Exhibit 4.4


 


EXECUTION VERSION


 


	






 


SG
Commercial Mortgage Securities, LLC,

as Depositor,


 


KEYBANK NATIONAL ASSOCIATION,

as Servicer,


 


AEGON USA REALTY ADVISORS, LLC,

as Special Servicer,


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Certificate Administrator


 


and


 


WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee 


 


 






 


TRUST AND SERVICING AGREEMENT



Dated as of September 6, 2019






 






 


SG Commercial Mortgage Securities Trust
2019-PREZ,

Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ


 


	






 




    


     


    

 


TABLE OF CONTENTS


 


Page


 






	1.	DEFINITIONS	 
	 	 	 
	 	1.1.	Definitions	5
	 	1.2.	Interpretation	60
	 	1.3.	Certain Calculations in Respect of the Trust Loan or the Mortgage Loan	60
	 	 	 	 
	2.	DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES	 
	 	 	 
	 	2.1.	Creation and Declaration of Trust; Conveyance of the Trust Loan	62
	 	2.2.	Acceptance by the Trustee and the Custodian	66
	 	2.3.	Representations and Warranties of the Trustee	69
	 	2.4.	Representations and Warranties of the Certificate Administrator	70
	 	2.5.	Representations and Warranties of the Servicer	71
	 	2.6.	Representations and Warranties of the Special Servicer	72
	 	2.7.	Representations and Warranties of the Depositor	73
	 	2.8.	[RESERVED]	75
	 	2.9.	Representations and Warranties Contained in the Trust Loan Purchase Agreement	75
	 	2.10.	Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests	76
	 	2.11.	Miscellaneous REMIC Provisions	77
	 	 	 	 
	3.	ADMINISTRATION AND SERVICING OF THE MORTGAGE LOAN	 
	 	 	 	 
	 	3.1.	Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer	77
	 	3.2.	Sub-Servicing Agreements	79
	 	3.3.	Cash Management Account	81
	 	3.4.	Collection Account, Companion Loan Distribution Account and Interest Reserve Account	81
	 	3.5.	Distribution Account	86
	 	3.6.	Foreclosed Property Account	87
	 	3.7.	Appraisal Reductions	88
	 	3.8.	Investment of Funds in the Collection Account and The Foreclosed Property Account	91
	 	3.9.	Payment of Taxes, Assessments, etc.	93
	 	3.10.	Appointment of Special Servicer	93
	 	3.11.	Maintenance of Insurance and Errors and Omissions and Fidelity Coverage	100
	 	3.12.	Procedures
    with Respect to Defaulted Mortgage Loan; Realization upon the Property	102
	 	3.13.	Custodian and Trustee to Cooperate; Release of Items in Mortgage File	105
	 	3.14.	Title and Management of Foreclosed Property	105







 



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	 	3.15.	Sale of the Foreclosed Property	108
	 	3.16.	Sale of the Mortgage Loan	110
	 	3.17.	Servicing Compensation	113
	 	3.18.	Reports to the Certificate Administrator; Account Statements	118
	 	3.19.	Annual Statement as to Compliance	120
	 	3.20.	Annual Independent Public Accountants’ Servicing Report	122
	 	3.21.	Access
to Certain Documentation Regarding the Mortgage Loan and Other Information	122
	 	3.22.	Inspections	123
	 	3.23.	Advances	124
	 	3.24.	Modifications of Mortgage Loan Documents	128
	 	3.25.	Conflicts of Interests; Mandatory Resignation of Servicer and Special Servicer	130
	 	3.26.	Co-Lender Agreement	130
	 	3.27.	[RESERVED]	130
	 	3.28.	Rating Agency Confirmation	130
	 	3.29.	Miscellaneous Provisions	131
	 	3.30.	[RESERVED]	132
	 	3.31.	Companion Loan Intercreditor Matters	132
	 	 	 	 
	4.	DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS	 
	 	 	 
	 	4.1.	Distributions	133
	 	4.2.	Withholding Tax	139
	 	4.3.	[RESERVED]	139
	 	4.4.	Statements to Certificateholders and the VRR Interest Owner	139
	 	4.5.	Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum	142
	 	 	 	 
	5.	THE CERTIFICATES	 
	 	 	 
	 	5.1.	The Certificates	146
	 	5.2.	Form and Registration	146
	 	5.3.	Registration of Transfer and Exchange of Certificates	148
	 	5.4.	Mutilated, Destroyed, Lost or Stolen Certificates	155
	 	5.5.	Persons Deemed Owners	156
	 	5.6.	Access to List of Certificateholders’ Names and Addresses; Special Notices	156
	 	5.7.	Maintenance of Office or Agency	157
	 	 	 	 
	6.	THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER	 
	 	 	 
	 	6.1.	Respective Liabilities of the Depositor, the Servicer and the Special Servicer	157
	 	6.2.	Merger or Consolidation of the Servicer or the Special Servicer	157
	 	6.3.	Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others	157







 


 



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	 	6.4.	Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer	159
	 	6.5.	Ethical Wall	160
	 	6.6.	Indemnification by the Servicer, the Special Servicer and the Depositor	162
	 	 	 	 
