ANNUAL REPORT1


 


Report
Date: This report will be delivered annually no later than 120 days of the end of the prior calendar year, pursuant to the
terms and conditions of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as
Certificate Administrator, and Wilmington Trust, National Association, as Trustee


 


Transaction:
Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15


 


Operating
Advisor: Park Bridge Lender Services LLC


 


Special
Servicer: Midland Loan Services, a Division of PNC Bank, National Association


 


Directing
Holder: [                    ]


 


		I.	Population
of Mortgage Loans that Were Considered in Compiling this Report



 


		1.	The
                                         Special Servicer has notified the Operating Advisor that [●] Specially Serviced
                                         Loans were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


(a)
[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as part of the development of an
Asset Status Report.


 


(b)
Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans. Final Asset Status Reports were issued
with respect to [●] of such Specially Serviced Loans. The Asset Status Reports may not yet be fully implemented.


 


		2.	An
                                         Operating Advisor Consultation Trigger Event [existed during some or all] [did not exist
                                         during any portion] of the prior calendar year [INSERT YEAR].



 


		3.	[●]
                                         Serviced Loans were the subject of a Major Decision as to which the Operating Advisor
                                         has consultation rights pursuant to the Pooling and Servicing Agreement.



 





 



 


1
       This report is an indicative report and does not reflect the final form of annual
report to be used in any particular year. The Operating Advisor will have the ability to modify or alter the organization and
content of any particular report, subject to compliance with the terms of the Pooling and Servicing Agreement, including, without
limitation, provisions relating to Privileged Information.


 






    R-1


     


    

 


		II.	Executive
Summary



 


Based
on the requirements and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the
Operating Advisor (in accordance with the Operating Advisor’s analysis requirements set forth in the Pooling and Servicing
Agreement) has undertaken a review of the Special Servicer’s actions and decisions in respect of (A) Specially Serviced
Loans and (B) solely in connection with Major Decisions as to which the Operating Advisor has consultation rights following the
occurrence and during the continuance of an Operating Advisor Consultation Trigger Event, Performing Serviced Loans, in each case
in light of (1) the Servicing Standard and (2) the requirements of the Pooling and Servicing Agreement. Based solely on such review
and subject to the assumptions, limitations and qualifications set forth herein, the Operating Advisor [believes/ does not believe],
in its sole discretion exercised in good faith, that the Special Servicer is performing its duties in compliance with (1) the
Servicing Standard and (2) the Special Servicer’s obligations under the Pooling and Servicing Agreement during the prior
calendar year. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has
failed to materially comply with the Servicing Standard or the Special Servicer’s obligations under the Pooling and Servicing
Agreement as a result of the following material deviations.]


 


		●	[LIST
                                         OF ANY MATERIAL DEVIATIONS FROM (1) THE SERVICING STANDARD AND/OR (2) THE SPECIAL SERVICER’S
                                         OBLIGATIONS UNDER THE POOLING AND SERVICING AGREEMENT]



 


In
addition, the Operating Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD
RECOMMENDATION OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


		III.	Specific
Items of Review



 


In
rendering our assessment herein, we examined and (with the exception of the items listed in paragraph no. 7 below) relied upon
the accuracy and completeness of the items listed below:


 


		1.	Information
                                         available to Privileged Persons on the Certificate Administrator’s Website with
                                         respect to the Special Servicer, assets on the CREFC® Servicer Watch List,
                                         Specially Serviced Loans [AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT: and
                                         Major Decisions on Serviced Loans].



 


		2.	Each
                                         Final Asset Status Report [AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT: and
                                         each other Asset Status Report], in each case, delivered or made available to the Operating
                                         Advisor pursuant to the terms of the Pooling and Servicing Agreement. The Operating Advisor
                                         reviewed Final Asset Status Reports with respect to the following Serviced Loans: [LIST].
                                         The Operating Advisor reviewed Asset Status Reports with respect to the following Serviced
                                         Loans: [LIST].



 






    R-2


     


    

 


		3.	Each
                                         Major Decision Reporting Package that is delivered or made available to the Operating
                                         Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement. The
                                         Operating Advisor reviewed Major Decision Reporting Packages with respect to the following
                                         Serviced Loans: [LIST]



 


		4.	[LIST
                                         OTHER REVIEWED INFORMATION]



 


		5.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the
                                         Operating Advisor consulted with the Special Servicer regarding Major Decisions related
                                         to the following Serviced Loans: [LIST]. The Operating Advisor participated in discussions
                                         and recommended alternative courses of action to the extent it deemed such recommendations
                                         appropriate.



 


		6.	[INSERT
                                         IF AFTER AN OPERATING ADVISOR CONSULTATION TRIGGER EVENT]: During the prior year, the
                                         Operating Advisor consulted with the Special Servicer regarding Asset Status Reports
                                         related to the following Serviced Loans: [LIST]. The Operating Advisor participated in
                                         discussions and recommended alternative courses of action to the extent it deemed such
                                         recommendations appropriate.



 


		7.	Appraisal
                                         Reduction Amount calculations, Collateral Deficiency Amount calculations and net present
                                         value calculations delivered or made available to the Operating Advisor by the Special
                                         Servicer pursuant to the Pooling and Servicing Agreement.



 


		8.	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 (i) Appraisal Reduction Amount, (ii) Collateral Deficiency Amount
                                         or (ii) net present value calculations used in the Special Servicer’s determination
                                         of the course of action to be taken in connection with the workout or liquidation of
                                         a Specially Serviced Loan prior to the utilization by the Special Servicer.



 


		(a)	The
                                         Operating Advisor [agreed/did not agree] with the [mathematical calculations] [and/or]
                                         [the application of the applicable non-discretionary portions of the formula] required
                                         to be utilized for such calculation.



 


		(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.



 


		9.	The
                                         Special Servicer’s annual compliance statement, assessment of compliance report
                                         and attestation report by a third party regarding the Special Servicer’s compliance
                                         with its obligations delivered or made available to the Operating Advisor pursuant to
                                         the Pooling and Servicing Agreement.



  


		10.	The
                                         following is a general discussion of certain concerns raised by the Operating Advisor
                                         discussed in this report: [LIST CONCERNS].



  






    R-3


     


    

 


		111.	In
                                         addition to the other information presented herein, the Operating Advisor notes the following
                                         additional items, if any: [LIST ADDITIONAL ITEMS].



  


NOTE:
The Operating Advisor’s review of the above materials should be considered a limited review and not be considered a full
or limited audit, legal review or legal conclusion. For instance, we did not review each page of the Special Servicer’s
policy and procedure manuals (including amendments and appendices), review underlying lease agreements or similar underlying documents
(other than documents that the Operating Advisor is required to review pursuant to Section 3.29 of the Pooling and Servicing Agreement),
visit any related property, visit the Special Servicer, visit the Directing Holder or interact with any borrower. In addition,
our review of the net present value calculations and the corresponding application of the non-discretionary portions of the applicable
formulas, and as such, does not take into account the reasonableness of the discretionary portions of such formulas.


 


IV.            Assumptions,
Qualifications and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


		1.	As
                                         provided in the Pooling and Servicing Agreement, the Operating Advisor is not required
                                         to report on instances of non-compliance with, or deviations from, the Servicing Standard
                                         or the Special Servicer’s obligations under the Pooling and Servicing Agreement
                                         that the Operating Advisor determines, in accordance with the Operating Advisor Standard,
                                         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.	Other
                                         than receipt of any Major Decision Reporting Package and 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 applicable Directing Holder’s discussion(s)
                                         regarding any Specially Serviced Loan. The Operating Advisor does not have authority
                                         to speak with the applicable Directing Holder or borrower directly. As such, the Operating
                                         Advisor relied upon the information made available to it pursuant to the Pooling and
                                         Servicing Agreement or 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 direct
                                         the actions of the Special Servicer.



 






    R-4


     


    

 


		5.	Confidentiality
                                         and other contractual limitations limit the Operating Advisor’s ability to outline
                                         the details or substance of any communications 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.	The
                                         Operating Advisor is not empowered to directly communicate with any investors pursuant
                                         to the Pooling and Servicing Agreement. If the investors have questions regarding this
                                         report, they should address such questions to the Certificate Administrator through the
                                         Certificate Administrator’s Website.



 


		7.	This
                                         report does not constitute recommendations to buy, sell or hold any security, nor does
                                         the Operating Advisor take into account market prices of securities or financial markets
                                         generally when performing its limited review of the Special Servicer as described above.
                                         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.



  


[
                     ]


 


	By:	 	 






Name:





Title:


 




    R-5


     


    

 


EXHIBIT
S


 


SUBSERVICING
AGREEMENTS


 


	Mortgage
    Loan/Property Name	Sub-Servicer
    Name
	Kildeer
    Village Square	Holliday
    Fenoglio Fowler, L.P.
	 	 
	 	 
	 	 
	 	 



 



    S-1


     


    




 


EXHIBIT
T


 


FORM
OF RECOMMENDATION OF SPECIAL SERVICER TERMINATION


 


Wilmington
Trust, National Association, as Trustee 


1100
North Market Street 


Wilmington,
Delaware 19890 


Attention:
CMBS Trustee – Benchmark 2019-B15


 


Citibank,
N.A., as Certificate Administrator


388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B15


 


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


10851
Mastin Street, Suite 700 


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust,






Commercial
Mortgage Pass-Through Certificates, Series 2019-B15 


 


Ladies
and Gentlemen:


 


This
letter is delivered pursuant to Section 6.08(b)[(i)][(ii)] of the Pooling and Servicing Agreement, dated as of December 1, 2019
(the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations
Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, on behalf of the
holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 (the “Certificates”)
regarding the replacement of the Special Servicer. Capitalized terms used and not otherwise defined herein shall have the respective
meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


Based
upon our review of the operational practices of [_______], in its current capacity as Special Servicer [with respect to [IF SUBJECT
PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED TRUST LOANS, SPECIFY APPLICABLE SERVICED LOAN OR GROUP OF SERVICED LOANS FOR
WHICH IT SO ACTS]], conducted pursuant to and in accordance with the Pooling and Servicing Agreement, it is our determination,
in our sole discretion exercised in good faith, that (1) [________], in its current capacity as Special Servicer [with respect
to [IF SUBJECT PARTY IS NOT THE SPECIAL SERVICER FOR ALL SERVICED TRUST LOANS, SPECIFY APPLICABLE SERVICED TRUST LOAN OR GROUP
OF SERVICED TRUST LOANS FOR WHICH IT SO ACTS]], has failed to comply


 



    T-1 


     

    

 


with the Servicing Standard and (2) a replacement of the
Special Servicer would be in the best interest of the [Certificateholders]13 (as a collective whole). The following
factors support our determination: [________].


 


Based
upon such determination, we further hereby recommend that [_______] be removed as Special Servicer and that [________] be appointed
its successor in such capacity.


 








	 	Very truly yours,

        
	 	 
	 	[The
    Operating Advisor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:


 





 






13
Applicable in the case of an Operating Advisor’s written recommendation delivered pursuant to Section 6.08(b)(i) 


 




    T-2 


     

    

 


EXHIBIT
U



ADDITIONAL FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.04 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-D Disclosure is relevant for Exchange Act reporting
purposes, any information described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column
to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent
rolls required to be provided in connection with Item 6 below, possession) (in each case, after complying with its affirmative
obligations, if any, under the Pooling and Servicing Agreement to obtain such information) of such information (other than information
as to such party itself which such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master
Servicer and the Special Servicer shall be entitled to rely on the accuracy of the Prospectus (other than information with respect
to itself that is set forth in or omitted from the Prospectus), in the absence of specific written notice to the contrary from
the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special
Servicer (in its capacity as such) shall be entitled to conclusively assume that there is no “significant obligor”
other than a party identified as such in the Prospectus. For this Benchmark 2019-B15 Pooling and Servicing Agreement, each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to assume that there is no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114
or 1115 of Regulation AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 10-D	Party
    Responsible 
	Item
        1: Distribution and Pool Performance Information

         

        Any
        information required by Item 1121 of Regulation AB which is NOT included on the Distribution Date Statement

         
	Certificate
Administrator 

        Depositor 

        Master
        Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Performing Serviced Loans)

        

        Special
Servicer (only with respect to Item 1121(a)(12) of Regulation AB as to Specially Serviced Loans)

Each Mortgage Loan Seller (only with respect to Item
1121(c)(2) of Regulation AB as to




 






    U-1 


     

    

 


	Item
    on Form 10-D	Party
    Responsible 
	 	 itself)
	Item
1A: Asset-Level Information 

        disclosure
        per Items 1111(h) and 1125 of Regulation AB

        
	Master
    Servicer1
	Item
        1B: Asset Representations Reviewer and Investor Communication

         
	Asset
        Representations Reviewer (with respect to Item 1121(d) of Regulation AB)

         

        Certificate
        Administrator (with respect to Item 1121(e) of Regulation AB )

         

	Item
        2: Legal Proceedings

         

        per
        Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, in each case as to the Trust (in
    the case of the Master Servicer and the Special Servicer, to be reported by the party controlling such litigation), (iv) each
    Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage Loan
    Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by such
    Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Item
    3: Sale of Securities and Use of Proceeds	Depositor
	Item
    4: Defaults Upon Senior Securities	Certificate
    Administrator
	Item
    5: Submission of Matters to a Vote of Security Holders2	Certificate
        Administrator

        

        Trustee 

	Item
    6: Significant Obligors of Pool Assets	Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        

        Special
        Servicer (as to Specially Serviced Loans and REO Properties)

        

	Item
    7: Change in Sponsor Interest in the Securities	Each
    Mortgage Loan Seller as to itself and its affiliates



 





 






1
For the avoidance of doubt, the Certificate Administrator, not the Master Servicer, shall be responsible for filing any
Additional Form 10-D Disclosure required by Item 1A on Form 10-D in accordance with Section 10.04 of this Agreement. 


2 No disclosure is required
for so long as Item 5 of Form 10-D requires the inclusion of information related to mine safety disclosures.











    U-2 


     

    

 


	Item
    on Form 10-D	Party
    Responsible 
	Item
    8: Significant Enhancement Provider Information	Depositor
	Item
        9: Other Information

         

        (i)
        Balances of the Distribution Account, the Interest Reserve Account, the Excess Interest Distribution Account, Excess Liquidation
        Proceeds Reserve Account, the Exchangeable Distribution Account, Collection Account, any Loan Combination Custodial Account
        and each REO Account as of the related Distribution Date and the preceding Distribution Date; and

         

        (ii)
        information other than those specified in clause (i) above, but only to the extent of any information that meets all the
        following conditions: (a) such information constitutes “Form 8-K Disclosure” pursuant to Exhibit Z, (b) such
        information is required to be reported as “Form 8-K Disclosure” during the period to which the Form 10-D relates,
        and (c) such information was not previously reported as “Form 8-K Disclosure”.

        
	Any
        party responsible for disclosure items on Form 8-K to the extent of such items

         

        Certificate
        Administrator (with respect to the balances of the Distribution Account, the Interest Reserve Account, the Excess Interest
        Distribution Account, Excess Liquidation Proceeds Reserve Account and the Exchangeable Distribution Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        Master
        Servicer (with respect to the balances of the Collection Account and any Loan Combination Custodial Account as of the
        related Distribution Date and the preceding Distribution Date)

         

        Special
Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution Date) 

	Item
    10: Exhibits	Certificate
Administrator 

        Depositor

        






 






    U-3 


     

    

 


EXHIBIT
V



ADDITIONAL FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.05 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Additional Form 10-K Disclosure is relevant for Exchange Act reporting
purposes, any information described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column
to the extent such party has actual knowledge (and in the case of net operating income, financial statements, budgets and/or rent
rolls required to be provided in connection with the Additional Item below consisting of disclosure per Item 1112(b) of Regulation
AB, possession) (in each case, after complying with its affirmative obligations, if any, under the Pooling and Servicing Agreement
to obtain such information) of such information (other than information as to such party itself which such party is obligated
to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer shall be entitled
to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in or omitted from
the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of
the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled
to conclusively assume that there is no “significant obligor” other than a party identified as such in the Prospectus.
For this Benchmark 2019-B15 Pooling and Servicing Agreement, each of the Certificate Administrator, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 


	Item
    on Form 10-K	Party
    Responsible 
	Item
        1B: Unresolved Staff Comments

         
	Depositor
	Item
    9B: Other Information	Any
    party responsible for disclosure items on Form 8-K to the extent of such items
	Item
    15: Exhibits, Financial Statement Schedules	Certificate
        Administrator

        

        Depositor

        

	Additional
        Item:

         

        Disclosure
        per Item 1117 of Regulation AB

         
	(i)
    All parties to the Pooling and Servicing Agreement (as to themselves), (ii) any other Reporting Servicer (as to itself), (iii)
    the Trustee, the Certificate Administrator, the Master Servicer, the Depositor and the Special Servicer, in each case as to
    the Trust (in the case of the Master Servicer, the Depositor and the Special Servicer, to be reported by the party controlling
    such 



 






    V-1 


     

    

 


	Item
    on Form 10-K	Party
    Responsible 
	 	litigation),
    (iv) each Mortgage Loan Seller as to itself and as to each Regulation AB Item 1110(b) originator with respect to such Mortgage
    Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1) party either affiliated with or retained by
    such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts
	Additional
        Item:

        

        Disclosure
        per Item 1119 of Regulation AB

         
	(i)
        All parties to the Pooling and Servicing Agreement as to themselves (in the case of the Master Servicer, only as to 1119(a)
        affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee, the Certificate
        Administrator, the Special Servicer or a sub-servicer described in 1108(a)(3) and, in the case of the Special Servicer,
        only as to 1119(a) affiliations with Significant Obligors identified in the Pooling and Servicing Agreement, the Trustee,
        the Certificate Administrator, the Master

        

        Servicer
        or a sub-servicer described in 1108(a)(3)), (ii) each Mortgage Loan Seller as to itself and as to each Regulation AB Item
        1110 originator with respect to such Mortgage Loan Seller’s Mortgage Loans and as to each Regulation AB Item 1100(d)(1)
        party either affiliated with or retained by such Mortgage Loan Seller, or with whom such Mortgage Loan Seller contracts,
        (iii) the Depositor as to the enhancement or support provider

        

	Additional
        Item:

        

        Disclosure
per Item 1112(b) of Regulation AB 
	Master
        Servicer (excluding information for which the Special Servicer is the “Party Responsible”)

        

        Special
        Servicer (as to REO Properties)

        

	Additional
        Item:

        

        Disclosure
        per Items 1114(b)(2) and 1115(b) of Regulation AB

        
	Depositor





 






    V-2 


     

    

 


EXHIBIT
W-1



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND
VIA FAX TO [ 212-816-5527] AND VIA EMAIL TO THE E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL ADDRESSES
IMMEDIATELY BELOW**


 





	Citibank,
        N.A.,

                   as Certificate Administrator 

        388
        Greenwich Street

        New
        York, New York 10013

        Attention: Global Transaction Services – Benchmark 2019-B15

        Email:
        ratingagencynotice@citi.com

         
	 	Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Telecopy
        number: (646) 328-2943

        E-mail:
        richard.simpson@citi.com

         

	Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Raul Orozco

        Telecopy
        number: (347) 394-0898

        E-mail:
        raul.d.orozco@citi.com

        
	 	Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Telecopy
        number: (646) 862-8988

        E-mail:
        ryan.m.oconnor@citi.com

        





 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section [ ] of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division
of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association, as
Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as
Certificate Administrator, and Wilmington Trust, National Association, as Trustee, the undersigned, as [ ], hereby notifies you
that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 






    W-1-1 


     

    

 


Any
inquiries related to this notification should be directed to [                         ], phone number: [         ]; email address: [                    ].