	7.	SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE
	 	 
	 	7.1.	Servicer Termination Events; Special Servicer Termination Events	162
	 	7.2.	Trustee to Act; Appointment of Successor	169
	 	7.3.	[RESERVED]	171
	 	7.4.	Other Remedies of Trustee	171
	 	7.5.	Waiver of Past Servicer Termination Events and Special Servicer Termination Events	171
	 	7.6.	Trustee as Maker of Advances	172
	 	 	 	 
	8.	THE TRUSTEE AND THE CERTIFICATE ADMINISTRATOR	 
	 	 	 
	 	8.1.	Duties of the Trustee and the Certificate Administrator	173
	 	8.2.	Certain Matters Affecting the Trustee and the Certificate Administrator	175
	 	8.3.	Neither the Trustee nor the Certificate Administrator is Liable for Certificates, the VRR Interest or the Mortgage Loan	178
	 	8.4.	Trustee and Certificate Administrator May Own Certificates	180
	 	8.5.	Trustee’s and Certificate Administrator’s Fees and Expenses	180
	 	8.6.	Eligibility
    Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance	182
	 	8.7.	Resignation and Removal of the Trustee or the Certificate Administrator	183
	 	8.8.	Successor Trustee or Successor Certificate Administrator	185
	 	8.9.	Merger or Consolidation of the Trustee or the Certificate Administrator	186
	 	8.10.	Appointment of Co-Trustee or Separate Trustee	186
	 	8.11.	Appointment of Authenticating Agent and Custodian	188
	 	8.12.	Indemnification by the Trustee and the Certificate Administrator	189
	 	8.13.	Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information	189
	 	8.14.	Access to Certain Information	190
	 	 	 	 
	9.	CERTAIN MATTERS RELATING TO THE DIRECTING HOLDER	 
	 	 	 
	 	9.1.	Selection and Removal of the Directing Holder	198
	 	9.2.	Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders	200
	 	9.3.	Rights and Powers of the Directing Holder	201
	 	9.4.	Directing Holder Contact with Servicer and Special Servicer	204
	 	9.5.	The Risk Retention Consultation Party	204
	 	 	 	 
	10.	TERMINATION	 
	 	 	 
	 	10.1.	Termination	206







 



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	 	10.2.	Additional Termination Requirements	206
	 	10.3.	Trusts Irrevocable	207
	 	 	 	 
	11.	MISCELLANEOUS PROVISIONS	 
	 	 	 
	 	11.1.	Amendment	207
	 	11.2.	Recordation of Agreement; Counterparts	211
	 	11.3.	Governing Law; Waiver of Trial by Jury; Submission to Jurisdiction	211
	 	11.4.	Notices	212
	 	11.5.	Notices to the Rating Agency	216
	 	11.6.	Severability of Provisions	217
	 	11.7.	Limitation on Rights of Certificateholders and the VRR Interest Owner	217
	 	11.8.	Certificates and VRR Interest Nonassessable and Fully Paid	218
	 	11.9.	Reproduction of Documents	218
	 	11.10. 	No Partnership	218
	 	11.11. 	Actions of Certificateholders and the VRR Interest Owner	218
	 	11.12. 	Successors and Assigns	219
	 	11.13. 	Acceptance by Authenticating Agent, Certificate Registrar	219
	 	11.14. 	Streit Act	219
	 	11.15.	Assumption by Trust of Duties and Obligations of the Trust Loan Seller Under the Mortgage Loan Documents	220
	 	11.16. 	Grant of a Security Interest	220
	 	11.17.	Cooperation with the Trust Loan Seller with Respect to Rights Under the Mortgage Loan Agreement	220
	 	 	 	 
	12.	REMIC ADMINISTRATION	 
	 	 	 
	 	12.1.	REMIC Administration	220
	 	12.2.	Foreclosed Property	224
	 	12.3.	Prohibited Transactions and Activities	226
	 	12.4.	Indemnification with Respect to Certain Taxes and Loss of REMIC Status	226
	 	 	 	 
	13.	EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE	 
	 	 	 
	 	13.1.	Intent of the Parties; Reasonableness	227
	 	13.2.	Succession; Sub-Servicers; Subcontractors	228
	 	13.3.	Other Securitization Trust’s Filing Obligations	229
	 	13.4.	Form 10-D Disclosure	229
	 	13.5.	Form 10-K Disclosure	230
	 	13.6.	Form 8-K Disclosure	230
	 	13.7.	Annual Compliance Statements	231
	 	13.8.	Annual Reports on Assessment of Compliance with Servicing Criteria	232
	 	13.9.	Annual Independent Public Accountants’ Servicing Report	234
	 	13.10. 	Significant Obligor	235
	 	13.11. 	Sarbanes-Oxley Backup Certification	236
	 	13.12. 	Indemnification	236
	 	13.13. 	Amendments	237







 



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13.14.	Termination of the Certificate Administrator	237
	 	13.15.	Termination of Sub-Servicing Agreements	237
	 	13.16.	Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan	238







 


EXHIBITS


 