 








	 	[NAME OF PARTY],
	 	as [role]
	 	 	 
	 	By:	  
	 	 	Name:
	 	 	Title:


 




    W-1-2 


     

    

 


EXHIBIT
W-2



FORM OF ADDITIONAL DISCLOSURE NOTIFICATION (ACCOUNTS)


 


Citibank,
N.A.,

             as Certificate Administrator  


388
Greenwich Street


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B15


 


RE:
**Additional Form [10-D][10-K][8-K] Disclosure** Required


 


Ladies
and Gentlemen:


 


In
accordance with Section 10.04 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, the undersigned, as [ ], hereby notifies
you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description
of Additional Form [10-D][10-K][8-K] Disclosure:


 


[With
respect to the securitization accounts balance information:


 





	Account
    Name	Beginning
        Balance as of 

        MM/DD/YYYY
	Ending
        Balance as of 

        MM/DD/YYYY

	   Collection
    Account	 	 
	Loan
        Combination Custodial Account(s) :

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination

        [_____________]
        Loan Combination
	 	 
	  REO
    Account(s)	 	 




 






    W-2-1 


     

    

 


List
of any Attachments hereto to be included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any
inquiries related to this notification should be directed to [                         ], phone number: [         ]; email address: [                    ].


 




	 	[NAME OF PARTY],
	 	    as [role]
	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


 




    W-2-2 


     

    

 


EXHIBIT
W-3


 


Form
of Notice of ADDITIONAL  


INDEBTEDNESS
NOTIFICATION


 


Citibank,
N.A.,

             as Certificate Administrator  


388
Greenwich Street 


New
York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B15


 


Ref:
Benchmark 2019-B15, Additional Debt Notice for Form 10-D


 


The
following information is being furnished to you for inclusion on Form 10-D pursuant to Section 10.04(c) of the Pooling and Servicing
Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	Benchmark
    2019-B15	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust  	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	Benchmark
    2019-B15	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	 Benchmark
    2019-B15	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 


 







    W-3-1 


     

    

 


EXHIBIT
X



FORM OF CERTIFICATION TO BE PROVIDED WITH FORM 10-K


 


CERTIFICATIONS


 


I,
[identifying the certifying individual], certify that:


 


		1.	I
                                         have reviewed this report on Form 10-K, and all reports on Form 10-D required to be filed
                                         in respect of the period covered by this report on Form 10-K, of Benchmark 2019-B15 Mortgage
                                         Trust (the “Exchange Act Periodic Reports”);



 


		2.	Based
                                         on my knowledge, the Exchange Act Periodic Reports, taken as a whole, do not contain
                                         any untrue statement of a material fact or omit to state a material fact necessary to
                                         make the statements made, in light of the circumstances under which such statements were
                                         made, not misleading with respect to the period covered by this report;



 


		3.	Based
                                         on my knowledge, all of the distribution, servicing and other information required to
                                         be provided under Form 10-D for the period covered by this report is included in the
                                         Exchange Act Periodic Reports;



 


		4.	Based
                                         on my knowledge and the servicer compliance statement(s) required in this report under
                                         Item 1123 of Regulation AB, and except as disclosed in the Exchange Act Periodic Reports,
                                         the servicers have fulfilled their obligations under the servicing agreement(s) in all
                                         material respects; and



 


		5.	All
                                         of the reports on assessment of compliance with servicing criteria for asset-backed securities
                                         and their related attestation reports on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be included in this report in accordance with
                                         Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included
                                         as an exhibit to this report, except as otherwise disclosed in this report. Any material
                                         instances of noncompliance described in such reports have been disclosed in this report
                                         on Form 10-K.



 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[Master Servicer][Special Servicer][Certificate Administrator][Trustee][Custodian][Operating Advisor][Outside Servicer][Outside
Special Servicer]


 






	Date: 	   	 











	 	 
	[Signature]	 
	[Title]	 






 




    X-1 


     

    

 


EXHIBIT
Y-1



FORM OF CERTIFICATION TO BE PROVIDED

TO DEPOSITOR BY THE CERTIFICATE ADMINISTRATOR


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset
                                         representations reviewer, Citibank, N.A., as certificate administrator (in such capacity,
                                         the “Certificate Administrator”), and Wilmington Trust, National
                                         Association, as trustee. 



 


I,
[identifying the certifying individual], a [title] of [CERTIFICATE ADMINISTRATOR], certify to Citigroup Commercial Mortgage Securities
Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification,
that:


 


1.       I
have reviewed the annual report on Form 10-K for the fiscal year 20__, and all reports on Form 10-D and Form 8-K required to be
filed in respect of periods covered by that annual report on Form 10-K, of the Trust (the “Exchange Act Periodic Reports”);


 


2.       Based
on my knowledge, the distribution information in Exchange Act Periodic Reports, taken as a whole, does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by that report on Form 10-K;


 


3.       Based
on my knowledge, all of the distribution, servicing and other information required to be provided by the Certificate Administrator
pursuant to the Pooling and Servicing Agreement for inclusion in the Exchange Act Periodic Reports is included in such reports;
and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered by the Certificate Administrator in
accordance with Section 10.09 and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance
with the Relevant Servicing Criteria (as defined in the Pooling and Servicing Agreement).


 






    Y-1-1 


     

    

 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 


	Date: 	   	 




	 	 	 
	[                             ]	 
	 	 	 
	By: 	  	 
	 	[Name]	 







 




    Y-1-2 


     

    

 


EXHIBIT
Y-2



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE MASTER SERVICER


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”), Midland
                                         Loan Services, a Division of PNC Bank, National Association, as special servicer (in
                                         such capacity, the “Special Servicer”), Park Bridge Lender Services
                                         LLC, as operating advisor and asset representations reviewer, Citibank, N.A., as certificate
                                         administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee 



 


I,
[identify the certifying individual], a [title] of [MASTER SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         relating to the Trust delivered by the Master Servicer to the Certificate Administrator
                                         covering the fiscal year 20__;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information in these reports, taken as a whole, does not contain any untrue statement
                                         of a material fact or omit to state a material fact necessary to make the statements
                                         made, in light of the circumstances under which such statements were made, not misleading
                                         with respect to the period covered by these servicing reports;



 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Master Servicer), the servicing
                                         information required to be provided in these servicing reports to the Certificate Administrator
                                         by the Master Servicer under the Pooling and Servicing Agreement is included in the servicing
                                         reports delivered by the Master Servicer to the Certificate Administrator;



 






    Y-2-1 


     

    

 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Master Servicer under the Pooling and Servicing Agreement and based
                                         upon my knowledge and the compliance review conducted in preparing the servicer compliance
                                         statement required under Section 10.08 of the Pooling and Servicing Agreement with respect
                                         to the Master Servicer, and except as disclosed in such compliance statement delivered
                                         by the Master Servicer under Section 10.08 of the Pooling and Servicing Agreement, the
                                         Master Servicer has fulfilled its obligations under the Pooling and Servicing Agreement
                                         in all material respects in the year to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


Further,
notwithstanding the foregoing certifications, the Master Servicer does not make any certification under the foregoing clauses
1 through 5 that is in turn dependent upon information required to be provided by any sub-servicer acting under a sub-servicing
agreement that the Master Servicer entered into in connection with the issuance of the Certificates, or upon the performance by
any such sub-servicer of its obligations pursuant to any such sub-servicing agreement, in each case beyond the respective backup
certifications actually provided by such sub-servicer to the Master Servicer with respect to the information that is subject of
such certification.


  	Date: 	   	 




	 	 	 
	[                                 ]	 
	 	 	 
	By: 	  	 
	[Name]	 






 




    Y-2-2 


     

    

 


EXHIBIT
Y-3



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE SPECIAL SERVICER


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”) and special
                                         servicer (in such capacity, the “Special Servicer”), Park Bridge Lender
                                         Services LLC, as operating advisor and asset representations reviewer, Citibank, N.A.,
                                         as certificate administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee 



 


I,
    [identify the certifying individual], a [title] of [SPECIAL SERVICER], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


1.    Based
on my knowledge, the servicing information in the servicing reports or information relating to the Trust delivered by the Special
Servicer to the Master Servicer covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these servicing reports;


 


1.    Based
on my knowledge, the servicing information required to be provided to the Master Servicer by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the reports to be filed by the Certificate Administrator is included in the servicing
reports delivered by the Special Servicer to the Master Servicer;


 


2.    I
am, or an employee under my supervision is, responsible for reviewing the activities performed by the Special Servicer under the
Pooling and Servicing Agreement and based upon my knowledge and the compliance review conducted in preparing the servicer compliance
statement required under Section 10.08 of the Pooling and Servicing Agreement with respect to the Special Servicer, and except
as disclosed in such compliance statement delivered by the Special Servicer under Section 10.08 of the Pooling and Servicing Agreement,
the Special Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year
to which such review applies; and


 






    Y-3-1 


     

    

 


3.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


	Date: 	   	 




	 	 	 
	[                                   ]	 
	 	 	 
	By: 	  	 
	[Name]


[Title]


	 






 




    Y-3-2 


     

    

 


EXHIBIT
Y-4



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE OPERATING ADVISOR


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as special servicer, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
                                         the “Operating Advisor”) and asset representations reviewer, Citibank,
                                         N.A., as certificate administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee 



 


I,
[identify the certifying individual], a [title] of [OPERATING ADVISOR], certify to Citigroup Commercial Mortgage Securities Inc.
and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.       Based
on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Operating Advisor covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;


 


2.       Based
on my knowledge, the information required to be provided to the Certificate Administrator by the Operating Advisor under the Pooling
and Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in
the reports delivered by the Operating Advisor to the Certificate Administrator;


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Operating Advisor under the
Pooling and Servicing Agreement and based upon my knowledge the Operating Advisor has, except as described in any information
provided to the Certificate Administrator by the Operating Advisor covering the fiscal year 20[__], fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects in the year to which such review applies; and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing


 



    Y-4-1 


     

    

 


criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 




	Date: 	   	 




	 	 	 
	[                                   ]	 
	 	 	 
	By: 	  	 
	[Name]


[Title]


	 






 




    Y-4-2 


     

    

 


EXHIBIT
Y-5



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE CUSTODIAN


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset
                                         representations reviewer, Citibank, N.A., as certificate administrator (in such capacity,
                                         the “Certificate Administrator”) and custodian (in such capacity,
                                         the “Custodian”), and Wilmington Trust, National Association, as
                                         trustee (in such capacity, the “Trustee”)  



 


I,
[identify the certifying individual], a [title] of [CUSTODIAN], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.       Based
on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Custodian covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by these reports;


 


2.       Based
on my knowledge, the information required to be provided to the Certificate Administrator by the Custodian under the Pooling and
Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the
reports delivered by the Custodian to the Certificate Administrator;


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Custodian under the Pooling
and Servicing Agreement and based upon my knowledge the Custodian has, except as described in any information provided to the
Certificate Administrator by the Custodian covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing
Agreement in all material respects in the year to which such review applies; and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing


 



    Y-5-1 


     

    

 


criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 





	Date: 	   	 




	 	 	 
	[                                   ]	 
	 	 	 
	By: 	  	 
	[Name]


[Title]


	 






 




    Y-5-2 


     

    

 


EXHIBIT
Y-6



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE TRUSTEE


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates,
                                         Series 2019-B15 (the “Certificates”), issued pursuant to the Pooling
                                         and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and Servicing
                                         Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as special servicer,
                                         Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer,
                                         Citibank, N.A., as certificate administrator (in such capacity, the “Certificate
                                         Administrator”), and Wilmington Trust, National Association, as trustee
                                         (in such capacity, the “Trustee”) 



 


I,
[identify the certifying individual], a [title] of [TRUSTEE], certify to Citigroup Commercial Mortgage Securities Inc. and its
officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the Certificates
(capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and Servicing
Agreement), that:


 


1.       Based
on my knowledge, the information required by the Pooling and Servicing Agreement to be provided to the Certificate Administrator
by the Trustee covering the fiscal year 20__, taken as a whole, does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by these reports;


 


2.       Based
on my knowledge, the information required to be provided to the Certificate Administrator by the Trustee under the Pooling and
Servicing Agreement for inclusion in the Exchange Act reports to be filed by the Certificate Administrator is included in the
reports delivered by the Trustee to the Certificate Administrator;


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement and based upon my knowledge the Trustee has, except as described in any information provided to the Certificate
Administrator by the Trustee covering the fiscal year 20[__], fulfilled its obligations under the Pooling and Servicing Agreement
in all material respects in the year to which such review applies; and


 


4.       The
report on assessment of compliance with servicing criteria for asset-backed securities and the related attestation report on assessment
of compliance with servicing


 



    Y-6-1 


     

    

 


criteria for asset-backed securities required to be delivered in accordance with Section 10.09 and
Section 10.10 of the Pooling and Servicing Agreement discloses all material instances of noncompliance with the Relevant Servicing
Criteria.


 


In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].


 





	Date: 	   	 




	 	 	 
	[                                   ]	 
	 	 	 
	By: 	  	 
	[Name]


[Title]


	 









 




    Y-6-2 


     

    

 


EXHIBIT
Y-7



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY THE ASSET REPRESENTATIONS REVIEWER


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15 (the “Certificates”), issued pursuant
                                         to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling
                                         and Servicing Agreement”), between Citigroup Commercial Mortgage Securities
                                         Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
                                         as master servicer (in such capacity, the “Master Servicer”), Midland
                                         Loan Services, a Division of PNC Bank, National Association, as special servicer, Park
                                         Bridge Lender Services LLC, as operating advisor and asset representations reviewer (in
                                         such capacity, the “Asset Representations Reviewer”), Citibank, N.A.,
                                         as certificate administrator (in such capacity, the “Certificate Administrator”),
                                         and Wilmington Trust, National Association, as trustee (in such capacity, the “Trustee”) 



 


I,
[identify the certifying individual], a [title] of [ASSET REPRESENTATIONS REVIEWER], certify to Citigroup Commercial Mortgage
Securities Inc. and its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification
in delivering the Sarbanes-Oxley Certification required by Section 10.06 of the Pooling and Servicing Agreement relating to the
Certificates (capitalized terms used herein without definition shall have the meanings assigned to such terms in the Pooling and
Servicing Agreement), that:


 


1.       Based
on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant Period”), all information
required to be submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, Trustee or Certificate Administrator,
as applicable, pursuant to the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the Relevant
Period and inclusion in all reports on Form 10-D or Form 8-K (the “Reports”) (such information provided by
the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”)
have been submitted by the Asset Representations Reviewer to the Master Servicer, the Depositor, the Trustee or the Certificate
Administrator, as applicable, for inclusion in the Reports;


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information contained in the Reports, taken as a whole, does not
contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light
of the circumstances under which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.       I
am, or an officer under my supervision is, responsible for reviewing the activities performed by the Asset Representations Reviewer
under the Pooling and Servicing


 



    Y-7-1 


     

    

 


Agreement and based upon my knowledge the Asset Representations Reviewer has, except as described
in any information provided to the Certificate Administrator by the Asset Representations Reviewer covering the fiscal year 20[__],
fulfilled its obligations under the Pooling and Servicing Agreement in all material respects in the year to which such review
applies; and


 


[In
giving the certifications above, I have reasonably relied on information provided to me by the following unaffiliated parties:
[list applicable transaction parties].]