	Exhibit A-1	Form of Class A Certificates







	Exhibit A-2	Form of Class B Certificates







	Exhibit A-3	Form of Class C Certificates







	Exhibit A-4	Form of Class D Certificates







	Exhibit A-5	Form of Class E Certificates







	Exhibit A-6	Form of Class F Certificates







	Exhibit A-7	Form of Class X Certificates







	Exhibit A-8	Form of Class R Certificates







	Exhibit B	Form of Request for Release







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







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







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







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







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







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







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







	Exhibit J-1	Form of Affidavit Pursuant to Section 860E(e)(4) of the Internal Revenue Code of 1986, as Amended







	Exhibit J-2	Form of Transferor Letter







	Exhibit J-3	Form of ERISA Representation Letter







	Exhibit K-1	Form of Investor Certification for Non-Borrower Related Parties







	Exhibit K-2	Form of Investor Certification for Borrower Related Parties and/or the Risk Retention Consultation Party







	Exhibit K-3	Form of Certification of the Risk Retention Consultation Party







	Exhibit L	Applicable Servicing Criteria







	Exhibit M	NRSRO Certification







	Exhibit N-1	Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights







	Exhibit N-2	Form of Transferee Certificate for Transfer of the Excess Servicing Fee Rights







	Exhibit O	Form of Online Market Data Provider Certificate







	Exhibit P	Form of Investment Representation Letter







	Exhibit Q	[RESERVED]







	Exhibit R	CREFC® Payment Information







	Exhibit S-1	Form of Current Report



 



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	Exhibit S-2	[RESERVED]







	Exhibit S-3	[RESERVED]







	Exhibit T	Additional Form 10-D Disclosure







	Exhibit U	Additional Form 10-K Disclosure







	Exhibit V	Additional Disclosure Notification







	Exhibit W	Form 8-K Disclosure Information







	Exhibit X	Initial Sub-Servicers







	Exhibit Y	Form of Annual Compliance Statement







	Exhibit Z	Form of Report on Assessment of Compliance with Servicing Criteria







	Exhibit AA-1	Form of Certification to be Provided to Depositor by Servicer







	Exhibit AA-2	Form of Certification to be Provided to Depositor by Special Servicer







	Exhibit AA-3	Form of Certification to be Provided to Depositor by Certificate Administrator







	Exhibit AA-4	Form of Certification to be Provided to Depositor by Trustee




 



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THIS TRUST AND SERVICING
AGREEMENT (“Agreement”) is dated as of September 6, 2019 between SG Commercial Mortgage Securities, LLC, as
Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National
Association, as Trustee, Certificate Administrator and Custodian.


 


INTRODUCTORY STATEMENT


 


Terms not defined in
this Introductory Statement shall have the meanings specified in Article 1 hereof.


 


Societe Generale Financial
Corporation (in such capacity, “SGFC”) originated a ten-year fixed rate, interest-only mortgage loan (the “Mortgage
Loan”) pursuant to a Loan Agreement, dated as of the Origination Date (the “Mortgage Loan Agreement”),
between SGFC and Post Presidential Property Owner, LLC and Post Monroe Property Owner LLC, as borrower (collectively, the “Borrower”).
As of the Closing Date, the outstanding principal balance of the Mortgage Loan is $217,600,000.


 


Note A-1A is referred
to herein as the “Trust A-1A Note”. Note A-1B, Note A-1C, Note A-1D, Note A-1E and Note A-1F are collectively
referred to herein as the “Non-Trust A-1 Notes”. Note B is referred to herein as the “Trust B
Note”. The Trust A-1A Note and the Non-Trust A-1 Notes are referred to herein as the “A-1 Notes”. The
Trust A-1A Note and the Trust B Note are referred to herein as the “Trust Notes”. The Non-Trust A-1 Notes are
sometimes referred to herein as the “Non-Trust Notes” or the “Companion Loan Notes”.


 


The portion of the Mortgage
Loan evidenced by the Trust Notes is referred to herein as the “Trust Loan”, having an aggregate principal balance
as of the Cut-off Date of $157,600,000. The portions of the Mortgage Loan evidenced by the Non-Trust A-1 Notes are referred to
as the “Companion Loans”. The Trust Notes and the Non-Trust A-1 Notes are collectively referred to herein as
the “Notes”.


 


The Trust Loan was sold
and assigned by SGFC (the “Trust Loan Seller”) to the Depositor pursuant to a trust loan purchase and sale agreement,
dated as of October 15, 2019 (the “Trust Loan Purchase Agreement”), between the Trust Loan Seller and the Depositor.
The Companion Loans are not part of the Trust Fund. The relative rights of the respective Noteholders in respect of the Mortgage
Loan are set forth in a co-lender agreement dated as of September 6, 2019 (as amended, restated, supplemented or otherwise
modified from time to time, the “Co-Lender Agreement”), among the holders of the Trust Notes and the holders
of the Companion Loan Notes. From and after the Closing Date, the entire Mortgage Loan is to be serviced and administered in accordance
with this Agreement.