 





	Date: 	   	 




	 	 	 
	[                                   ]	 
	 	 	 
	By: 	  	 
	[Name]


[Title]


	 






 







    Y-7-2 


     

    

 


EXHIBIT
Y-8



FORM OF CERTIFICATION TO BE PROVIDED TO DEPOSITOR

BY A SUB-SERVICER


 


		Re:	Benchmark
2019-B15 Mortgage Trust (the “Trust”), Commercial Mortgage Pass-Through Certificates, Series 2019-B15 (the
“Certificates”), issued pursuant to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the
“Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “Master Servicer”),
Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Park Bridge Lender Services LLC, as
operating advisor (in such capacity, the “Operating Advisor”) and asset representations reviewer, Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), and Wilmington Trust,
National Association, as trustee (in such capacity, the “Trustee”) 



and



Sub-servicing agreement, dated as of [______], 2019
(the “Sub-Servicing Agreement”) between [_____________] and [SUB-SERVICER], as sub-servicer (the “Sub-Servicer”), 



 


I,
[identify the certifying individual], a [title] of [SUB-SERVICER], certify to Citigroup Commercial Mortgage Securities Inc. and
its officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification in delivering
the certification required by the Pooling and Servicing Agreement relating to the Certificates (capitalized terms used herein
without definition shall have the meanings assigned to such terms in the Pooling and Servicing Agreement), that:


 


		(1)	I
                                         have (or a Servicing Officer under my supervision has) reviewed the servicing reports
                                         submitted by the Sub-Servicer to the Master Servicer and/or the Certificate Administrator
                                         pursuant to the Sub-Servicing Agreement (the “Sub-Servicer Reports”)
                                         for inclusion in the annual report on Form 10-K or any report on Form 10-D with respect
                                         to the Trust covering the fiscal year 20__ ;



 


		(2)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information in the Sub-Servicer Reports, taken as a whole, does not contain any untrue
                                         statement of a material fact or omit to state a material fact necessary to make the statements
                                         made, in light of the circumstances under which such statements were made, not misleading
                                         with respect to the period covered by the Sub-Servicer Reports;



 






    Y-8-1 


     

    

 


		(3)	Based
                                         on my knowledge, and assuming the accuracy of the statements required to be made in the
                                         corresponding certificate of the Special Servicer (to the extent such statements are
                                         relevant to the statements made in this certification by the Sub-Servicer), the servicing
                                         information required to be provided in the Sub-Servicer Reports to the Master Servicer
                                         and/or the Certificate Administrator by the Sub-Servicer under the Sub-Servicing Agreement
                                         is included in the Sub-Servicer Reports delivered by the Sub-Servicer to the Master Servicer
                                         and/or the Certificate Administrator;



 


		(4)	I
                                         am, or an employee under my supervision is, responsible for reviewing the activities
                                         performed by the Sub-Servicer under the Sub-Servicing Agreement and based upon my knowledge
                                         and the compliance review conducted in preparing the servicer compliance statement required
                                         under Section 10.08 of the Pooling and Servicing Agreement with respect to the Sub-Servicer,
                                         and except as disclosed in such compliance statement delivered by the Sub-Servicer under
                                         Section 10.08 of the Pooling and Servicing Agreement, the Sub-Servicer has fulfilled
                                         its obligations under the Sub-Servicing Agreement in all material respects in the year
                                         to which such review applies; and



 


		(5)	The
                                         report on assessment of compliance with servicing criteria for asset-backed securities
                                         and the related attestation report on assessment of compliance with servicing criteria
                                         for asset-backed securities required to be delivered in accordance with Section 10.09
                                         and Section 10.10 of the Pooling and Servicing Agreement discloses all material instances
                                         of noncompliance with the Relevant Servicing Criteria.



 


	Date: 	   	 




	 	 	 
	[                                   ]	 
	 	 	 
	By: 	  	 
	[Name]


	 





 




    Y-8-2 


     

    

 


EXHIBIT
Z



FORM 8-K DISCLOSURE INFORMATION


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor, the Certificate Administrator, each Other
Depositor and Other Exchange Act Reporting Party to which such Form 8-K Disclosure Information is relevant for Exchange Act reporting
purposes, the occurrence of any event described in the corresponding Form 8-K Item described in the “Item on Form 8-K”
column to the extent such party has actual knowledge (after complying with its affirmative obligations, if any, under the Pooling
and Servicing Agreement to obtain such information) of such information (other than information as to such party itself which
such party is obligated to provide). Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer
shall be entitled to rely on the accuracy of the Prospectus (other than information with respect to itself that is set forth in
or omitted from the Prospectus), in the absence of specific written notice to the contrary from the Depositor or Mortgage Loan
Sellers. Each of the Certificate Administrator, the Trustee, the Master Servicer and the Special Servicer (in its capacity as
such) shall be entitled to conclusively assume that there is no “significant obligor” other than a party identified
as such in the Prospectus. For this Benchmark 2019-B15 Pooling and Servicing Agreement, each of the Certificate Administrator,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is
no provider of credit enhancement, liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation
AB other than a party identified as such in the Prospectus.


 


	Item
    on Form 8-K	Party
    Responsible 
	Item
    1.01- Entry into a Material Definitive Agreement	Master
        Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer, and the Trustee, only
        as to agreements it is a party to or entered into on behalf of the Trust)

        Certificate Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing
        Agreement) is a party)

        

        Depositor

        

	Item
    1.02- Termination of a Material Definitive Agreement	Master
        Servicer, Special Servicer and the Trustee (in the case of the Master Servicer, Special Servicer and the Trustee, only
        as to agreements it is a party to or entered into on behalf of the Trust)

        

        Certificate
        Administrator (other than as to agreements to which the Depositor (and no other party to the Pooling and Servicing Agreement)
        is a party)
 

        




 






    Z-1 


     

    

  


	Item
    on Form 8-K	Party
    Responsible 
	 	Depositor
	Item
    1.03- Bankruptcy or Receivership	Depositor

    Each Mortgage Loan Seller as to itself

    Each other party to the Pooling and Servicing Agreement (as to itself)
	Item
    2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
    Arrangement	Depositor

    Certificate Administrator
	Item
    3.03- Material Modification to Rights of Security Holders	Certificate
    Administrator
	Item
    5.03- Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year	Depositor
	Item
    5.07: Submission of Matters to a Vote of Security Holders	Certificate
        Administrator

        

        Trustee

        

	Item
    6.01- ABS Informational and Computational Material	Depositor
	Item
    6.02- Change of Master Servicer, Special Servicer or Trustee	Master
        Servicer (as to itself or a servicer retained by it)

        

        Special
        Servicer (as to itself or a servicer retained by it)

        

        Trustee

        Certificate Administrator (as to itself or a servicer retained by it)

        Depositor

        

	Item
    6.03- Change in Credit Enhancement or Other External Support	Depositor

    Certificate Administrator
	Item
    6.04- Failure to Make a Required Distribution	Certificate
    Administrator
	Item
    6.05- Securities Act Updating Disclosure	Depositor
	Item
    7.01- Regulation FD Disclosure	Depositor
	Item
    8.01 – Other Events	Depositor
	Item
    9.01 – Financial Statements and Exhibits	Depositor



 



    Z-2 


     

    




 


EXHIBIT
AA-1



FORM OF POWER OF ATTORNEY FOR MASTER SERVICER


 


RECORDING
REQUESTED BY:


 


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


 





 






SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) for Benchmark 2019-B15 Mortgage Trust pursuant to that Pooling and Servicing Agreement,
dated as of December 1, 2019 (the “Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor,
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of
PNC Bank, National Association, as special servicer, Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee, relating to the
Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15, hereby constitutes and appoints
Midland Loan Services, a Division of PNC Bank, National Association (the “Servicer”), by and through the Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Servicer and all properties
(“Properties”) administered by the Servicer pursuant to the Agreement, to execute and acknowledge in writing
or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items (1) through (13) below with respect to the Mortgage Loans and Properties; provided however, that the documents
described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under
the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		2.	The
modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the purpose
of correcting such Mortgage or deed of trust to conform same to the original intent of the parties thereto or to



 






    AA-1-1 


     


    

 


	 	 	correct title errors
                                         discovered after such title insurance was issued; provided that said modification
                                         or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the
                                         Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution of requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements 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, in connection
                                         with the sale 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.



 


		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, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and such deed of trust;



 






    AA-1-2 


     


    

 


		b.	the
                                         preparation and issuance of statements of breach or non-performance;



 


		c.	the
                                         preparation and filing of notices of default and/or notices of sale;



 


		d.	the
                                         cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the
                                         taking of deed in lieu of foreclosure;



 


		f.	the
                                         filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in
                                         bankruptcy cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the
                                         preparation and service of notices to quit and all other documents necessary to initiate,
                                         prosecute and complete eviction actions or proceedings;



 


		h.	the
                                         tendering, filing, prosecution and defense, as applicable, of hazard insurance and title
                                         insurance claims, including but not limited to appearing on behalf of the Trustee in
                                         quiet title actions;



 


		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.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and to resolve such litigation, provided that such resolution shall not include any



 






    AA-1-3 


     


    

 


	 	 	admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, 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;



 


		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, managing agreements, 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; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Master 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 [EXECUTION DATE OF POA].


 






    AA-1-4 


     


    

 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Servicer has the power to delegate its rights or obligations under the Agreement, the Servicer also has
the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited Power
of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor of
its attorneys-in-fact as are necessary for such purpose. The Servicer’s attorneys-in-fact shall have no greater authority than
that held by the Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit
in any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Wilmington
Trust, National Association, then the Servicer shall promptly forward a copy of same to the Trustee.


 


This
limited power of attorney is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer
to take any action with respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 


The
Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against
any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements
of any kind or nature whatsoever incurred by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney and
the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Benchmark 2019-B15 Mortgage Trust has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.


 






    AA-1-5 


     


    

 





	 	Wilmington
Trust, National Association, 


as
Trustee for Benchmark 2019-B15 Mortgage Trust


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Witness:


____________________


 


Witness:


_____________________


 


Prepared
by:


_____________________





Name:





Title:


 


	Address:	Wilmington
Trust, National Association
	 	1100
North Market Street
	 	Wilmington,
Delaware 19890






 





	A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.



 


STATE
OF DELAWARE





COUNTY
OF NEW CASTLE


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________, who proved to
me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged
to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on
the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 






    AA-1-6 


     


    

 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


WITNESS
my hand and official seal.





(SEAL)


 





	 	 
	 	Signature
of Notary Public



 




    AA-1-7 


     


    


 


EXHIBIT
AA-2



FORM OF POWER OF ATTORNEY FOR SPECIAL SERVICER


 


RECORDING
REQUESTED BY:


 


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





10851
Mastin Street, Suite 700





Overland
Park, Kansas 66210





Attention:
Executive Vice President – Division Head





Fax
number: 1 888 706 3565


 





 






SPACE
ABOVE THIS LINE FOR RECORDER’S USE


 


LIMITED
POWER OF ATTORNEY


 


KNOW
ALL MEN BY THESE PRESENTS, that Wilmington Trust, National Association, a national banking association, incorporated and existing
under the laws of the United States, having its usual place of business at 1100 North Market Street, Wilmington, Delaware 19890,
as Trustee (the “Trustee”) pursuant to that Pooling and Servicing Agreement, dated as of December 1, 2019 (the
“Agreement”) between Citigroup Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as special servicer (in such capacity, the “Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor and asset representations reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association,
as trustee, relating to the Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15,
hereby constitutes and appoints the Special Servicer, by and through the Special Servicer’s officers, the Trustee’s
true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection
with all mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO
Properties”) administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or
by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions
described in items (1) through (13) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents
described below may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under
the Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The
                                         endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
                                         made payable to the Trustee and to draw upon, replace, substitute, release or amend letters
                                         of credit standing as collateral securing any Mortgage Loan.



 


		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 



 






    AA-2-1 


     


    

 


	 	 	or deed of trust
                                         to conform same to the original intent of the parties thereto or to correct title errors
                                         discovered after such title insurance was issued; provided that said modification
                                         or re-recording, in either instance, (i) does not adversely affect the lien of the Mortgage
                                         or deed of trust as insured and (ii) otherwise conforms to the provisions of the
                                         Agreement.



 


		3.	The
                                         subordination of the lien of a Mortgage or deed of trust to an easement in favor of a
                                         public utility company or a government agency or unit with powers of eminent domain;
                                         this section shall include, without limitation, the execution of partial satisfactions/releases,
                                         partial reconveyances or the execution of requests to trustees to accomplish same.



 


		4.	The
                                         conveyance of the properties to the mortgage insurer, or the closing of the title to
                                         the property to be acquired as real estate owned, or conveyance of title to real estate
                                         owned.



 


		5.	The
                                         completion of loan assumption agreements 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, in connection
                                         with the sale 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.



 


		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, taking title to any Mortgaged Property on behalf of the Trust, foreclosure,
                                         the taking of a deed in lieu of foreclosure, or the completion of judicial or non-judicial
                                         foreclosure and/or any related litigation, including without limitation, guaranty or
                                         receivership litigation, or litigation on the note, or the termination, cancellation
                                         or rescission of any such foreclosure, the initiation, prosecution and completion of
                                         eviction actions or proceedings with respect to, or the termination, cancellation or
                                         rescission of any such eviction actions or proceedings, the initiation or defense of
                                         any litigation related to the ownership of any REO Property, and the pursuit of title
                                         insurance, hazard insurance and claims in bankruptcy proceedings, including, without
                                         limitation, any and all of the following acts:



 






    AA-2-2 


     


    

 


		a.	the
                                         substitution of trustee(s) serving under a deed of trust, in accordance with state law
                                         and 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;



 


		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;



 


		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.h. above.



 


		10.	With
                                         respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
                                         including, without limitation, the execution of the following documentation:






		a.	listing
                                         agreements;






		b.	purchase
                                         and sale agreements;






		c.	grant/warranty/quit
                                         claim deeds or any other deed causing the transfer of title of the property to a party
                                         contracted to purchase same;






		d.	escrow
                                         instructions; and






		e.	any
                                         and all documents necessary to effect the transfer of property.



 


		11.	The
                                         modification or amendment of escrow agreements established for repairs to the mortgaged
                                         property or reserves for replacement of personal property.



 


		12.	Execute
and/or file such documents and take such other action as is proper and necessary to defend the Trustee, solely in its capacity
as Trustee, in litigation and



 






    AA-2-3 


     


    

 


	 	 	to resolve such litigation,
                                         provided that such resolution shall not include any admission of fault or wrongdoing
                                         by the Trustee or, without the Trustee’s consent, subject the Trustee to any form
                                         of injunctive relief.



 


		13.	The
                                         execution and delivery of the following:



 


		a.	any
                                         and all financing statements, continuation statements and other documents or instruments
                                         necessary to maintain the lien created by the Mortgage, 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;



 


		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, managing agreements, any easements,
                                         covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements
                                         with respect to the Mortgaged Properties or REO Properties, instruments relating to the
                                         custody of any collateral that now secures or hereafter may secure any Mortgage Loan
                                         and any other consents; and



 


		d.	any
                                         and all documents, instruments and certifications as are reasonably necessary to complete
                                         or accomplish the Special Servicer’s duties and responsibilities under the Agreement.



 


The
undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every
act and thing necessary and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney
as fully as the undersigned might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective
as of [EXECUTION DATE OF POA].


 






    AA-2-4 


     


    

 


This
appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts
or powers herein is not intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely
to the extent that the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer
also has the power to delegate the authority given to it by Wilmington Trust, National Association, as Trustee, under this Limited
Power of Attorney, for purposes of performing its obligations and duties by executing such additional powers of attorney in favor
of its attorneys-in-fact as are necessary for such purpose. The Special Servicer’s attorneys-in-fact shall have no greater authority
than that held by the Special Servicer.


 


Nothing
contained herein shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in
any manner the rights and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer
the power to initiate or defend any suit, litigation or proceeding in the name of Wilmington Trust, National Association except
as specifically provided for herein. If the Special Servicer receives any notice of suit, litigation or proceeding in the name
of Wilmington Trust, 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 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 reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This
Limited Power of Attorney is entered into and shall be governed by the laws of the State of New York, without regard to conflicts
of law principles of such state.


 


Third
parties without actual notice may rely upon the exercise of the power granted under this Limited Power of Attorney; and may be
satisfied that this Limited Power of Attorney shall continue in full force and effect and has not been revoked unless an instrument
of revocation has been made in writing by the undersigned.


 


IN
WITNESS WHEREOF, Wilmington Trust, National Association, as Trustee for Benchmark 2019-B15 Mortgage Trust has caused its corporate
seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly elected and authorized
signatory this ___________ day of ____________.


 






    AA-2-5 


     


    

 








	 	Wilmington
Trust, National Association, 


as
Trustee for Benchmark 2019-B15 Mortgage Trust


	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Witness:


____________________


 


Witness:


_____________________


 


Prepared
by:


_____________________





Name:





Title:


 


	Address:	Wilmington
Trust, National Association
	 	1100
North Market Street
	 	Wilmington,
Delaware 19890






 






    AA-2-6 


     


    

 





	A
notary public or other officer completing this certificate verifies only the identity of the individual who signed the document
to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document.





 


STATE
OF DELAWARE





COUNTY
OF NEW CASTLE


 


On
_____________before me, ____________________________, a Notary Public, personally appeared _____________________,
who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within
instrument and acknowledged to me that he/she/they executed that same in his/her/their authorized capacity(ies), and that by his/her/their
signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.


 


I
certify under PENALTY OF PERJURY under the laws of the State of Delaware that the foregoing paragraph is true and correct.


 


WITNESS
my hand and official seal.