 


A mezzanine loan in the
aggregate original principal amount of $52,400,000 (the “Senior Mezzanine Loan”) was originated by Societe Generale
Financial Corporation (collectively, together with their respective successors and assigns, the “Senior Mezzanine Lender”)
pursuant to a Senior Mezzanine Loan Agreement, dated September 6, 2019, among the Senior Mezzanine Lender and Post Monroe Mezzanine
LLC and Post Presidential Mezzanine, LLC, each a Delaware limited liability company (collectively, together with their respective
successors and permitted assigns, the “Senior Mezzanine Borrowers”), which the Senior


 



     


     


    

 


Mezzanine Loan is secured
by, among other things, a pledge of the Senior Mezzanine Borrowers’ direct or indirect ownership interests in the Borrowers.


 


A mezzanine loan in the
aggregate original principal amount of $20,000,000 (the “Junior Mezzanine Loan”) was originated by Societe Generale
Financial Corporation (collectively, together with their respective successors and assigns, the “Junior Mezzanine Lender”
and, together with the Senior Mezzanine Lender, each a “Mezzanine Lender” and, collectively, the “Mezzanine
Lenders”) pursuant to a Junior Mezzanine Loan Agreement, dated September 6, 2019, among the Junior Mezzanine Lender and
Post Presidential Sub 2, LLC, Post Presidential Sub 3, LLC, and Post Monroe Sub Mezzanine LLC, each a Delaware limited liability
company (collectively, together with their successors and permitted assigns, the “Junior Mezzanine Borrowers”),
which the Junior Mezzanine Loan is secured by, among other things, a pledge of the Junior Mezzanine Borrowers’ direct or
indirect ownership interests in the Senior Mezzanine Borrowers and an Affiliate of the Junior Mezzanine Borrowers’ direct
or indirect ownership interests in the owners of the operating lessees.


 


Each of the Senior Mezzanine
Loan and the Junior Mezzanine Loan is referred to herein as a “Mezzanine Loan” and they are collectively referred
to herein as the “Mezzanine Loans”.


 


As provided for herein,
the Certificate Administrator shall elect or shall cause elections to be made to treat designated portions of the Trust Fund for
federal income tax purposes as two separate real estate mortgage investment conduits (the “Upper-Tier REMIC”
and the “Lower-Tier REMIC” and, each, a “Trust REMIC”). Each Class of Regular Certificates
and the VRR Interest will represent a single Class of “regular interests” in the Upper-Tier REMIC, as further described
herein. Each Class of Uncertificated Lower-Tier Interests will represent a single class of “regular interests” in the
Lower-Tier REMIC as further described herein. The Class R Certificates will evidence the sole Class of “residual interests”
in each of the Upper-Tier REMIC and Lower-Tier REMIC for purposes of the REMIC Provisions under federal income tax law.


 


In exchange for the Trust
Loan and the Uncertificated Lower-Tier Interests, the Trust will issue to the Depositor the Class A, Class X, Class B,
Class C, Class D, Class E, Class F, Class R Certificates (collectively, the “Certificates”)
and an uncertificated VRR Interest (the “VRR Interest”), which Certificates and VRR Interest in the aggregate
will evidence the entire ownership interest in the Trust. The Trust Fund consists principally of the Trust Loan, the Mortgage and
the Mortgage Loan Documents (exclusive of the rights of the Companion Loan Holders thereunder) and all payments under, and proceeds
of, the Trust Loan from and after the Closing Date.


 


The Depositor intends
to sell the Certificates to the Initial Purchasers in an offering exempt from the registration requirements of the federal securities
laws. The Depositor intends to convey the VRR Interest to SGFC.


 






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UPPER-TIER REMIC


 


As further described
in Section 2.10, the Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates and the
uncertificated VRR Interest will evidence “regular interests” in the Upper-Tier REMIC created hereunder. The Class
UT-R Interest will constitute the sole Class of “residual interests” in the Upper-Tier REMIC created hereunder, and
will be evidenced by the Class R Certificates. The following table sets forth the Class designation, the initial Pass-Through
Rate and the aggregate initial Certificate Balance (the “Original Certificate Balance”), initial Notional Amount
(“Original Notional Amount”), or the initial principal balance for the VRR Interest (the “Original
VRR Interest Balance”), as applicable, for each Class of Certificates, the VRR Interest and the Class UT-R Interest comprising
the interests in the Upper-Tier REMIC created hereunder:


 


	Class
 Designation	 	Initial Pass-Through Rate
 
 (per annum)
 
 	 	Original Certificate Balance/Original Notional Amount/Original VRR Interest Balance
	Class A	 	3.0210%	 	$48,469,000
	Class X	 	0.4734%(1)	 	$86,060,500(2)
	Class B	 	3.1720%	 	$19,019,000
	Class C	 	3.3230%	 	$18,572,500
	Class D	 	3.5929%(3)	 	$19,009,500
	Class E	 	3.5929%(3)	 	$22,116,000
	Class F	 	3.5929%(3)	 	$22,534,000
	VRR Interest	 	(4)	 	$7,880,000(5)
	Class UT-R	 	None(6)	 	None(6)



 





 








		(1)	The
                                         “Class X Pass-Through Rate” will be a variable rate and for each Distribution
                                         Date will be equal to the weighted average of the Class X Strip Rates for the Class A,
                                         Class B and Class C Certificates for such Distribution Date, weighted on the basis of
                                         their respective Certificate Balances immediately prior to such Distribution Date.