(SEAL)








	 	 
	 	Signature
of Notary Public





 




    AA-2-7 


     


    


 


EXHIBIT
BB



CLASS A-AB SCHEDULED PRINCIPAL BALANCE


 


	Distribution
                                         Date 
	 	Balance 
	 	Distribution
                                         Date 
	 	Balance 

	12/18/2019	 	24,285,000.00
    	 	10/15/2024	 	 24,285,000.00
    
	1/15/2020	 	24,285,000.00
    	 	11/15/2024	 	 24,284,318.97
    
	2/15/2020	 	24,285,000.00
    	 	12/15/2024	 	 23,863,139.91
    
	3/15/2020	 	24,285,000.00
    	 	1/15/2025	 	   23,466,345.29
    
	4/15/2020	 	24,285,000.00
    	 	2/15/2025	 	   23,068,187.31
    
	5/15/2020	 	24,285,000.00
    	 	3/15/2025	 	   22,591,532.72
    
	6/15/2020	 	24,285,000.00
    	 	4/15/2025	 	   22,190,360.19
    
	7/15/2020	 	24,285,000.00
    	 	5/15/2025	 	   21,762,190.48
    
	8/15/2020	 	24,285,000.00
    	 	6/15/2025	 	   21,358,165.18
    
	9/15/2020	 	 24,285,000.00
    	 	7/15/2025	 	   20,927,218.39
    
	10/15/2020	 	 24,285,000.00
    	 	8/15/2025	 	   20,520,320.79
    
	11/15/2020	 	 24,285,000.00
    	 	9/15/2025	 	   20,112,024.78
    
	12/15/2020	 	 24,285,000.00
    	 	10/15/2025	 	   19,676,920.51
    
	1/15/2021	 	 24,285,000.00
    	 	11/15/2025	 	   19,265,722.99
    
	2/15/2021	 	 24,285,000.00
    	 	12/15/2025	 	   18,827,794.22
    
	3/15/2021	 	 24,285,000.00
    	 	1/15/2026	 	   18,413,675.33
    
	4/15/2021	 	 24,285,000.00
    	 	2/15/2026	 	   17,998,133.01
    
	5/15/2021	 	 24,285,000.00
    	 	3/15/2026	 	   17,505,599.25
    
	6/15/2021	 	 24,285,000.00
    	 	4/15/2026	 	   17,086,927.05
    
	7/15/2021	 	 24,285,000.00
    	 	5/15/2026	 	   16,641,722.25
    
	8/15/2021	 	 24,285,000.00
    	 	6/15/2026	 	   16,220,077.51
    
	9/15/2021	 	 24,285,000.00
    	 	7/15/2026	 	   15,771,979.05
    
	10/15/2021	 	 24,285,000.00
    	 	8/15/2026	 	   15,347,341.42
    
	11/15/2021	 	 24,285,000.00
    	 	9/15/2026	 	   14,921,243.85
    
	12/15/2021	 	 24,285,000.00
    	 	10/15/2026	 	   14,468,810.64
    
	1/15/2022	 	 24,285,000.00
    	 	11/15/2026	 	   14,039,421.15
    
	2/15/2022	 	 24,285,000.00
    	 	12/15/2026	 	   13,584,044.82
    
	3/15/2022	 	 24,285,000.00
    	 	1/15/2027	 	   13,151,879.84
    
	4/15/2022	 	 24,285,000.00
    	 	2/15/2027	 	   12,718,228.81
    
	5/15/2022	 	 24,285,000.00
    	 	3/15/2027	 	   12,209,154.37
    
	6/15/2022	 	 24,285,000.00
    	 	4/15/2027	 	   11,772,253.29
    
	7/15/2022	 	 24,285,000.00
    	 	5/15/2027	 	   11,309,303.59
    
	8/15/2022	 	 24,285,000.00
    	 	6/15/2027	 	   10,869,305.17
    
	9/15/2022	 	 24,285,000.00
    	 	7/15/2027	 	   10,403,340.34
    
	10/15/2022	 	 24,285,000.00
    	 	8/15/2027	 	     9,960,223.37
    
	11/15/2022	 	 24,285,000.00
    	 	9/15/2027	 	     9,515,582.35
    
	12/15/2022	 	 24,285,000.00
    	 	10/15/2027	 	     9,045,098.04
    
	1/15/2023	 	 24,285,000.00
    	 	11/15/2027	 	     8,597,306.69
    
	2/15/2023	 	 24,285,000.00
    	 	12/15/2027	 	     8,123,755.67
    
	3/15/2023	 	 24,285,000.00
    	 	1/15/2028	 	     7,672,792.43
    
	4/15/2023	 	 24,285,000.00
    	 	2/15/2028	 	     7,220,277.91
    
	5/15/2023	 	 24,285,000.00
    	 	3/15/2028	 	     6,718,051.22
    
	6/15/2023	 	 24,285,000.00
    	 	4/15/2028	 	     6,262,246.94
    
	7/15/2023	 	 24,285,000.00
    	 	5/15/2028	 	     5,780,895.77
    
	8/15/2023	 	 24,285,000.00
    	 	6/15/2028	 	     5,321,864.71
    
	9/15/2023	 	 24,285,000.00
    	 	7/15/2028	 	     4,837,372.40
    
	10/15/2023	 	 24,285,000.00
    	 	8/15/2028	 	     4,375,092.46
    
	11/15/2023	 	 24,285,000.00
    	 	9/15/2028	 	     3,911,221.97
    
	12/15/2023	 	 24,285,000.00
    	 	10/15/2028	 	     3,422,018.58
    
	1/15/2024	 	 24,285,000.00
    	 	11/15/2028	 	     2,954,866.08
    
	2/15/2024	 	 24,285,000.00
    	 	12/15/2028	 	     2,462,467.79
    
	3/15/2024	 	 24,285,000.00
    	 	1/15/2029	 	1,992,010.79
	4/15/2024	 	 24,285,000.00
    	 	2/15/2029	 	     1,519,934.85
    
	5/15/2024	 	 24,285,000.00
    	 	3/15/2029	 	975,762.44
    
	6/15/2024	 	 24,285,000.00
    	 	4/15/2029	 	500,181.32
    
	7/15/2024	 	 24,285,000.00
    	 	5/15/2029
    and	 	0.00



 






    BB-1 


     


    

 


	8/15/2024	 	 24,285,000.00
    	 	thereafter	 	 
	9/15/2024	 	 24,285,000.00
    	 	 	 	 
	 	 	 	 	 	 	 


 




    BB-2 


     


    


 


EXHIBIT
CC-1


 


FORM
OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


	Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

         
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
ryan.m.oconnor@citi.com 

        

	Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
raul.d.orozco@citi.com 
	 	 
	 	 	 	 


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


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 (as defined below) established under the Pooling and Servicing
Agreement, dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial
Mortgage Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as
Operating Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National
Association, as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth
in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees (the “Excess Servicing Fee Right”),
with the full right to transfer the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


 






    CC-1-1 


     


    

 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 


	 	Very truly yours,
	 	 	 
		By:	 
	 	 	Name:

                                         Title:



 




    CC-1-2 


     


    


 


EXHIBIT
CC-2


 


FORM
OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


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

        

        as
        Master Servicer

        10851 Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        New York, New York 10013

        Attention: Raul Orozco

        

        Telecopy
        number: (347) 394-0898

        

        E-mail:
        raul.d.orozco@citi.com

        

         

	Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Telecopy
        number: (646) 328-2943

        

        E-mail:
        richard.simpson@citi.com

        
	 	Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Telecopy
        number: (646) 862-8988

        

        E-mail:
        ryan.m.oconnor@citi.com

        

	 	 	 	 


 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15



 


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 December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage
Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling
and Servicing Agreement. The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer,
that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees (the “Excess Servicing Fee Right”) for its
own account for investment and not with a view to or for sale or transfer in connection with any distribution thereof, in whole
or in part, in any manner which would violate the Securities Act of 1933, as amended (the “Securities Act”),
or any applicable state securities laws.


 






    CC-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 CC-1 to the Pooling and Servicing Agreement, and (B) each of Midland Loan Services, a Division of PNC Bank, National
Association and the Depositor has received a certificate from the prospective transferee substantially in the form attached as
Exhibit CC-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any Person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any Person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any Person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken
any other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any Person to act, in any
manner set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing
Fee Right or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and
servicing of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an


 






    CC-2-2 


     


    

 


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 (collectively, “Representatives”) not to disclose such information, in any manner
whatsoever, in whole or in part, to any other Person other than the Transferee’s auditors, legal counsel and regulators,
except to the extent such disclosure is required by law, court order or other legal requirement or to the extent such information
is of public knowledge at the time of disclosure by such Person or has become generally available to the public other than as
a result of disclosure by such Person; provided, however, that the Transferee or any of its Representatives may provide all or
any part of such information to any other Person who is contemplating an acquisition of the Excess Servicing Fee Right if, and
only if, such other Person (x) confirms in writing such prospective acquisition and (y) agrees in writing to keep such information
confidential, not to use or disclose such information in any manner which could result in a violation of any provision of the
Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant to the Securities
Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or representatives
not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than such other Person’s
auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12 of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate may
be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly yours,
	 	 	 
		By:	
	 	 	Name:

                                         Title:



 






    CC-2-3 


     


    




 





EXHIBIT
DD


 


FORM
OF NOTICE AND CERTIFICATION REGARDING DEFEASANCE OF MORTGAGE LOAN


 


		To:	S&P
                                         Global Ratings



55
Water Street, 41st Floor





New
York, New York 10041


Attention:
Commercial Mortgage Surveillance Manager


Email:
cmbs_info_17g5@standardandpoors.com


 


Fitch
Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: Commercial Mortgage Surveillance Group

Facsimile No: (212) 635-0295

E-mail: Info.cmbs@fitchratings.com


 


DBRS,
Inc.


333
West Wacker Drive, Suite 1800


Chicago,
Illinois 60606


Attention:
CMBS Surveillance


Facsimile
No: (312) 332-3492


Email:
cmbs.surveillance@dbrs.com 


 


		From:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, in its capacity as Master
                                         Servicer (the “Master Servicer”) under the Pooling and Servicing Agreement,
                                         dated as of December 1, 2019 (the “Pooling and Servicing Agreement”),
                                         between Citigroup Commercial Mortgage Securities Inc., as Depositor, the Master Servicer,
                                         Midland Loan Services, a Division of PNC Bank, National Association, as Special Servicer,
                                         Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer,
                                         Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
                                         as Trustee.



 


		Date:	____________,
                                         20___



 


		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15
                                         Mortgage Loan (the “Subject Mortgage Loan”) heretofore secured by
                                         real property known as ____________ [Include the following, with appropriate modification,
                                         if there is pari passu or AB debt: as evidenced by that certain Promissory Note [A-[_]][A]
                                         in the amount of $____________, which Promissory Note [A-[_]][A] is owned by the Trust,
                                         and Promissory Note [___] in the amount of $_____________, which Promissory Note [___]
                                         is owned by ________________.]



 


Capitalized
terms used but not defined herein have the meanings assigned to such terms in the Pooling and Servicing Agreement.


 



    DD-1


     


    

 





THE
STATEMENTS SET FORTH BELOW ARE MADE (A) TO THE BEST KNOWLEDGE OF THE UNDERSIGNED BASED UPON DUE DILIGENCE CONSISTENT WITH THE
SERVICING STANDARD SPECIFIED IN THE POOLING AND SERVICING AGREEMENT (THE “SERVICING STANDARD”), AND (B) WITHOUT
INTENDING TO WARRANT THE ACCURACY THEREOF OR UNDERTAKE ANY DUTY OR STANDARD OF CARE GREATER THAN THE DUTIES OF SERVICER UNDER
THE POOLING AND SERVICING AGREEMENT AND THE SERVICING STANDARD.


 


We
hereby notify you and confirm that each of the following is true, subject to those exceptions, if any, set forth on Exhibit A
hereto, which exceptions the Master Servicer has determined, consistent with the Servicing Standard, will have no material adverse
effect on the Subject Mortgage Loan or the defeasance transaction:


 


1.        The Mortgagor has consummated a defeasance of the Subject Mortgage Loan of the type checked below:**


 


____
a full defeasance of the entire outstanding principal balance ($____________) of the Subject Mortgage Loan; or


 


____
a partial defeasance of a portion ($____________) of the Subject Mortgage Loan that represents ___% of the entire principal balance
of the Subject Mortgage Loan ($____________).


 


2.        The defeasance was consummated on ____________, 20__.


 


3.        The defeasance was completed in all material respects in accordance with the conditions for defeasance specified in the Loan Documents
and in accordance with the Servicing Standard.


 


[Include
the following if there is pari passu or AB debt:


 


4.        In accordance with the Loan Documents, the defeasance occurred such that:


 


____
Promissory Notes [A-[__]][A] and [___] were defeased simultaneously in their entirety; or


 


____
Promissory Note [___] was paid off in full.]


 


5.                 
To the knowledge of the Master Servicer any other debt related to the Subject Mortgage Loan (including mezzanine debt, senior
secured debt, pari passu debt or subordinate secured debt was either paid off in full or defeased. Such debt consists of the following:
[Describe debt and holder of the debt and if it was paid off or defeased].


 


6.                 
The defeasance collateral consists only of one or more of the following: (i) direct debt obligations of the U.S. Treasury, (ii)
direct debt obligations of the Federal National Mortgage Association, (iii) direct debt obligations of the Federal Home Loan Mortgage


 



    DD-2


     


    

 


Corporation,
(iv) interest-only direct debt obligations of the Resolution Funding Corporation, (v) consolidated debt obligations of the Federal
Home Loan Bank or (vi) securities covered by the Federal Deposit Insurance Corporation’s (the “FDIC”)
Temporary Liquidity Guarantee Program (“TLGP”). Based upon a written report from an independent certified accountant,
such defeasance collateral consists of securities that (i) if they include a principal obligation, the principal due at maturity
cannot vary or change, (ii) provide for interest at a fixed rate and (iii) are not callable prior to their respective maturity
dates. In addition, if the defeasance collateral contains any TLGP securities, then:


 


		●	Such
                                         securities are eligible under TLGP;



 


		●	The
                                         master servicer (and the trustee, if it serves as the back-up advancing agent for the
                                         transaction) has waived its right to (i) collect interest on advances made on behalf
                                         of the borrower holding TLGP securities, and (ii) collect for expenses incurred in making
                                         demand on the FDIC;



 


		●	If
                                         the TLGP debt is to be used to satisfy a balloon payment, a reserve conforming to the
                                         criteria for eligible accounts was funded with a minimum of 90 days interest on the defeasance
                                         collateral to cover potential delays in receipt of the balloon payment;



 


		●	The
                                         TLGP securities mature before June 30, 2012; and



 


		●	The
                                         master servicer’s error and omissions insurance policy covers losses to the CMBS
                                         trust caused by the master servicer’s failure to make timely demand on the FDIC’s
                                         guarantee.



 


7.                 
After the defeasance, the defeasance collateral will be owned by an entity (the “Defeasance Obligor”) that:
(i) is the original Mortgagor, (ii) is a Single-Purpose Entity (as described in S&P’s criteria), (iii) is subject to
restrictions in its organizational documents substantially similar to those contained in the organizational documents of the original
Mortgagor with respect to bankruptcy remoteness and single purpose, (iv) has been designated as the Defeasance Obligor by the
originator of the Subject Mortgage Loan pursuant to the terms of the Loan Documents, or (v) has previously received confirmation
from Standard & Poor’s that the organizational documents of such Defeasance Obligor conform with applicable Standard
& Poor’s criteria. The Defeasance Obligor owns no assets other than defeasance collateral and (only in the case of the
original Mortgagor) real property securing one or more Mortgage Loans included in the pool under the Pooling and Servicing Agreement
(the “Pool”).


 


8.                 
If such Defeasance Obligor (together with its affiliates) holds more than one defeased loan, it does not (together with its affiliates)
hold defeased loans aggregating more than $35 Million or more than five percent (5%) of the aggregate certificate balance of the
Certificates, as of the date of the most recent Certificate Administrator’s Distribution Date Statement received by the
Master Servicer (the “Current Report”), except to the extent the Defeasance Obligor is of the type specified
in paragraph 7(v) above or the original Loan Documents do not limit the amount of defeased loans that it may hold.


 



    DD-3


     


    

 





9.                 
The defeasance documents require that the defeasance collateral be credited to an eligible account (as defined in S&P’s
criteria) that must be maintained as a securities account by a securities intermediary that is at all times an Eligible Institution
(as defined in S&P’s criteria). The securities intermediary may reinvest proceeds of the defeasance collateral only
in Permitted Investments (as defined in the Pooling and Servicing Agreement or as defined in the documents evidencing defeasance).


 


10.             
The securities intermediary is obligated to pay from the proceeds of the defeasance collateral, directly to the Master Servicer’s
collection account, all scheduled payments on the Subject Mortgage Loan or, in a partial defeasance, the portion of such scheduled
payments attributed to the allocated loan amount for the real property defeased including any defeasance premiums set forth in
the loan documents (the “Scheduled Payments”).


 


11.             
The Master Servicer received written confirmation from an independent certified public accountant stating that (i) revenues from
the defeasance collateral (without taking into account any earnings on reinvestment of such revenues) will be sufficient to timely
pay each of the Monthly Payments including the payment in full of the Subject Mortgage Loan (or the allocated portion thereof
in connection with a partial defeasance) on its Maturity Date (or, in the case of an ARD Loan, on its Anticipated Repayment Date),
(ii) except as otherwise disclosed in the written report from an independent certified public accountant, [and disclosed below,]
the revenues received in any month from the defeasance collateral will be applied to make Monthly Payments within four (4) months
after the date of receipt, (iii) the defeasance collateral is not callable prior to their respective maturity dates, and (iv)
interest income from the defeasance collateral to the Defeasance Obligor in any tax year will not exceed such Defeasance Obligor’s
interest expense for the Subject Mortgage Loan (or the allocated portion thereof in a partial defeasance) for such year, other
than in the year in which the Maturity Date or Anticipated Repayment Date will occur, when interest income will exceed interest
expense.


 


12.             
The Master Servicer received opinions of counsel that, subject to customary qualifications, (i) the defeasance will not cause
either Trust REMIC to fail to qualify as a REMIC for purpose of the Code, (ii) the agreements executed by the Mortgagor and the
Defeasance Obligor in connection with the defeasance are enforceable against them in accordance with their terms, [and] (iii)
the Trustee will have a perfected, first priority security interest in the defeasance collateral.


 


13.             
The agreements executed in connection with the defeasance (i) prohibit subordinate liens against the defeasance collateral, (ii)
provide for payment from sources other than the defeasance collateral of all fees and expenses of the securities intermediary
for administering the defeasance and the securities account and all fees and expenses of maintaining the existence of the Defeasance
Obligor, (iii) permit release of surplus defeasance collateral and earnings on reinvestment to the Defeasance Obligor only after
the Subject Mortgage Loan has been paid in full, (iv) include representations and/or covenants of the Mortgagor and/or securities
intermediary substantially as set forth on Exhibit B hereto, (v) provide for survival of such representations; and (vi) do not
permit waiver of such representations and covenants.


 


14.             
At the time of the defeasance of the Subject Mortgage Loan, the Subject Mortgage Loan is (x) not one of the ten largest Mortgage
Loans by Stated Principal Balance,


 



    DD-4


     


    

 


(y) a
Mortgage Loan with a Stated Principal Balance equal to or less than $35,000,000 and (z) a Mortgage Loan that represents less
than 5% of the Stated Principal Balance of all Mortgage Loans.


 


15.             
Copies of all material agreements, instruments, organizational documents, opinions of counsel, accountant’s report and other
items delivered in connection with the defeasance will be provided to you upon request.


 


16.             
The individual executing this notice is an authorized officer or a servicing officer of the Master Servicer. 


 


IN
WITNESS WHEREOF, the Master Servicer has caused this notice to be executed as of the date captioned above.