 


		(2)	The
                                         Class X Certificates will not have a Certificate Balance and will not be entitled
                                         to receive distributions of principal. Interest will accrue on such Class at the Pass-Through
                                         Rate thereof on the Notional Amount thereof. The “Class X Notional Amount”
                                         for any Distribution Date will be equal to the sum of the Notional Amounts of all of
                                         the Class X Components.



 


		(3)	The
                                         Pass-Through Rate applicable to each of the Class D, Class E and Class F Certificates
                                         will be a per annum rate equal to the WAC Rate.



 


		(4)	Although
                                         they do not have a specified Pass-Through Rate, the effective interest rate of the VRR
                                         Interest (the “VRR Interest Rate”) for any Distribution Date will
                                         be a per annum rate equal to the WAC Rate.



 


		(5)	The
                                         Original VRR Interest Balance of the VRR Interest is equal to the VRR Percentage of the
                                         principal balance of the Trust Loan as of the Cut-off Date.



 


		(6)	The
                                         Class UT-R Interest (evidenced by the Class R Certificates) will not have a Certificate
                                         Balance and will not bear interest. Any Aggregate Available Funds remaining in the Upper-Tier
                                         Distribution Account, after all required distributions under this Agreement have been
                                         made to each other Class of Certificates and the Class LT-R Interest, will be distributed
                                         to the Holders of the Class R Certificates in respect of the UT-R Interest.



 






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LOWER-TIER REMIC


 


The Class LA, Class LB,
Class LC, Class LD, Class LE, Class LF and LVRRI Uncertificated Interests will evidence “regular interests”
in the Lower-Tier REMIC created hereunder. The Class LT-R Interest will constitute the sole Class of “residual
interests” in the Lower-Tier REMIC created hereunder and will be evidenced by the Class R Certificates. The following
table sets forth the initial Lower-Tier Principal Amounts and Pass-Through Rates for the Uncertificated Lower-Tier Interests and
the Class LT-R Interest comprising the interests in the Lower-Tier REMIC created hereunder:


 


	Class
 Designation	 	Pass-Through Rate/VRR Interest Rate	 	Original Lower-Tier
 Principal Amount
	Class LA 	 	(1)	 	$48,469,000
	Class LB 	 	(1)	 	$19,019,000
	Class LC 	 	(1)	 	$18,572,500
	Class LD 	 	(1)	 	$19,009,500
	Class LE 	 	(1)	 	$22,116,000
	Class LF	 	(1)	 	$22,534,000
	LVRRI 	 	(1)	 	$7,880,000(3)
	Class LT-R 	 	None	 	None(2)



 





 











		(1)	For
                                         any Distribution Date, the Pass-Through Rate for each of these Uncertificated Lower-Tier
                                         Interests (other than the LVRRI Uncertificated Interests) shall be the WAC Rate for such
                                         Distribution Date, or in the case of the LVRRI Uncertificated Interest, the VRR Interest
                                         Rate as described below.



 


		(2)	The
                                         Class LT-R Interest (evidenced by the Class R Certificates) will not have a Certificate
                                         Balance or Notional Amount and will not bear interest. Any Aggregate Available Funds
                                         constituting assets remaining in the Lower-Tier Distribution Account after distributing
                                         the Lower-Tier Distribution Amount shall be distributed to the Holders of the Class R
                                         Certificates in respect of the Class LT-R Interest (but only to the extent of the Aggregate
                                         Available Funds for such Distribution Date, if any, remaining in the Lower-Tier Distribution
                                         Account).



 


		(3)	The
                                         LVRRI Uncertificated Interest will have an initial principal balance equal to the Original
                                         VRR Interest Balance.



 


All covenants and agreements
made by the Depositor herein are for the benefit and security of the Certificateholders, the VRR Interest Owner and the Trustee
as Holder of the Uncertificated Lower-Tier Interests. The Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee are entering into this Agreement, and the Trustee is accepting the trusts created hereby, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged.


 


W I T N E S S E T H T
H A T:


 


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


 


1.                 
DEFINITIONS


 






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1.1.            
Definitions. Whenever used in this Agreement, the following words and phrases, unless the context otherwise requires,
shall have the following meanings and such meanings shall be equally applicable to the singular and plural forms of such terms,
as the context may require.


 


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


 


“17g-5 Information
Provider’s Website”: The website of the 17g-5 Information Provider that will initially be located within
the Certificate Administrator’s Website (www.ctslink.com), under the ‘NRSRO’ tab on the page relating to this
transaction. Such website shall provide means of navigation for the Depositor and each NRSRO (including the Rating Agency) to the
portion of the Certificate Administrator’s website available to Privileged Persons.


 


“A-1 Notes”:
As defined in the Introductory Statement.