 




	 	[MASTER
                                         SERVICER]



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:


  




    DD-5


     


    

 


 


EXHIBIT
A


 


Exceptions





 




    DD-6


     


    

 


 


EXHIBIT
B


 


Sample
Perfected Security Interest Representations


 


General:


 


1.                 
[The defeasance agreements] create a valid and continuing security interest (as defined in the applicable UCC) in the [Collateral,
Securities Account and Deposit Account] in favor of the [Secured Party], which security interest is prior to all other [Liens],
and is enforceable as such as against creditors of and purchasers from [Debtor].


 


Note
that “Collateral” means securities, permitted investments and other assets credited to securities accounts.


 


1.                 
The [Deposit Account] constitutes a “deposit account” within the meaning of the applicable UCC.


 


2.                 
All of the [Collateral] has been and will have been credited to a [Securities Account]. The securities intermediary for the [Securities
Account] has agreed to treat all assets credited to the [Securities Account] as “financial assets” within the meaning
of the UCC.


 


Creation:


 


1.                 
The Defeasance Account Agreement provides that the Pledgee shall have “control” (as defined in the applicable UCC).


 


2.                 
[Debtor] has received all consents and approvals required by the terms of the [Collateral] to the transfer to the [Secured Party]
of its interest and rights in the [Collateral] hereunder.


 


Perfection:


 


1.                 
[Debtor] has caused or will have caused, within ten (10) days, the filing of all appropriate financing statements in the proper
filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest granted in the [Collateral,
Securities Account and Deposit Account] to the [Secured Party] hereunder.


 


2.                 
[Debtor] has delivered to[Secured Party] a fully executed agreement pursuant to which the securities intermediary or the account
bank has agreed to comply with all instructions originated by the [Secured Party] relating to the [Securities Account] or directing
disposition of the funds in the [Deposit Account] without further consent by the [Debtor].


 


3.                 
[Debtor] has taken all steps necessary to cause the securities intermediary to identify in its records the [Secured Party] as
the person having a security entitlement against the securities intermediary in the [Securities Account].


 


4.                 
To the extent a Deposit Account exists, [Debtor] has taken all steps necessary to cause [Secured Party] to become the account
holder of the [Deposit Account].


 






    DD-7


     


    

  


Priority:


 


1.                 
Other than the security interest granted to the [Secured Party] pursuant to this Agreement, [Debtor] has not pledged, assigned,
sold, granted a security interest in, or otherwise conveyed any of the [Collateral, Securities Account and Deposit Account]. [Debtor]
has not authorized the filing of and is not aware of any financing statements against [Debtor] that include a description of collateral
covering the [Collateral, Securities Account and Deposit Account] other than any financing statement relating to the security
interest granted to the [Secured Party] hereunder or that has been terminated. Debtor is not aware of any judgment or tax lien
filings against [Debtor].


 


2.                 
The [Securities Account and Deposit Account] are not in the name of any person other than the [Debtor] or the [Secured Party].
The [Debtor] has not consented to the securities intermediary of any [Securities Account] or the account bank of any [Deposit
Account] to comply with entitlement orders or instructions of any person other than the [Secured Party].


 




    DD-8


     


    

 


EXHIBIT
EE


 


[reserved]


 




    EE-1


     


    

 


EXHIBIT
FF-1


 


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(Century
Plaza Towers)


 


[Date]



 


	Wells
                                         Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        As
        Master Servicer

        Three
        Wells Fargo

        401
        South Tryon Street, 8th Floor

        MAC
        D1050-084 

        Charlotte,
        North Carolina 28202

        Attention:
        CPTS 2019-CPT Asset Manager

        Facsimile
        number: (704) 715-0036 

         

        With
        a copy by email to: 

        commercial.servicing@wellsfargo.com 

         

        with
        a copy to: 

         

        K&L
        Gates LLP

        Hearst
        Tower, 47th Floor

        214
        North Tryon Street

        Charlotte,
        North Carolina 28202

        Attention:
        Stacy G. Ackermann

        Reference:
        CPTS 2019-CPT

        Fax
        Number: (704) 353-3190

        Email:
        stacy.ackermann@klgates.com
	CWCapital
                                         Asset Management LLC

        As
Special Servicer

        7501
        Wisconsin Avenue, Suite 500 West

        Bethesda,
        Maryland 20814

        Attention:
        Legal Department (CPTS 2019-CPT) 

         

        with
        a copy to: 

         

        Email:
        CWCAMnoticesCPTS2019-CPT@cwcapital.com

         

	Wilmington
                                         Trust, National Association

        As
        Trustee

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – CPTS 2019-CPT

         

        with
        a copy to: 

         

        E-mail:
        cmbstrustee@wilmingtontrust.com
	Wells
                                         Fargo Bank, National Association

        As
        Certificate Administrator

        9062
        Old Annapolis Road

        Columbia,
        Maryland 21045

        Attention:
        Corporate Trust Services – CPTS 2019-CPT 

         

        with
        a copy to: 

         

        Facsimile
        number: (410) 715-2380

        E-mail:
        cts.cmbs.bond.admin@wellsfargo.com and

        trustadministrationgroup@wellsfargo.com

	Deutsche
    Mortgage & Asset Receiving Corporation	 



 



    FF-1-1


     


    

 





	

         

        As
        Depositor

        60
        Wall Street

        New
        York, New York 10005 

        Attention:
        Lainie Kaye 

         

        with
        a copy via e-mail to:

         

        E-mail:
        cmbs.requests@db.com 
	 


 


Re: CPTS
2019-CPT Mortgage Trust Commercial Mortgage Pass-Through Certificates  


 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of November 9, 2019 (the “CPTS 2019-CPT TSA”),
between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Wells Fargo Bank, National Association, as master servicer,
CWCapital Asset Management LLC, as special servicer, Wilmington Trust, National Association, as trustee, and Wells Fargo Bank,
National Association, as certificate administrator, as paying agent and as custodian. Capitalized terms used but not defined herein
shall have the meanings given to them in the CPTS 2019-CPT TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on 

    Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

    Serviced Companion Loan(s)
	Century
    Plaza Towers	Notes
    A-1-C1, A-1-C2


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be,


 



    FF-1-2


     


    

 


to
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the Companion
Loan Holders with respect to the Subject Serviced Companion Loans under the CPTS 2019-CPT TSA and the Co-Lender Agreement, respectively.
The wire instructions for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as
follows:


 


Bank:
PNC Bank, N.A.


Account
Name: Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust,
National Association, as Trustee, for the benefit of the registered holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-B15


Account
#: 1070001513


 


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


  





	B15
    Trustee:	Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        Fax
        number: (302) 636-4140 

        Email:
        cmbstrustee@wilmingtontrust.com

	B15
    Certificate Administrator:	Citibank,
                                         N.A.

        388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        Fax
        number: (212) 816-5527 

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com 

	B15
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,


10851
Mastin Street, Suite 700


Overland
Park, Kansas 66210


Attention:
Executive Vice President – Division Head


Fax
number: 1-888-706-3565 











 



    FF-1-3


     


    

 





		

        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 

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 6th Floor

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Fax
        number: (646) 328-2943

         

        with
        a copy to: 

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Raul Orozco

        Fax
        number: (347) 394-0898 

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number: (646) 862-8988 




 



    FF-1-4


     


    

 





	 	with
                                         electronic copies e-mailed to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com 






 





3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. 


 


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA. 


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P. 


 

	 	Very
                                         truly yours,



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 








    FF-1-5


     


    

 


EXHIBIT
FF-2


  


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(Harvey
Building Products)


 


[Date]


 


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

        As
        Master Servicer

        10851
        Mastin Street, Suite 700

        Building
        82, Suite 300

         

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head,

        Fax
        number: 1-888-706-3565

         

        Email:
        NoticeAdmin@midlandls.com

         

        with
        a copy to:

         

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

        As
        Special Servicer

        10851
        Mastin Street, Suite 700

        Building
        82, Suite 300

          

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head,

        Fax
        number: 1-888-706-3565

         

        Email:
        NoticeAdmin@midlandls.com 

         

        with
        a copy to: 

         

        Stinson
        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 

	Wells
                                         Fargo Bank, National Association

        9062
        Old Annapolis Road

        As
        Certificate Administrator and Trustee

        Columbia,
        Maryland 21045-1951

        Attention:
        Corporate Trust Services (CMBS)

        Benchmark
        2019-B14 Mortgage Trust

         

        with
        a copy to:

         

         

         

        Telecopy
        Number: (410) 715-2380

        

        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com 
	Pentalpha
                                         Surveillance LLC

        As
        Operating Advisor and the Asset Representations Reviewer

        375
        N. French Road, Suite 100

        Amherst,
        New York 14228

        Attention:
        Benchmark 2019-B14—Transaction Manager

        With
        a copy sent via email to:

        notices@pentalphasurveillance.com
        (with Benchmark 2019-B14 in the subject line)

         

        with
        a copy to: 

         

        Bass,
        Berry & Sims PLC

        150
        Third Avenue South

        Suite
        2800




 



    FF-2-1


     


    

 





	 	Nashville,
                                         Tennessee 37201





Email: jknight@bassberry.com





	J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp.

        As
        Depositor

        383
        Madison Avenue, 8th Floor

        New
        York, New York 10179

        Attention:
        Kunal K. Singh

        

        E-mail:
        US_CMBS_Notice@jpmorgan.com 

         

        with
        a copy to: 

         

        J.P.
        Morgan Chase Commercial Mortgage Securities Corp.

        4
        New York Plaza, Floor 21

        New
        York, New York 10004-2413

        Attention:
        SPG Legal 

        E-mail:
        US_CMBS_Notice@jpmorgan.com 
	 


 


		Re:	Benchmark
                                         2019-B14 Mortgage Trust, Commercial Mortgage Pass-Through

                                         Certificates,
                                         Series 2019-B14	 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Benchmark 2019-B14 PSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells
Fargo Bank, National Association, as certificate administrator and trustee, and Pentalpha Surveillance LLC, as operating advisor
and asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Benchmark 2019-B14 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 



    FF-2-2


     


    

 





	Name
    of Mortgage Loan as identified on 

    Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

    Serviced Companion Loan(s)
	Harvey
    Building Products	Note
    A-3


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the
Subject Serviced Companion Loans under the Benchmark 2019-B14 PSA and the Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





Account
Name:        Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15 


Account
#: 1070001513


 


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B15
    Trustee:	Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com

	B15
    Certificate Administrator:	Citibank,
                                         N.A.


388
Greenwich Street


New
York, New York 10013


Attention:
Citibank Agency & Trust - Benchmark 2019-B12








 



    FF-2-3


     


    

 





	 	Fax
                                         number: (212) 816-5527

                                                                                                                                                                                   


and
with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com 





	B15
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        1201
        Walnut Street, Suite 2900

        Kansas
        City, Missouri 64106-2150

        Attention:
        Kenda K. Tomes

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA) 

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to 

        cmbs.notices@parkbridgefinancial.com 

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.





388
Greenwich Street, 6th Floor


New
York, New York 10013


Attention:
Richard Simpson


Fax
number: (646) 328-2943

 


with
a copy to:

 


Citigroup
Commercial Mortgage Securities Inc.


390
Greenwich Street, 5th Floor 








 



    FF-2-4


     


    

 





		
        New
        York, New York 10013

        Attention:
        Raul Orozco

        Fax
        number: (347) 394-0898 

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com



 





3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


  


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA. 


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P. 


 

	 	Very
                                         truly yours,



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:





 


[To
come.]


 




    FF-2-5


     


    

EXHIBIT
FF-3


 


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(City
Hyde Park)


 


[Date]





 


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

        As
        Master Servicer

        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
	CWCapital
                                         Asset Management LLC

        As
        Special Servicer

        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

	Wells
                                         Fargo Bank, National Association

        As
        Trustee and the Certificate Administrator

        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.
	Park
                                         Bridge Lender Services LLC

        As
        Operating Advisor

        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

        As
        Depositor

        60
        Wall Street

        New
        York, New York 10005

        Attention:
        Lainie Kaye

         

        with
        a copy via email to: 

        
	 



 



    FF-4-1


     


    

 





	cmbs.requests@db.com

                                                                                                                 


with
a copy to:

 


Cadwalader,
Wickersham & Taft LLP


200
Liberty Street


New
York, New York 10281


Attention:
Anna H. Glick 




	 


 


		Re:	Benchmark
                                         2019-B13 Mortgage Trust, Commercial Mortgage Pass-Through

                                         Certificates,
                                         Series 2019-B13	 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Benchmark 2019-B13 PSA”),
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. Capitalized terms used but not defined herein shall
have the meanings given to them in the Benchmark 2019-B13 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on 

    Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

    Serviced Companion Loan(s)
	City
    Hyde Park	Note
    A-2-B, Note A-3


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan


 



    FF-4-2


     


    

 


Services,
a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the B15 PSA, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the Companion Loan Holders with respect to the Subject Serviced Companion Loans under
the Benchmark 2019-B13 PSA and the Intercreditor Agreement, respectively. The wire instructions for Midland Loan Services, a Division
of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.


Account
Name:        Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15


Account
#: 1070001513


 


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B15
    Trustee:	Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com

	B15
    Certificate Administrator:	Citibank,
                                         N.A.

        388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

	B15
    Master Servicer and B12 Special 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 




 



    FF-4-3


     


    

 





	 	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


 


and
with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)








	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to 

        cmbs.notices@parkbridgefinancial.com 

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 6th Floor

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Fax
        number: (646) 328-2943 

         

        with
        a copy to: 

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Raul Orozco

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor 




 



    FF-4-4


     


    

 





	 	Fax
                                         number: (646) 862-8988


 


with
electronic copies e-mailed to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com







 


  


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


  


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


  


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


   

	 	Very
                                         truly yours,



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:






 




    FF-4-5


     


    

 


EXHIBIT
FF-4


  


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(Tysons
Tower)


 


[Date]

 


	Banc
                                         of America Merrill Lynch Commercial Mortgage Inc.

        As
        Depositor

        One
        Bryant Park

        NY-100-11-07

        New
        York, New York 10036

        Attention:
        Leland F. Bunch, III

        Facsimile:
        (646) 855-5044

         

        with
        a copy to: 

         

        W.
        Todd Stillerman, Esq.

        Associate
        General Counsel & Director

        Bank
        of America Merrill Lynch Legal Department

        214
        North Tryon Street, 17th Floor, NC1-027-17-05

        Charlotte,
        North Carolina 28255

        Facsimile:
        (404) 736-2127

         

        and
        with a copy to:

         

        Cadwalader,
        Wickersham & Taft LLP

        227
        West Trade Street

        Charlotte,
        North Carolina 28202

        Attention:
        Henry A. LaBrun, Esq.

        Facsimile:
        (704) 348-5200
	Wells
                                         Fargo Bank, National Association

        Commercial
        Mortgage Servicing

        As
        Master Servicer

        401
        South Tryon Street, 8th Floor

        MAC
        D1050-084

        Charlotte,
        North Carolina 28202

        Attention:
        BANK 2019-BNK21 Asset Manager

        Facsimile
        number: (704) 715-0036 

        Email:
        commercial.servicing@wellsfargo.com

          

        with
        a copy to: 

         

        K&L
        Gates LLP

        Hearst
        Tower, 47th Floor

        214
        North Tryon Street

        Charlotte,
        North Carolina 28202

        Attention:
        Stacy G. Ackermann

        Reference:
        BANK 2019-BNK21

	Rialto
                                         Capital Advisors, LLC


As
Special Servicer


200
S. Biscayne Blvd, Suite 3550


Miami,
Florida 33131


Attention:
Liat Heller


Facsimile
number: (305) 229-6425


E-mail:
liat.heller@rialtocapital.com 

 


with
a copy to: 


 


Jeff
Krasnoff




	Wells
                                         Fargo Bank, National Association


As
Certificate Administrator


9062
Old Annapolis Road 


Columbia,
Maryland 21045


Attention:
Corporate Trust Services – BANK 2019-BNK21 

 


with
a copy to: 


 


cts.cmbs.bond.admin@wellsfargo.com 


trustadministrationgroup@wellsfargo.com







 



    FF-4-1


     


    

 





	 

        Facsimile
        number: (305) 229-6425

        E-mail:
        jeff.krasnoff@rialtocapital.com;

         

        and
        with a copy to: 

         

        Niral
        Shah

        Facsimile
        number: (305) 229-6425

        Email:
        niral.shah@rialtocapital.com; 

         

        and
        with a copy to: 

         

        Adam
        Singer

        Facsimile
        number: (305) 229-6425

        Email:
        adam.singer@rialtocapital.com
	

         

	Wilmington
                                         Trust, National Association

        As
        Trustee

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee BANK 2019-BNK21 

         

        with
        a copy to: 

         

        CMBSTrustee@wilmingtontrust.com

        Facsimile
        No.: (302) 636-4140

         
	Park
                                         Bridge Lender Services LLC

        As
        Operating Advisor and as Asset Representations Reviewer

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        BANK 2019-BNK21 - Surveillance Manager (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         



 


		Re:	Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-BNK21 	 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “BANK 2019-BNK21 PSA”),
among Banc of America Merrill Lynch Commercial Mortgage Inc., as Depositor, Wells Fargo Bank, National Association, as Master
Servicer, Rialto Capital Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator,
Wilmington Trust, National Association, as Trustee, and Park Bridge Lender Services LLC, as Operating Advisor and as Asset Representations
Reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the BANK 2019-BNK21 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the


 



    FF-4-2


     


    

 


“B15
Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15 Trust”) was established
and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as of December 18, 2019 (the “Closing
Date”), including the following Companion Loans (the “Subject Serviced Companion Loans”):


 


	Name
    of Mortgage Loan as identified on 

    Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

    Serviced Companion Loan(s)
	Tysons
    Tower	Note
    A-5, Note A-7


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are
directed to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the
B15 PSA, all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan
Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all reports, statements,
documents, communications and other information that are to be forwarded, delivered or otherwise made available to the
Companion Loan Holders with respect to the Subject Serviced Companion Loans under the BANK 2019-BNK21 PSA and the
Intercreditor Agreement, respectively. The wire instructions for Midland Loan Services, a Division of PNC Bank, National
Association, as B15 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.