 


“Acceptable
Insurance Default”: Any default arising when the Mortgage Loan Documents require that the Borrower 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 Accepted Servicing Practices, 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 Properties are 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. Each of the Servicer
(at its own expense) and the Special Servicer (as a Trust Fund Expense) shall be entitled to rely on insurance consultants in making
the determinations described in this definition.


 


“Accepted Servicing
Practices”: As defined in Section 3.1.


 


“Acquisition
Date”: The date upon which, under the Code (and in particular the REMIC Provisions and Section 856(e) of the Code),
the Trust Fund is deemed to have acquired the Property.


 


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


 


“Additional
Compensation”: Default Interest and late payment fees (after all payments pursuant to Section 3.4(c)(iv)
and 3.4(c)(v)), Assumption Fees, Assumption Application Fees, substitution fees, release fees (including, without limitation,
any fees payable in connection with a defeasance), Modification Fees, consent fees, amounts collected for checks returned for insufficient
funds, charges for beneficiary statements or demands, other loan processing fees, review fees and similar fees and expenses to
which the Servicer and the Special Servicer, as applicable, are entitled to the extent permitted by (or not otherwise prohibited
by) and specifically allocated to such amounts or actually paid by the Borrower in accordance with the terms of the Mortgage Loan
Documents or pursuant to this Agreement and any income earned (net of losses (subject to Section 3.8(b)) on the investment
of funds deposited in the Collection Account, the Foreclosed Property Account and any Reserve Account pursuant to Section 3.8
of this Agreement.


 






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“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 V.


 


“Additional
Form 10-D Disclosure” The information described in the Form 10-D items set forth under the “Item on Form 10-D”
column on Exhibit T hereto.


 


“Additional
Form 10-K Disclosure” The information described in the Form 10-K items set forth under the “Item on Form 10-K”
column on Exhibit U hereto.


 


“Additional
Servicer”: Each Affiliate of the Servicer or the Special Servicer that Services the Mortgage Loan and each Person who
is not an Affiliate of the Servicer, other than the Special Servicer or the Certificate Administrator, who Services the Mortgage
Loan as of any date of determination.


 


“Administrative
Advances”: As defined in Section 3.23(b).


 


“Advance”:
Any Administrative Advance, Monthly Payment Advance or Property Protection Advance.


 


“Advance Rate”:
As defined in Section 3.23(d).


 


“Adverse REMIC
Event”: As defined in Section 12.1(j).


 


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


 


“Aggregate Available
Funds”: On each Distribution Date, an amount equal to (i) all amounts received in respect of the Mortgage Loan during
the related Collection Period or advanced in respect of interest on the Trust Loan with respect to such Distribution Date (including,
without limitation, any Repurchase Price for the Trust Loan or purchase price of the Mortgage Loan received by the Trust and Liquidation
Proceeds received by the Trust), plus (ii) if such Distribution Date is the Distribution Date occurring in March of each year (or
February, if such Distribution Date is the final Distribution Date), Withheld Amounts to be withdrawn from the Interest Reserve
Account for such Distribution Date, minus (iii) an amount equal to the applicable Withheld Amount in the case of the February Distribution
Date and any January Distribution Date occurring in a year that is not a leap year (unless, in either case, such Distribution Date
is the final Distribution Date), minus (iv) Trust Fund Expenses and certain other amounts and any portion of such amounts received
in respect of the Mortgage Loan that are


 



    -6-


     


    

 


required to be distributed to the Companion Loan Holders pursuant to the terms of the
Co-Lender Agreement and any other Available Funds Reduction Amount for such Distribution Date.


 


“Agreement”:
This Trust and Servicing Agreement (including all exhibits hereto) and all amendments and supplements hereto.


 


“A.M. Best”:
A.M. Best Company, Inc., and its successors in interest.


 


“Annual Budget”:
As defined in the Mortgage Loan Agreement.


 


“Applicable
Banking Law”: As defined in Section 8.2(d).


 


“Applicable
Servicing Criteria”: With respect to the Servicer, the Special Servicer or any Servicing Function Participant, the Servicing
Criteria applicable to it, as set forth on Exhibit L attached hereto. For clarification purposes, multiple parties
can have responsibility for the same Applicable Servicing Criteria and with respect to a Servicing Function Participant engaged
by the Servicer or the Special Servicer, the term “Applicable Servicing Criteria” may refer to a portion of
the Applicable Servicing Criteria applicable to the Servicer or the Special Servicer, as the case may be.


 


“Applied Realized
Loss Amount”: All amounts applied to reduce the Certificate Balance of a Class of Certificates in respect of Realized
Losses pursuant to Section 4.1(g).


 


“Appraisal”:
With respect to the Properties or Foreclosed Property, an appraisal of the Properties or Foreclosed Property, conducted by an Independent
Appraiser in accordance with the standards of the Appraisal Institute and certified by such Independent Appraiser as having been
prepared in accordance with the requirements of the Standards of Professional Practice of the Appraisal Institute with an “MAI”
designation and the Uniform Standards of Professional Appraisal Practice of the Appraisal Foundation, as well as the Financial
Institutions Reform, Recovery and Enforcement Act of 1989, as amended; provided that after an initial “Appraisal”
has been obtained pursuant to the terms of this Agreement, an update of such initial Appraisal shall be considered an “Appraisal”
hereunder for all purposes. All Appraisals (and updates thereof) obtained pursuant to the terms of this Agreement shall include
a valuation using the “income capitalization – discounted cash flow approach” and set forth the discount
rate and terminal capitalization rate utilized by the Independent Appraiser. All calculations under this Agreement requiring that
a “value” or “appraised value” be used with respect to the Property or Foreclosed Property (as applicable)
shall use the most recently determined appraised value set forth in an Appraisal (or update thereof) unless a different valuation
is specifically required (such as the appraised value of the Property as of the Origination Date). With respect to any Appraisal
Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the appraised value (as determined by an
updated Appraisal) of the Property securing the Mortgage Loan will be determined on an “as-is” basis, based upon the
current physical condition, use and zoning of the Property as of the date of the Appraisal.


 


“Appraisal Reduction
Amount”: As of any date of determination, an amount equal to the excess of (i) the outstanding principal balance of the
Mortgage Loan on such date plus the sum of (A) all accrued and unpaid interest on each Note at the applicable Note Interest Rate,
(B) all unreimbursed Administrative Advances, Property Protection Advances and interest


 



    -7-


     


    

 


on all Advances at the Advance Rate in
respect of the Mortgage Loan or the Properties and interest on all Companion Loan Advances, (C) the amount of any Advances and
interest on the Advances previously reimbursed from principal collections on the Mortgage Loan that have not otherwise been recovered
from the Borrower, (D) all currently due and unpaid real estate taxes and assessments and insurance premiums and all other amounts
due and unpaid in respect of the Properties (which taxes, premiums and other amounts have not been the subject of an Advance) and
(E) to the extent not duplicative of amounts in clauses (B), (C) or (D), all unpaid Trust Fund Expenses then
due under this Agreement over (ii) the sum of (x) 90% of the appraised value (as determined by an Appraisal) of the Properties
less the amount of any liens (exclusive of Permitted Encumbrances) on the Properties senior to the lien of the Mortgage Loan Documents
plus (y) any escrows with respect to the Mortgage Loan, including for taxes and insurance premiums. If (i) an Appraisal Reduction
Event has occurred, (ii) either (A) no appraisals or updates of any appraisals have been obtained or conducted with respect to
the Properties during the nine-month period prior to the date of such Appraisal Reduction Event or (B) the Special Servicer is
aware of any material change in the circumstances surrounding the Properties have occurred since the date of the most recent appraisal
that would materially adversely affect the value of the Properties and (iii) no new appraisal has been obtained or conducted for
the Properties within 60 days after the Appraisal Reduction Event has occurred, then (x) until each new appraisal is conducted,
the Appraisal Reduction Amount for the Properties will be deemed to be equal to 25% of the outstanding principal balance of the
Mortgage Loan and (y) upon receipt or performance of the new Appraisal by the Special Servicer, the Appraisal Reduction Amount
for that Property will be recalculated as described above. Deemed Appraisal Reduction Amounts will not be allocated to any Class
of Certificates for purposes of (1) determining whether a Control Termination Event or Consultation Termination Event has occurred
and is continuing or (2) allocating Voting Rights. The Trust Loan and the Companion Loans shall be treated as a single mortgage
loan for purposes of calculating an Appraisal Reduction Amount. Any Appraisal Reduction Amounts with respect to the Mortgage Loan
shall be allocated, first, to the Trust B Note, up to the full outstanding principal balance thereof, and then to
the A-1 Notes, on a pro rata and pari passu basis, up to the full outstanding principal balance thereof. Any Appraisal
Reduction Amount allocated to the A-1 Notes will be allocated to the Trust A-1A Note and the Non-Trust A-1 Notes, on a pro rata
and pari passu basis, based on their respective outstanding principal balances thereof.


 


“Appraisal Reduction
Event”: The earliest of (i) 60 days after an uncured payment delinquency (other than a delinquency in respect of the
Balloon Payment) occurs in respect of the Mortgage Loan, (ii) 90 days after an uncured delinquency occurs in respect of the Balloon
Payment for the Mortgage Loan unless a refinancing is anticipated within 120 days after the Stated Maturity Date of the Mortgage
Loan (as evidenced by a written refinancing commitment, term sheet or purchase and sale agreement that is reasonably satisfactory
in form and substance to the Servicer from an acceptable lender or purchaser that provides that such refinancing or sale will occur
within 120 days after the Stated Maturity Date), in which case 120 days after such uncured delinquency, (iii) 60 days after a reduction
in Monthly Payments or a material adverse economic change with respect to the terms of the Mortgage Loan has become effective,
(iv) immediately after a receiver has been appointed in respect of the Properties on behalf of the Trust or any other creditor,
(v) immediately after the Borrower declares, or becomes the subject of, bankruptcy, insolvency or similar proceeding, admits in
writing the


 



    -8-


     


    

 


inability to pay its debts as they came due or makes an assignment for the benefit of creditors, or (vi) immediately
after any of the Properties becomes a Foreclosed Property.


 


“Appraised-Out
Class”: As defined in Section 3.7(f).