Account
Name:        Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15


Account
#: 1070001513


 


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B15
    Trustee:	Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com




 



    FF-4-3


     


    

 





	B15
    Certificate Administrator:	Citibank,
                                         N.A.

        388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

	B15
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        1201
        Walnut Street, Suite 2900 

        Kansas
        City, Missouri 64106-2150

        Attention:
        Kenda K. Tomes 

        Fax
        number: (816) 412-9338

         

        and with respect to
        e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com, solely
        with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to

        cmbs.notices@parkbridgefinancial.com

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.


388
Greenwich Street, 6th Floor


New
York, New York 10013


Attention:
Richard Simpson


Fax
number: (646) 328-2943







 



    FF-4-4


     


    

 





		
        

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Raul Orozco

        Fax
        number: (347) 394-0898

         

        with
        a copy to: 

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        


Fax
number: (646) 862-8988


 


with
electronic copies e-mailed to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com  




 


   


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


  


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


  


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


  

	 	Very
                                         truly yours,



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 




    FF-4-5


     


    

 


EXHIBIT
FF-5


  


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(Legends
at Village West)


 


[Date]





 


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

        As
        Master Servicer

        10851
        Mastin Street, Suite 700

        Building
        82, Suite 300 

         

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head,

        Fax
        number: 1-888-706-3565 

         

        Email:
        NoticeAdmin@midlandls.com

         

        with
        a copy to:

         

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

        As
        Special Servicer

        10851
        Mastin Street, Suite 700

        Building
        82, Suite 300 

         

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head,

        Fax
        number: 1-888-706-3565

         

        Email:
        NoticeAdmin@midlandls.com 

         

        with
        a copy to:

         

        Stinson
        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 

	Wells
                                         Fargo Bank, National Association

        9062
        Old Annapolis Road

        As
        Certificate Administrator and Trustee

        Columbia,
        Maryland 21045-1951

        Attention:
        Corporate Trust Services (CMBS)

        Benchmark
        2019-B14 Mortgage Trust 

         

        with
        a copy to:

          

        

        Telecopy
Number: (410) 715-2380 

        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com 
	Pentalpha
                                         Surveillance LLC

        As
        Operating Advisor and the Asset Representations Reviewer

        375
        N. French Road, Suite 100

        Amherst,
        New York 14228

        Attention:
        Benchmark 2019-B14—Transaction Manager

        With
        a copy sent via email to: notices@pentalphasurveillance.com (with Benchmark 2019-B14 in the subject line)

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        150
        Third Avenue South

        Suite
        2800

         

        

         




 



    FF-5-1


     


    

 





	 	Nashville,
                                         Tennessee 37201

                                                         Email:
                                         jknight@bassberry.com


	J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp.

        As
        Depositor

        383
        Madison Avenue, 8th Floor

        New
        York, New York 10179

        Attention:
        Kunal K. Singh

        E-mail:
        US_CMBS_Notice@jpmorgan.com 

         

        with
        a copy to: 

         

        J.P.
        Morgan Chase Commercial Mortgage Securities Corp. 

        4
        New York Plaza, Floor 21

        New
        York, New York 10004-2413

        Attention:
        SPG Legal

        E-mail:
        US_CMBS_Notice@jpmorgan.com
	



 

		Re:	Benchmark
                                         2019-B14 Mortgage Trust, Commercial Mortgage Pass-Through

                                         Certificates,
                                         Series 2019-B14	 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Benchmark 2019-B14 PSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells
Fargo Bank, National Association, as certificate administrator and trustee, and Pentalpha Surveillance LLC, as operating advisor
and asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Benchmark 2019-B14 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 



    FF-5-2


     


    

 





	Name
    of Mortgage Loan as identified on 

    Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject 

    Serviced Companion Loan(s)
	Legends
    at Village West	Note
    A-3


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the
Subject Serviced Companion Loans under the Benchmark 2019-B14 PSA and the Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.


Account
Name:        Midland Loan Services, a Division of PNC Bank, National Association, as Master
Servicer, on behalf of Wilmington Trust, National Association, as Trustee, for the benefit of the registered holders of Benchmark
2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15


Account
#: 1070001513


 


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B15
    Trustee:	Wilmington
                                         Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com

	B15
    Certificate Administrator:	Citibank,
                                         N.A.

        388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12




 



    FF-5-3


     


    

 





	 	Fax
                                         number: (212) 816-5527

                                                                                 

                                                                                and
                                         with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

	B15
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Fax
        number: 1-888-706-3565

         

        with
        a copy to: 

         

        Stinson
        LLP

        1201
        Walnut Street, Suite 2900

        Kansas
        City, Missouri 64106-2150

        Attention:
        Kenda K. Tomes

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        600
        Third Avenue, 40th floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to 

        cmbs.notices@parkbridgefinancial.com

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 6th Floor

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Fax
        number: (646) 328-2943

         

        with
        a copy to: 

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor 




 



    FF-5-4


     


    

 





	 	New
                                         York, New York 10013 


Attention:
Raul Orozco 


Fax
number: (347) 394-0898

 


with
a copy to:


 


Citigroup
Commercial Mortgage Securities Inc. 


388
Greenwich Street, 17th Floor 


New
York, New York 10013 


Attention:
Ryan M. O’Connor 


Fax
number: (646) 862-8988


 


with
electronic copies e-mailed to:


 


Richard
Simpson at richard.simpson@citi.com and

Ryan M. O’Connor at ryan.m.oconnor@citi.com 







 


  


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


  


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


  


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


  

	 	Very
                                         truly yours,



	 	 	 
	 	By:	
	 	 	Name:
	 	 	Title:



 




    FF-5-5


     


    







EXHIBIT
FF-6





 


FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(Elston
Retail Collection)


 


[Date]



 





	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

         

        with
        a copy to:

         

        Cadwalader,
        Wickersham & Taft LLP

        200
        Liberty Street

        New
        York, New York 10281

        Attention:
        Anna H. Glick
	Midland
        Loan Services, a Division of PNC Bank, National Association

        As
        Master Servicer

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

         

        Facsimile:
        (888) 706-3565

         

        with
        a copy to:

         

        Eversheds
        Sutherland (US) LLP

        700
        Sixth Street, NW, Suite 700

        Washington,
        DC 20001

        Attention:
        Lisa A. Rosen

        Facsimile:
        (202) 637-3593

        Email:
        lisarosen@eversheds-sutherland.com

	Rialto
        Capital Advisors, LLC

                    As Special Servicer

        Southeast Financial Center

        200 S. Biscayne Blvd, Suite 3550

        Miami, Florida 33131

        Attention: Liat Heller

        Facsimile number: (305) 229-6425

        Email: liat.heller@rialtocapital.com 

        with
        copies to: 

        Jeff
        Krasnoff

        Facsimile number: (305) 229-6425

        Email: jeff.krasnoff@rialtocapital.com

        Niral
        Shah

        Facsimile number: (305) 229-6426

        Email: niral.shah@rialtocapital.com

        	Wells
        Fargo Bank, National Association

        As
        Trustee and Certificate 

        Administrator

        9062
        Old Annapolis Road

        Columbia,
        Maryland 21045-1951

        Attention:
        Corporate Trust Services (CMBS) – COMM 2019-GC44

         

        with
        copies to:

         

        cts.cmbs.bond.admin@wellsfargo.com;
        and

        trustadministrationgroup@wellfargo.com.




 


Adam Singer


 






    FF-6-1 


     

    

 





	Facsimile number: (305) 229-6425

    Email: adam.singer@rialtocapital.com	 
	Park
                                     Bridge Lender Services LLC

        As
        Operating Advisor

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        COMM 2019-GC44 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email 

to:

        cmbs.notices@parkbridgefinancial.com
	 









 


		Re:	COMM 2019-GC44 Mortgage Trust Commercial Mortgage Pass-Through 
	 	 	Certificates,
                                         Series 2019-GC44	 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “COMM 2019-GC44 PSA”),
between Deutsche Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Rialto Capital Advisors, 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. Capitalized terms used but not defined herein shall have
the meanings given to them in the COMM 2019-GC44 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	Elston
    Retail Collection	Note
    A-2



 





    FF-6-2 


     

    

 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the
Subject Serviced Companion Loans under the COMM 2019-GC44 PSA and the Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.


		Account
                               Name:	Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B15



Account
#: 1070001513


 


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 





	B15
    Trustee:	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com

	B15
    Certificate Administrator:	Citibank,
        N.A.

        388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 

        PSA, at ratingagencynotice@citi.com




 






    FF-6-3 


     

    

 


	B15
    Master Servicer and B12 Special Servicer:	Midland
        Loan Services, a Division of PNC Bank, 

        National Association,

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        1201
        Walnut Street, Suite 2900

        Kansas
        City, Missouri 64106-2150

        Attention:
        Kenda K. Tomes

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to 

        cmbs.notices@parkbridgefinancial.com

	B15
    Depositor	Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 6th Floor

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Raul Orozco

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

        

        



 






    FF-6-4 


     

    

 


	 	Citigroup
                                         Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com 

and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com





  


3.         The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.         Enclosed
herewith is a copy of an executed version of the B15 PSA.


 


5.         As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


 





	 	Very truly yours,

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    FF-6-5 


     

    

 


EXHIBIT
FF-7


 





FORM
OF NOTICE REGARDING OUTSIDE  


SERVICED
MORTGAGE LOAN 


(600
& 620 National Avenue)


 


[Date]


 






	UBS
        Commercial Mortgage Securitization Corp.

        As
        Depositor

        1285
        Avenue of the Americas

        New
        York, New York 10019

        Attention:
        Nicholas Galeone

        E-mail:
        nicholas.galeone@ubs.com

         

        with
        a copy to:

         

        UBS
        Business Solutions LLC

        1285
        Avenue of the Americas

        New
        York, New York 10019

        Attention:
        Chad Eisenberger, Executive Director & Counsel

         

        and
        a copy to:

         

        Cadwalader,
        Wickersham & Taft LLP

        One
        World Financial Center

        New
        York, New York

        Attention:
        Frank Polverino, Esq.

        Facsimile:
        (212) 504-6666
	Wells
        Fargo Bank, National Association,

        Commercial
        Mortgage Servicing

        As
        Master Servicer

        Three
        Wells Fargo

        MAC
        D1050-084

        401
        South Tryon Street, 8th Floor

        Charlotte,
        North Carolina 28202

        Attention:
        UBS 2019-C17 Asset Manager

        Email:
        commercial.servicing@wellsfargo.com

         

        with
        a copy to:

         

        K&L
        Gates LLP

        Hearst
        Tower, 47th Floor

        214
        North Tryon Street

        Charlotte,
        North Carolina 28202

        Attention:
        Stacy G. Ackermann

        Facsimile
        Number: (704) 353-3190

	Rialto
        Capital Advisors, LLC

        As
        Special Servicer

        200
        S. Biscayne Blvd., Suite 3550

        Miami,
        Florida 33131

        Attention:
        Liat Heller

        Facsimile
        number: (305) 229-6425

        E-mail:
        liat.heller@rialtocapital.com

         

        with
        copies to:

         

        Jeff
        Krasnoff

        Facsimile
        number: (305) 229-6425

        E-mail:
        jeff.krasnoff@rialtocapital.com;

         

        Niral
        Shah

        	Wells
        Fargo Bank, National Association

        As
        Certificate Administrator

        9062
        Old Annapolis Road

        Columbia,
        Maryland 21045

        Attention:
        Corporate Trust Services: UBS 2019-C1




 






    FF-7-1 


     

    

 


	Facsimile
                                         number: (305) 229-6425

        E-mail:
        niral.shah@rialtocapital.com;

         

        Adam
        Singer

        facsimile
        number: (305) 229-6425

        E-mail:
        adam.singer@rialtocapital.com
	 
	Wilmington
        Trust, National Association

        As
        Trustee

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee UBS 2019-C17
	Pentalpha
        Surveillance LLC

        As
        Operating Advisor and Asset Representations Reviewer

        375
        N. French Road, Suite 100

        Amherst,
        New York, 14228

        Attention:
        UBS 2019-C17 Transaction Manager

        With
        a copy sent via e-mail to: 

notices@pentalphasurveillance.com with UBS 2019-C17 in the subject line

         

        with
        a copy to:

         

        Bass,
        Berry & Sims PLC

        150
        Third Avenue South

        Suite
        2800

        Nashville,
        Tennessee 37201

        Attention:
        Jay H. Knight

        E-mail:
        jknight@bassberry.com








 


		Re:	Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-C17 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “UBSCM 2019-C17 PSA”),
among UBS Commercial Mortgage Securitization Corp., as depositor, Wells Fargo Bank, National Association, as master servicer,
Rialto Capital Advisors, LLC as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington
Trust, National Association, as Trustee, and Pentalpha Surveillance LLC, as operating advisor and as asset representations Reviewer.
Capitalized terms used but not defined herein shall have the meanings given to them in the UBSCM 2019-C17 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the


 



    FF-7-2 


     

    

 


“B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	600
    & 620 National Avenue	Note
    A-2-1-B, Note A-2-2-B, A-2-3



 

The
undersigned hereby notifies you that, as of the Closing Date:


 


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the
Subject Serviced Companion Loans under the UBSCM 2019-C17 PSA and the Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





		Account
                              Name:	Midland
Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association,
as Trustee, for the benefit of the registered holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B15



Account
#: 1070001513


 


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 





	B15
    Trustee:	Wilmington
        Trust, National Association

        1100
        North Market Street

        Wilmington,
        Delaware 19890

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        Fax
        number: (302) 636-4140

        Email:
        cmbstrustee@wilmingtontrust.com




 






    FF-7-3 


     

    

 


	B15
    Certificate Administrator:	Citibank,
        N.A.

        388
        Greenwich Street

        New
        York, New York 10013

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        Fax
        number: (212) 816-5527

         

        and
        with respect to e-mail pursuant to the B12 

PSA, at ratingagencynotice@citi.com

	B15
    Master Servicer and B12 Special Servicer:	Midland
        Loan Services, a Division of PNC Bank, 

National Association,

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division Head

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

         

        Stinson
        LLP

        1201
        Walnut Street, Suite 2900

        Kansas
        City, Missouri 64106-2150

        Attention:
        Kenda K. Tomes

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
        Bridge Lender Services LLC

        600
        Third Avenue, 40th floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

	B15
    Depositor	Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 6th Floor

        New
        York, New York 10013

        Attention:
        Richard Simpson

        Fax
number: (646) 328-2943 

        



 






    FF-7-4 


     

    

 


	 	with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        390
        Greenwich Street, 5th Floor

        New
        York, New York 10013

        Attention:
        Raul Orozco

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        388
        Greenwich Street, 17th Floor

        New
        York, New York 10013

        Attention:
        Ryan M. O’Connor

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:

         

        Richard
        Simpson at richard.simpson@citi.com 

and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com








 





3.         The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 





4.         Enclosed
herewith is a copy of an executed version of the B15 PSA.


 


5.         As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


 


	 	Very truly yours,

        
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 






    FF-7-5 


     

    






 


EXHIBIT
FF-8


 


FORM
OF NOTICE REGARDING OUTSIDE 


 SERVICED
MORTGAGE LOAN





(The
Essex)


 


[Date]


 


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

        

        As
        Master Servicer 

        10851
        Mastin Street, Suite 700

        

        Building
        82, Suite 300

         

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head,

        

        Fax
        number: 1-888-706-3565

         

        Email:
        NoticeAdmin@midlandls.com

         

        

        with
        a copy to:

         

        Stinson
        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

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

        

        As
        Special Servicer

        

        10851
        Mastin Street, Suite 700

        

        Building
        82, Suite 300

          

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head,

        

        Fax
        number: 1-888-706-3565

          

        Email:
        NoticeAdmin@midlandls.com

         

        with
        a copy to:

         

        Stinson
        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

        

	Wells
                                         Fargo Bank, National Association

        

        9062
        Old Annapolis Road

        

        As
        Certificate Administrator and Trustee

        

        Columbia,
        Maryland 21045-1951

        

        Attention:
        Corporate Trust Services (CMBS)

        

        Benchmark
        2019-B14 Mortgage Trust

         

        with
        a copy to:

          

        Telecopy
        Number: (410) 715-2380

        

        E-Mail:
        cts.cmbs.bond.admin@wellsfargo.com, and to

        trustadministrationgroup@wellsfargo.com

         
	Pentalpha
                                         Surveillance LLC

        

        As
        Operating Advisor and the Asset Representations Reviewer

        

        375
        N. French Road, Suite 100

        

        Amherst,
        New York 14228

        

        Attention:
        Benchmark 2019-B14—

        Transaction
        Manager

        

        With
        a copy sent via email to:

        notices@pentalphasurveillance.com
        (with

        Benchmark
        2019-B14 in the subject line)

          

        with
        a copy to:

          

        Bass,
        Berry & Sims PLC

        

        150
        Third Avenue South

        

        Suite
        2800

        

        Nashville,
        Tennessee 37201

        

        

        




 






     FF-8-1


     

    

 


	J.P.
                                         Morgan Chase Commercial Mortgage Securities Corp.

        

        As
        Depositor

        

        383
        Madison Avenue, 8th Floor

        

        New
        York, New York 10179

        

        Attention:
        Kunal K. Singh

        

        E-mail:
        US_CMBS_Notice@jpmorgan.com

          

        with
        a copy to:

         

        

        J.P.
        Morgan Chase Commercial Mortgage Securities Corp.

        

        4
        New         York Plaza, Floor 21

        

        New
        York, New York 10004-2413

        

        Attention:
        SPG Legal

        

        E-mail:
        US_CMBS_Notice@jpmorgan.com

         
	Email:
    jknight@bassberry.com


 


		Re:	Benchmark
                                         2019-B14 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B14



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Benchmark 2019-B14 PSA”),
between J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National
Association, as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells
Fargo Bank, National Association, as certificate administrator and trustee, and Pentalpha Surveillance LLC, as operating advisor
and asset representations reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the
Benchmark 2019-B14 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 






     FF-8-2


     

    

 


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	The
    Essex	Note
    A-1-2


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.         Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the
Subject Serviced Companion Loans under the Benchmark 2019-B14 PSA and the Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:


  


Bank:
PNC Bank, N.A.


		Account
                                         Name:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf
                                         of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
                                         holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15



 


Account
#: 1070001513


 


2.         The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


  


	B15
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B15
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        




 






     FF-8-3


     

    

 


	 	Fax
                                         number: (212) 816-5527

                                                                                 

                                                                                and
                                         with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

                                                                                

	B15
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700 

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head 

        Fax
        number: 1-888-706-3565

        

         

        with
        a copy to:

        

         

        Stinson
        LLP 

        1201
        Walnut Street, Suite 2900

        

        Kansas
        City, Missouri 64106-2150 

        Attention:
        Kenda K. Tomes

        

        Fax
        number: (816) 412-9338

         

        and
        with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with a copy to AskMidland@midlandls.com,
        solely with respect to notices under Section 12.06 and Section 12.13 of the B12 PSA)

        

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC 

        600
        Third Avenue, 40th floor

        

        New
        York, New York 10016 

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

        

         

        with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

        

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc. 

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013 

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943 

         

        

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        



 






     FF-8-4


     

    

 


		

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

        

        

         

        with
        a copy to:

        

        

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

        

         

        

        with
        electronic copies e-mailed to:

        

         

        

        Richard
        Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com

        




 


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


 


	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








 




     FF-8-5


     

    

 


EXHIBIT
FF-9


  


FORM
OF NOTICE REGARDING OUTSIDE 





SERVICED
MORTGAGE LOAN





(Osborn
Triangle)


 


[Date]



 


	J.P.
                                         Morgan Chase Commercial Mortgage

                                         Securities Corp.

        

        As
        Depositor

        

        383
        Madison Avenue, 8th Floor

        

        New
        York, New York 10179

        

        Attention:
        Kunal K. Singh

        

        E-mail:
        US_CMBS_Notice@jpmorgan.com

         

        with
        a copy to:

         

        J.P.
        Morgan Chase Commercial Mortgage Securities Corp.

        

        4
        New York Plaza, Floor 21

        

        New
        York, NY 10004-2413

        

        Attention:
        SPG Legal

        

        E-mail:
        US_CMBS_Notice@jpmorgan.com
Situs Holdings, LLC	KeyBank
                                         National Association

        

        As
        Servicer

        

        11501
        Outlook Street, Suite 300

        

        Overland
        Park, Kansas 66211

        

        Attention:
        Michael Tilden

        

        Facsimile:
        (877) 379-1625

        

        Email:
        michael_a_tilden @keybank.com

        

         

        with
        a copy to:

        

         

        Polsinelli

        

        900
        West 48th Place, Suite 900

        

        Kansas
        City, Missouri 64112

        

        Attention:
        Kraig Kohring

        

        Facsimile:
        (816) 753-1536

        

        Email:
        kkohring@polsinelli.com

        

	

        

        As
        Special Servicer

        

        101
        Montgomery Street, Suite 2250

        

        San
        Francisco, California 94104

        

        Attention:
        Stacey Ciarlanti

        

        E-mail:
        stacey.ciarlanti@situs.com

         

        

        with
        a copy to:

        

         

        Situs
        Group, LLC

        

        5065
        Westheimer, Suite 700E

        

        Houston,
        Texas 77056

        

        Attention:
        Legal Department

        

        E-mail:
        legal@situs.com;

        
	Wells
                                         Fargo Bank, National Association

        

        As
        Certificate Administrator

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services (CMBS) – JPMCC 2019-OSB

         

        with
        a copy to:

         

        Facsimile:
        (410) 715-2380

        

        E-mail:

        trustadministrationgroup@wellsfargo.com

        and

        

        cts.cmbs.bond.admin@wellsfargo.com

        

	Wells
                                         Fargo Bank, National Association

        

        As
        Trustee

        

        9062
        Old Annapolis Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services (CMBS) – Osborn Triangle - 2019-OSB

         

        with
        a copy to:

        

        
	Park
                                         Bridge Lender Services LLC

        

        As
        Operating Advisor 

        600
        Third Avenue, 40th Floor

        

        New
        York, New York 10016

        

        Attention:
        JPMCC 2019-OSB – Surveillance Manager

        

         

        with
        a copy sent contemporaneously to :

        



 






     FF-9-1


     

    

  


	Fax
                                         Number: (410) 715-2380

                       E
                       Mail:                        cts.cmbs.bond.admin@wellsfargo.com, and to 

                       trustadministrationgroup@wellsfargo.com,except
                       as otherwise set forth herein
	cmbs.notices@parkbridgefinancial.com 



 


		Re:	J.P.
                                         Morgan Chase Commercial Mortgage Securities Trust 2019-OSB Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-OSB 



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Trust and Servicing Agreement, dated as of June 13, 2019 (the “JPMCC 2019-OSB TSA”),
among J.P. Morgan Chase Commercial Mortgage Securities Corp., as Depositor, KeyBank National Association, as Servicer, Situs Holdings,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Certificate Administrator and as Trustee, and Park Bridge
Lender Services LLC, as Operating Advisor. Capitalized terms used but not defined herein shall have the meanings given to them
in the Benchmark 2019-B14 JPMCC 2019-OSB TSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	Osborn
    Triangle	Note
    A-5-1-A


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.         Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information


 






     FF-9-2


     

    

 


that
are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the Subject Serviced
Companion Loans under the JPMCC 2019-OSB TSA and the Co-Lender Agreement, respectively. The wire instructions for Midland Loan
Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:  


 


Bank:
PNC Bank, N.A.


		Account
                                         Name:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf
                                         of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
                                         holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15






Account
#: 1070001513


 


2.         The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


  


	B15
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

        

	B15
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

        

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

        

	B15
    Master Servicer and B12 Special Servicer:	Midland
                                         Loan Services, a Division of PNC Bank, National Association,

        

        10851
        Mastin Street, Suite 700

        

        Overland
        Park, Kansas 66210

        

        Attention:
        Executive Vice President – Division Head

        

        Fax
        number: 1-888-706-3565

         

        with
        a copy to:

        




 






     FF-9-3


     

    

 


	 	Stinson
                                         LLP

                                                                              

                                                                              1201
                                         Walnut Street, Suite 2900

                                                                              Kansas
                                         City, Missouri 64106-2150

                                                                              Attention:
                                         Kenda K. Tomes

                                                                              Fax
                                         number: (816) 412-9338

                                                                               

                                                                              and
                                         with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with
                                         a copy to AskMidland@midlandls.com, solely with respect to notices under Section 12.06
                                         and Section 12.13 of the B12 PSA)

                                                                              

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        

        600
        Third Avenue, 40th floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

         

        with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

        

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

         

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

          

        with
        a copy to:

          

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        Fax
        number: (646) 862-8988

         

        with
        electronic copies e-mailed to:


        



 


 






     FF-9-4


     

    

 


		Richard
                                         Simpson at richard.simpson@citi.com and

                                                   Ryan
                                         M. O’Connor at ryan.m.oconnor@citi.com




 


  


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


  


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


 





5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


 





	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




     FF-9-5


     

    

 


EXHIBIT
FF-10


  


FORM
OF NOTICE REGARDING OUTSIDE 


SERVICED
MORTGAGE LOAN


(Sunset
North)


 


[Date]

 


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

        

        As
        Master Servicer

        

        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

         
	CWCapital
                                         Asset Management LLC

        

        As
        Special Servicer

        

        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

        

	Wells
                                         Fargo Bank, National Association

        

        As
        Trustee and the Certificate Administrator

        

        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.

        
	Park
                                         Bridge Lender Services LLC

        

        As
        Operating Advisor

        

        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

        

        As
        Depositor

         60
        Wall Street

        

        New
        York, New York 10005

        

        Attention:
        Lainie Kaye

         

        with
        a copy via email to:

        

        
	


  



     FF-12-1


     

    

 





	cmbs.requests@db.com

                        

                       with
                       a copy to:

                         

                       Cadwalader,
                       Wickersham & Taft LLP

                       200
                       Liberty Street

                       New
                       York, New York 10281

                       Attention:
                       Anna H. Glick
	 



 


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



 


Ladies
and Gentlemen:


 


Reference
is hereby made to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Benchmark 2019-B13 PSA”),
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. Capitalized terms used but not defined herein shall
have the meanings given to them in the Benchmark 2019-B13 PSA.


 


The
undersigned is the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15
PSA”), between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”),
Midland Loan Services, a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master
Servicer”) and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “B15 Operating Advisor”) and asset representations
reviewer (in such capacity, the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator
(in such capacity, the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee
(in such capacity, the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15
Trust”) was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as
of December 18, 2019 (the “Closing Date”), including the following Companion Loans (the “Subject Serviced
Companion Loans”):


 


	Name
    of Mortgage Loan as identified on Mortgage Loan Schedule	Promissory
    Note(s) Evidencing Subject Serviced Companion Loan(s)
	Sunset
    North	Note
    A-4


 


The
undersigned hereby notifies you that, as of the Closing Date:


 


1.         Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan


 



     FF-12-2


     

    

 


Services,
a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts payable to, and to forward, deliver
or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer under the B15 PSA, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the Companion Loan Holders with respect to the Subject Serviced Companion Loans under
the Benchmark 2019-B13 PSA and the Intercreditor Agreement, respectively. The wire instructions for Midland Loan Services, a Division
of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank:
PNC Bank, N.A.





		Account
                                         Name:	Midland
                                         Loan Services, a Division of PNC Bank, National Association, as Master Servicer, on behalf
                                         of Wilmington Trust, National Association, as Trustee, for the benefit of the registered
                                         holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through
                                         Certificates, Series 2019-B15






Account
#: 1070001513


 


2.         The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


  


	B15
    Trustee:	Wilmington
                                         Trust, National Association

        

        1100
        North Market Street

        

        Wilmington,
        Delaware 19890

        

        Attention:
        CMBS Trustee – Benchmark 2019-B12

        

        Fax
        number: (302) 636-4140

        

        Email:
        cmbstrustee@wilmingtontrust.com

         

	B15
    Certificate Administrator:	Citibank,
                                         N.A.

        

        388
        Greenwich Street

        

        New
        York, New York 10013

        

        Attention:
        Citibank Agency & Trust - Benchmark 2019-B12

        

        Fax
        number: (212) 816-5527

        

        

         

        and
        with respect to e-mail pursuant to the B12 PSA, at ratingagencynotice@citi.com

        

	B15
    Master Servicer and B12 Special 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

        

        

        

        

        




 






     FF-12-3


     

    

 


	 	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

                                                                                 

                                                                                and
                                         with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com (with
                                         a copy to AskMidland@midlandls.com, solely with respect to notices under Section 12.06
                                         and Section 12.13 of the B12 PSA)

	B15
    Operating Advisor and B12 Asset Representations Reviewer:	Park
                                         Bridge Lender Services LLC

        

        600
        Third Avenue, 40th floor

        

        New
        York, New York 10016

        

        Attention:
        Benchmark 2019-B15 – Surveillance Manager

          

        with
        a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

         

	B15
    Depositor	Citigroup
                                         Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 6th Floor

        

        New
        York, New York 10013

        

        Attention:
        Richard Simpson

        

        Fax
        number: (646) 328-2943

         

        with
        a copy to:

          

        Citigroup
        Commercial Mortgage Securities Inc.

        

        390
        Greenwich Street, 5th Floor

        

        New
        York, New York 10013

        

        Attention:
        Raul Orozco

        

        Fax
        number: (347) 394-0898

         

        with
        a copy to:

        

          

        Citigroup
        Commercial Mortgage Securities Inc.

        

        388
        Greenwich Street, 17th Floor

        

        New
        York, New York 10013

        

        Attention:
        Ryan M. O’Connor

        

        

        

        

        

        




 






     FF-12-4


     

    

 


	 	Fax
                                         number: (646) 862-8988

                                                                                                                                                                                                    

                                                                                                                                                                                                   with
                                         electronic copies e-mailed to:

                                                                                                                                                                                                    

                                                                                Richard
                                         Simpson at richard.simpson@citi.com and
 Ryan M. O’Connor at ryan.m.oconnor@citi.com



  


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


  


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


  


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


  





	 	Very
    truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




     FF-12-5


     

    





EXHIBIT FF-11


 


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(Hilton Cincinnati Netherland Plaza)


[Date]






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

        As Master Servicer

        10851 Mastin Street, Suite 700

        Building 82, Suite 300

         

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1-888-706-3565

         

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

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

        As Special Servicer

        10851 Mastin Street, Suite 700

        Building 82, Suite 300

         

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1-888-706-3565

         

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson 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

	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        As Certificate Administrator and Trustee

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2019-B14 Mortgage Trust

         

        with a copy to:

         

        Telecopy Number: (410) 715-2380

        E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com
	
        Pentalpha Surveillance LLC

        As Operating Advisor and the Asset Representations Reviewer

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Benchmark 2019-B14—Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com
        (with Benchmark 2019-B14 in the subject line)

         

        with a copy to:

         

        Bass, Berry & Sims PLC

        150 Third Avenue South

        Suite 2800




    

FF-12-1


     


    

	 	
        Nashville, Tennessee 37201

        Email: jknight@bassberry.com

	
        J.P. Morgan Chase Commercial Mortgage Securities
        Corp.

        As Depositor

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        E-mail: US_CMBS_Notice@jpmorgan.com

         

        with a copy to:

         

        J.P. Morgan Chase Commercial Mortgage Securities
        Corp.

        4 New York Plaza, Floor 21

        New York, New York 10004-2413

        Attention: SPG Legal

        E-mail: US_CMBS_Notice@jpmorgan.com
	 


 


		Re:	Benchmark 2019-B14 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B14



Ladies and Gentlemen:


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Benchmark 2019-B14 PSA”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank,
National Association, as certificate administrator and trustee, and Pentalpha Surveillance LLC, as operating advisor and asset
representations reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Benchmark
2019-B14 PSA.


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master Servicer”)
and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “B15 Operating Advisor”) and asset representations reviewer (in such capacity,
the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (in such capacity,
the “B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity,
the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15 Trust”)
was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as of December 18, 2019
(the “Closing Date”), including the following Companion Loans (the “Subject Serviced Companion Loans”):



    

FF-12-2


     


    




	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	Hilton Cincinnati Netherland Plaza	Note A-3


The undersigned
hereby notifies you that, as of the Closing Date:


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the Subject
Serviced Companion Loans under the Benchmark 2019-B14 PSA and the Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.


Account Name: Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B15


Account #: 1070001513


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B15 Trustee:	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2019-B12

        Fax number: (302) 636-4140

        Email: cmbstrustee@wilmingtontrust.com

	B15 Certificate Administrator:	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Citibank Agency & Trust - Benchmark 2019-B12





    

FF-12-3


     


    

	 	
        Fax number: (212) 816-5527

         

        and with respect to e-mail pursuant
        to the B12 PSA, at ratingagencynotice@citi.com

	B15 Master Servicer and B12 Special Servicer:	
        Midland Loan Services, a Division
        of PNC Bank, National Association,

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President
        – Division Head

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Attention: Kenda K. Tomes

        Fax number: (816) 412-9338

         

        and with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com
        (with a copy to AskMidland@midlandls.com, solely with respect to notices under Section 12.06 and Section 12.13
        of the B12 PSA)

	B15 Operating Advisor and B12 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th floor

        New York, New York 10016

        Attention: Benchmark 2019-B15 – Surveillance Manager

         

        with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

	B15 Depositor	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Fax number: (646) 328-2943

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor





    

FF-12-4


     


    

	 	
        New York, New York 10013

        Attention: Raul Orozco

        Fax number: (347) 394-0898

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Fax number: (646) 862-8988

         

        with electronic copies e-mailed to:

         

        Richard Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com



 


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:








    

FF-12-5


     


    

EXHIBIT FF-12


FORM OF NOTICE REGARDING OUTSIDE 


SERVICED MORTGAGE LOAN


(8 West Centre)


[Date]






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

        As Master Servicer

        10851 Mastin Street, Suite 700

        Building 82, Suite 300

         

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1-888-706-3565

         

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

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

        As Special Servicer

        10851 Mastin Street, Suite 700

        Building 82, Suite 300

         

        Overland Park, Kansas 66210

        Attention: Executive Vice President – Division Head,

        Fax number: 1-888-706-3565

         

        Email: NoticeAdmin@midlandls.com

         

        with a copy to:

         

        Stinson 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

	
        Wells Fargo Bank, National Association

        9062 Old Annapolis Road

        As Certificate Administrator and Trustee

        Columbia, Maryland 21045-1951

        Attention: Corporate Trust Services (CMBS)

        Benchmark 2019-B14 Mortgage Trust

         

        with a copy to:

         

        Telecopy Number: (410) 715-2380

        E-Mail: cts.cmbs.bond.admin@wellsfargo.com, and to trustadministrationgroup@wellsfargo.com
	
        Pentalpha Surveillance LLC

        As Operating Advisor and the Asset Representations Reviewer

        375 N. French Road, Suite 100

        Amherst, New York 14228

        Attention: Benchmark 2019-B14—Transaction Manager

        With a copy sent via email to: notices@pentalphasurveillance.com
        (with Benchmark 2019-B14 in the subject line)

         

        with a copy to:

         

        Bass, Berry & Sims PLC

        150 Third Avenue South

        Suite 2800





    

FF-12-1


     


    

	 	
        Nashville, Tennessee 37201

        Email: jknight@bassberry.com

	
        J.P. Morgan Chase Commercial Mortgage Securities
        Corp.

        As Depositor

        383 Madison Avenue, 8th Floor

        New York, New York 10179

        Attention: Kunal K. Singh

        E-mail: US_CMBS_Notice@jpmorgan.com

         

        with a copy to:

         

        J.P. Morgan Chase Commercial Mortgage Securities
        Corp.

        4 New York Plaza, Floor 21

        New York, New York 10004-2413

        Attention: SPG Legal

        E-mail: US_CMBS_Notice@jpmorgan.com
	 


 


		Re:	Benchmark 2019-B14 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-B14



Ladies and Gentlemen:


Reference is hereby
made to the Pooling and Servicing Agreement, dated as of November 1, 2019 (the “Benchmark 2019-B14 PSA”), between
J.P. Morgan Chase Commercial Mortgage Securities Corp., as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer, Wells Fargo Bank,
National Association, as certificate administrator and trustee, and Pentalpha Surveillance LLC, as operating advisor and asset
representations reviewer. Capitalized terms used but not defined herein shall have the meanings given to them in the Benchmark
2019-B14 PSA.


The undersigned is
the certificate administrator under the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “B15 PSA”),
between Citigroup Commercial Mortgage Securities Inc., as depositor (the “B15 Depositor”), Midland Loan Services,
a Division of PNC Bank, National Association, as master servicer (in such capacity, the “B15 Master Servicer”)
and special servicer (in such capacity, the “B15 Special Servicer”), Park Bridge Lender Services LLC, as operating
advisor (in such capacity, the “B15 Operating Advisor”) and asset representations reviewer (in such capacity,
the “B15 Asset Representations Reviewer”), Citibank, N.A., as certificate administrator (in such capacity, the
“B15 Certificate Administrator”), and Wilmington Trust, National Association, as trustee (in such capacity,
the “B15 Trustee”), pursuant to which the Benchmark 2019-B15 Mortgage Trust (the “B15 Trust”)
was established and a pool of commercial and multifamily mortgage loans were transferred to the B15 Trust as of December 18, 2019
(the “Closing Date”), including the following Companion Loans (the “Subject Serviced Companion Loans”):






    

FF-12-2


     


    

 


	Name of Mortgage Loan as identified on 

Mortgage Loan Schedule	Promissory Note(s) Evidencing Subject 

Serviced Companion Loan(s)
	8 West Centre	Note A-2


The undersigned
hereby notifies you that, as of the Closing Date:


1.       Wilmington
Trust, National Association, as trustee under the B15 PSA, is the holder of the Subject Serviced Companion Loans. You are directed
to remit to Midland Loan Services, a Division of PNC Bank, National Association, as master servicer under the B15 PSA, all amounts
payable to, and to forward, deliver or otherwise make available, as the case may be, to Midland Loan Services, a Division of PNC
Bank, National Association, as master servicer under the B15 PSA, all reports, statements, documents, communications and other
information that are to be forwarded, delivered or otherwise made available to the Companion Loan Holders with respect to the Subject
Serviced Companion Loans under the Benchmark 2019-B14 PSA and the Intercreditor Agreement, respectively. The wire instructions
for Midland Loan Services, a Division of PNC Bank, National Association, as B15 Master Servicer, are as follows:


 


Bank: PNC Bank, N.A.


Account Name: Midland Loan Services,
a Division of PNC Bank, National Association, as Master Servicer, on behalf of Wilmington Trust, National Association, as Trustee,
for the benefit of the registered holders of Benchmark 2019-B15 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-B15


Account #: 1070001513


2.       The
contact information for the B15 Trustee, the B15 Certificate Administrator, the B15 Master Servicer, the B15 Special Servicer,
the B15 Operating Advisor, the B15 Asset Representations Reviewer and the B15 Depositor with respect to the Subject Serviced Companion
Loans is as follows:


 


	B15 Trustee:	
        Wilmington Trust, National Association

        1100 North Market Street

        Wilmington, Delaware 19890

        Attention: CMBS Trustee – Benchmark 2019-B12

        Fax number: (302) 636-4140

        Email: cmbstrustee@wilmingtontrust.com

	B15 Certificate Administrator:	
        Citibank, N.A.

        388 Greenwich Street

        New York, New York 10013

        Attention: Citibank Agency & Trust - Benchmark 2019-B12





    

FF-12-3


     


    

	 	
        Fax number: (212) 816-5527

         

        and with respect to e-mail pursuant to the
        B12 PSA, at ratingagencynotice@citi.com

	B15 Master Servicer and B12 Special Servicer:	
        Midland Loan Services, a Division
        of PNC Bank, National Association,

        10851 Mastin Street, Suite 700

        Overland Park, Kansas 66210

        Attention: Executive Vice President
        – Division Head

        Fax number: 1-888-706-3565

         

        with a copy to:

         

        Stinson LLP

        1201 Walnut Street, Suite 2900

        Kansas City, Missouri 64106-2150

        Attention: Kenda K. Tomes

        Fax number: (816) 412-9338

         

        and with respect to e-mail pursuant to the B12 PSA, at NoticeAdmin@midlandls.com
        (with a copy to AskMidland@midlandls.com, solely with respect to notices under Section 12.06 and Section 12.13
        of the B12 PSA)

	B15 Operating Advisor and B12 Asset Representations Reviewer:	
        Park Bridge Lender Services LLC

        600 Third Avenue, 40th floor

        New York, New York 10016

        Attention: Benchmark 2019-B15 – Surveillance Manager

         

        with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com

	B15 Depositor	
        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 6th Floor

        New York, New York 10013

        Attention: Richard Simpson

        Fax number: (646) 328-2943

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc.

        390 Greenwich Street, 5th Floor




    

FF-12-4


     


    

	 	
        

        New York, New York 10013

        Attention: Raul Orozco

        Fax number: (347) 394-0898

         

        with a copy to:

         

        Citigroup Commercial Mortgage Securities Inc.

        388 Greenwich Street, 17th Floor

        New York, New York 10013

        Attention: Ryan M. O’Connor

        Fax number: (646) 862-8988

         

        with electronic copies e-mailed to:

         

        Richard Simpson at richard.simpson@citi.com and

        Ryan M. O’Connor at ryan.m.oconnor@citi.com



 


3.       The
B15 Trust is subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.


 


4.       Enclosed
herewith is a copy of an executed version of the B15 PSA.


 


5.       As
of the date hereof, the Controlling Class Representative (as defined in the B15 PSA) under the B15 PSA is Eightfold Real Estate
Capital, L.P.


	 	 	 
	 	Very truly yours,
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:







    

FF-12-5


     


    

EXHIBIT GG


 


SPECIFIED mortgage
LOANS


None






    

GG-1


     


    



 


EXHIBIT
HH


 


FORM
OF ASSET REVIEW REPORT BY THE

ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	Benchmark 2019-B15
    Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on the scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans. 


 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.


 


	 	3.
	The
Asset Representations Reviewer, other than forwarding this report to the persons listed above, will not be required to take or
participate in any other or further action with respect to the aforementioned Asset Review Report.

	 	 	 
	 	4.	Capitalized
        words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.








	 	 	 	 	 	 	 	 	 
	 	Park
        Bridge Lender Services LLC, as Asset Representations Reviewer
	 	 	 
	 	By:        Park Bridge Advisors, a New York limited liability company, its sole member
	 	 
	 	By:        Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 	 	 





1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.


 






     HH-1


     


    





Exhibit
A


 


Detailed
Scorecard

[Template Example Below]


 


	Test
        failures

         

	Loan
    #	Loan
    

Name	Mortgage
    

Loan 

Seller	R&W
    

    #	R&W
    Name	Test
    Description	Findings
	[Insert
    Loan Number]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws	[Insert
    Test Description]	[Insert
    Test findings]
	31	Single-Purpose
    Entity	 	 


 




     HH-2


     


    

 


EXHIBIT
II


 


FORM
OF ASSET REVIEW REPORT SUMMARY

BY THE ASSET REPRESENTATIONS REVIEWER1


 


To:
[Addresses of Recipients]


 


	 	Re:	Benchmark 2019-B15
    Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15


 


Ladies
and Gentlemen:


 


In
accordance with Section 11.01 of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and
Servicing Agreement”), the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”),
has performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following
Asset Review Report Summary.


 


	 	1.	We
    have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator and our conclusion is that
    there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary scorecard attached
    hereto as Exhibit A] with respect to the Delinquent Loans.


 


	 	2.	A
    conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not constitute a determination by
    the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or (ii) whether the Trust should
    enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests may not be sufficient to
    determine every instance of noncompliance.


 


	 	3.	The
    Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the parties listed above, will not
    be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report Summary.


 


	 	4.	Capitalized
    words and phrases used herein shall have the respective meanings assigned to them in the Pooling and Servicing Agreement.





	 	 	 	 	 	 	 	 	 
	 	Park
        Bridge Lender Services LLC, as Asset Representations Reviewer
	 	 	 
	 	By:        Park Bridge Advisors, a New York limited liability company, its sole member
	 	 
	 	By:        Park Bridge Financial LLC, a New York limited liability company, its sole member
	 	 	 
	 	By:	 	 	 
	 	Name:	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 	 	 	 




1
This report is an indicative report, and the Asset Representations Reviewer will have the ability to modify or alter the
organization and content of this report, subject to compliance with the terms of the Pooling and Servicing Agreement, including
without limitation, provisions relating to Privileged Information.




    II-1


     


    

 


Exhibit
A


 


Summary
Scorecard

[Template Example Below]


 


	Test
        failures

         

	Loan
    #	Loan
    Name	Mortgage
    Loan Seller	Representations

    and Warranty #	Representation
    and Warranty Name
	[Insert
    Loan #]	[Insert
    Loan Name]	[Insert
    Mortgage Loan Seller]	21	Compliance
    with Usury Laws
	31	Single-Purpose
    Entity


 




    II-2


     


    

 


EXHIBIT
JJ


 


ASSET
REVIEW PROCEDURES 


 


Subject
to the Pooling and Servicing Agreement, this Exhibit sets forth the Asset Representations Reviewer’s review procedures for
Asset Review of each Delinquent Loan. Capitalized terms used herein and not defined herein shall have the meanings ascribed to
them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit JJ and the terms of the Pooling
and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s
responsibilities and duties with respect to Asset Reviews.


 


Call
for Review and Collection and Inventory of Review Materials


 


		Step
                            1	The
Asset Representations Reviewer (“ARR”) receives the following items before beginning its review:



 


		■	Notice
                                         of Asset Review Trigger (with attachments)



 


		■	Notice
                                         of Asset Review Vote Election



 


		■	Asset
                                         Review Notice



 


		■	List
                                         of all Delinquent Loans



 


		■	Review
                                         Materials for each Delinquent Loan via Secure Data Room access, including, among other
                                         documents, the Diligence File



 


		■	Any
                                         Unsolicited Information (if applicable)



 


		Step
                            2	For
each Delinquent Loan, ARR inventories all Review Materials to which ARR is provided access in the Secure Data Room to determine
what, if any, Review Materials for such Delinquent Loan are missing, using the list of documents in the definition of “Mortgage
File” of this Agreement, any comparable lists included in the related Loan Purchase Agreement, and any closing checklist
from the origination of such Delinquent Loan, to guide its review and determination



 


		Step
                            3	If
ARR determines that the Review Material made available or delivered to it in the Secure Data Room with respect to any Delinquent
Loan is missing any documents required to complete an Asset Review of such Delinquent Loan, ARR shall prepare list of such missing
documents and notify the Master Servicer (with respect to Non-Specially Serviced Loans) or the Special Servicer (with respect
to Specially Serviced Loans) of such missing documents. If any missing documents are not provided by the Master Servicer or the
Special Servicer, as applicable, the ARR shall request such documents from the related Mortgage Loan Seller.



 






    Exhibit JJ-1


     


    

 


Analysis
and Testing of Representations and Warranties


 


		Step
                            4	For
each Delinquent Loan for which ARR has received all Review Materials required to complete an Asset Review of such Delinquent Loan,
ARR tests such Delinquent Loan for compliance with each representation and warranty made by the related Mortgage Loan Seller with
respect to such Delinquent Loan as follows:



 


		■	ARR
                                         reviews each representation and warranty and each item included in the Review Materials
                                         applicable or related to such representation or warranty to determine whether there is
                                         any evidence that such representation or warranty was not true when made by the related
                                         Mortgage Loan Seller



 


		■	For
                                         each representation and warranty, ARR lists



 


		●	all
                                         items from the Review Materials reviewed or used in its testing of such representation
                                         and warranty



 


		●	whether
                                         ARR has determined that there is any evidence that such representation or warranty was
                                         not true when made by the related Mortgage Loan Seller, and



 


		o	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



 


		o	completing
                                         the Asset Review Report by setting forth, for each Delinquent Loan, the information contemplated
                                         herein with respect to each representation and warranty



 


ARR
will not attempt (and has no obligation) to determine the materiality of any potential breach of a representation or warranty
that it discovers evidence of during its review as contemplated herein.


 




    Exhibit JJ-2


     


    

 


EXHIBIT
KK


 


CERTIFICATION
TO CERTIFICATE ADMINISTRATOR REQUESTING ACCESS TO SECURE DATA ROOM


 


Citibank,
N.A.

388 Greenwich Street


New
York, New York 10013


Attention:
Global Transaction Services – Benchmark 2019-B15


 





		Attention:	Benchmark
2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15	 


 


In
accordance with the requirements for obtaining access to the Secure Data Room pursuant to the Pooling and Servicing Agreement,
dated as of December 1, 2019 (the “Pooling and Servicing Agreement”), between Citigroup Commercial Mortgage
Securities Inc., as Depositor, Midland Loan Services, a Division of PNC Bank, National Association, as Master Servicer, Midland
Loan Services, a Division of PNC Bank, National Association, as Special Servicer, Park Bridge Lender Services LLC, as Operating
Advisor and Asset Representations Reviewer, Citibank, N.A., as Certificate Administrator, and Wilmington Trust, National Association,
as Trustee, with respect to the certificates (the “Certificates”), the undersigned hereby certifies and agrees
as follows:


 


		1.	The
                                         undersigned is an authorized representative of [________________________].



 


		2.	The
                                         undersigned acknowledges and agrees that (a) access to the Secure Data Room is being
                                         granted to it solely for purposes of the undersigned carrying out its obligations under
                                         the Pooling and Servicing Agreement, (b) it will not disseminate or otherwise make information
                                         contained on the Secure Data Room available to any other person except in accordance
                                         with the Pooling and Servicing Agreement or otherwise with the written consent of the
                                         Depositor and (c) it will only access information relating to the Mortgage Loans to which
                                         the Asset Review relates.



 


		3.	The
                                         undersigned agrees that each time it accesses the Secure Data Room, the undersigned is
                                         deemed to have recertified that the representations above remains true and correct.



 


		4.	[The
                                         undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser
                                         of any Certificate.]1



 


 






 


1
Required to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing
access to the Secure Data Room. 


 






    KK-1


     


    

 


BY
ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have
caused its name to be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[_________________]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




Dated:
_______ 


 


 


[Citigroup
Commercial Mortgage Securities Inc.


as
Depositor]1


 





	By:	 	 
	 	[Name]	 
	 	[Title]	 


 





    KK-2


     


    

EXHIBIT
LL


 


FORM
OF NOTICE OF [ADDITIONAL DELINQUENT MORTGAGE 

LOAN][CESSATION OF DELINQUENT MORTGAGE LOAN][CESSATION OF ASSET 

REVIEW TRIGGER]


[Date]


 


	Midland
        Loan Services, a Division of PNC 

Bank, National Association,

              as Master Servicer and Special Servicer

        10851
        Mastin Street, Suite 700

        Overland
        Park, Kansas 66210

        Attention:
        Executive Vice President – Division 

Head]
	Park
        Bridge Lender Services LLC

              as
        Operating Advisor and Asset 

Representations Reviewer

        600
        Third Avenue, 40th Floor

        New
        York, New York 10016

        Attention:
        Benchmark 2019-B15 Surveillance Manager

        with
        a copy sent contemporaneously via email 

to: cmbs.notices@parkbridgefinancial.com)



 





	Attention:	Benchmark 2019-B15 Mortgage Trust, Commercial
                                         Mortgage Pass-Through Certificates, Series 2019-B15	 


 


In
accordance with Section 11.01(a) of the Pooling and Servicing Agreement, dated as of December 1, 2019 (the “Pooling and
Servicing Agreement”), between Citigroup Commercial Mortgage Securities Inc., as Depositor, Midland Loan Services, a
Division of PNC Bank, National Association, as Master Servicer, Midland Loan Services, a Division of PNC Bank, National Association,
as Special Servicer, Park Bridge Lender Services LLC, as Operating Advisor and Asset Representations Reviewer, Citibank, N.A.,
as Certificate Administrator, and Wilmington Trust, National Association, as Trustee, the Certificate Administrator hereby notifies
you that as of [RELATED DISTRIBUTION DATE]:


 


		1.	_____
                                          An additional Mortgage Loan has become a Delinquent Loan.*



 


		2.	_____
                                          A Mortgage Loan has ceased to be a Delinquent Loan.†



 


		3.	_____ An
                                         Asset Review Trigger has ceased to exist.



 


(check
all that apply)


 


Capitalized
terms used but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


 



 





		*	Each
                                         additional Mortgage Loan that has become a Delinquent Loan is identified on Exhibit A
                                         hereto.



 


		†	Each
                                         Mortgage Loan that has ceased to be a Delinquent Loan is identified on Exhibit B hereto.





 






    LL-1


     


    

 





	 	Citibank,
N.A., as Certificate Administrator for the Holders of the Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-B15
	 	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]


 








    LL-2


     


    

 


Exhibit
A


 




    LL-3


     


    

 


Exhibit
B


 




    LL-4


     


    

 


EXHIBIT
MM


 


Form
of Certificate Administrator Receipt in Respect of RISK RETENTION Certificates


[Date]


 


[Name
and Address of Retaining Party]


 





		Re:	Benchmark
                                         2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15
                                         (Citigroup Commercial Mortgage Securities Inc. as Depositor) 


 


In
accordance with Section 5.02(f) of the Pooling and Servicing Agreement, dated as of December 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 RR Interest, for the benefit of [Name of
Retaining Party], the registered holder of the Subject Certificates, pursuant to the Agreement. Payments on the Subject Certificates
will be made to the registered holder thereof in accordance with the Agreement, including pursuant to any written wiring instructions
provided in accordance with the Agreement.


 


This
receipt is solely for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will
not entitle such Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject
to the restrictions on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in
accordance with, the Agreement.


 


Capitalized
terms used but not defined herein shall the respective meanings set forth in the Agreement.


 





	 	Citibank,
N.A.,
	 	 	not in its individual capacity 

but solely as Certificate Administrator
	 	 	 
	 	   By:	 
	 	 	Name:
	 	 	Title:


 







    MM-1


     


    

 


Schedule
I


 


Certificates
Registered in the Name of [Retaining Party]


 


	Class

        (CUSIP)
	Certificate

        No.
	Initial

        Certificate Balance

	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 






    MM-2