 


“Asset Status
Report”: As defined in Section 3.10(i).


 


“Assignment
of Mortgage”: An assignment of the applicable Mortgage without recourse, notice of transfer or equivalent instrument,
in recordable form, which is sufficient under the laws of the jurisdiction in which the Properties are located to reflect of record
the assignment of the Mortgage to the Trustee on behalf of the Trust Fund; provided, however, that the Trustee, the
Certificate Administrator, the Servicer and the Special Servicer shall not be responsible for determining whether any such assignment
is legally sufficient or in recordable form.


 


“Assumed Monthly
Payment”: With respect to any Distribution Date (including any Distribution Date following a delinquency in the payment
of the Balloon Payment or the foreclosure of the Mortgage Loan or acceptance by the Trust (on behalf of the Certificateholders
and the VRR Interest Owner) and the Companion Loan Holders of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage
Loan), shall be equal to the scheduled monthly payment of interest that would have been due in respect of the Trust Loan on its
Maturity Date (excluding Default Interest) and each subsequent Payment Date (or Assumed Payment Date) if the Trust Loan had been
required to continue to accrue interest in accordance with its terms (other than Default Interest) in effect immediately prior
to, and without regard to the occurrence of the Maturity Date or the occurrence of a foreclosure of the Mortgage Loan or acceptance
by the Trust (on behalf of the Certificateholders and the VRR Interest Owner) and the Companion Loan Holders of a deed-in-lieu
of foreclosure or comparable conversion of the Mortgage Loan, in respect of the Trust Loan on the last Payment Date (or Assumed
Payment Date) prior to its foreclosure or acceptance of a deed-in-lieu, in each case as such terms may have been modified, and
such Maturity Date may have been extended, in connection with a bankruptcy or similar proceeding involving the Borrower or otherwise
or a modification, waiver or amendment granted or agreed to by the Servicer or the Special Servicer, as if the Mortgage Loan had
not become due on the Maturity Date or such foreclosure or acceptance of a deed-in-lieu of foreclosure or comparable conversion
of the Mortgage Loan had not occurred.


 


“Assumed Payment
Date”: With respect to the Trust Loan for any calendar month following a delinquency in the payment of the Balloon Payment
or the foreclosure of the Mortgage Loan or acceptance by the Trust of a deed-in-lieu of foreclosure or comparable conversion of
the Mortgage Loan, the date that would have been the Payment Date in such calendar month if the Maturity Date or the foreclosure
of the Mortgage Loan or acceptance by the Trust of a deed-in-lieu of foreclosure or comparable conversion of the Mortgage Loan
had not occurred.


 


“Assumption
Application Fees”: With respect to the Mortgage Loan, any and all assumption application fees actually paid by or on
behalf of the Borrower in accordance with the Mortgage Loan Documents, with respect to any application submitted to the Servicer
or the


 



    -9-


     


    

 


Special Servicer for a proposed assumption or substitution transaction or proposed transfer of an interest in the Borrower.


 


“Assumption
Fees”: Any and all assumption fees actually paid by or on behalf of the Borrower in accordance with the Mortgage Loan
Documents, with respect to any assumption or substitution agreement entered into by the Servicer or the Special Servicer or paid
by or on behalf of the Borrower with respect to any transfer of an interest in the Borrower.


 


“Authenticating
Agent”: As defined in Section 8.11(a).


 


“Available Funds
Reduction Amount”: As of each Distribution Date, all amounts withdrawn on the related Remittance Date or during the related
Collection Period from the Collection Account pursuant to Section 3.4(c).


 


“Balloon Payment”:
The payment of the outstanding principal balance of the Mortgage Loan, Trust Loan or a Companion Loan, as applicable, together
with all accrued and unpaid interest, due and payable on the Maturity Date or such other date on which the outstanding principal
balance of the Mortgage Loan, the Trust Loan or the Companion Loans become due and payable, whether by declaration of acceleration,
or otherwise.


 


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


 


“Borrower”:
As defined in the Introductory Statement.


 


“Borrower Affiliate”:
Any of the entities that collectively comprise the Borrower, any of the entities that collectively comprise a Mezzanine Borrower,
any Restricted Holder, the Borrower Sponsor, the Guarantor (or any replacement guarantor), any manager or operator of any Property
(including the Manager), any Person owning any interest (whether legally, beneficially or otherwise) in a Mezzanine Loan that has
been accelerated or as to which foreclosure or enforcement proceedings have been commenced the general partner or managing member
of any of the foregoing or any of their respective Control Affiliates or agents.


 


“Borrower Sponsor”:
Matthew Pestronk and Michael Pestronk, collectively.


 


“Business Day”:
Any day other than a Saturday, Sunday or any other day on which any of the following are not open for business: (a) national banks
in Ohio, Kansas or New York, (b) the office of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or
the financial institution that maintains the Collection Account, the Foreclosed Property Account or any Reserve Account, or (c)
the New York Stock Exchange or the Federal Reserve Bank of New York.


 






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“Cash Management
Account”: As defined in the Mortgage Loan Agreement.


 


“CERCLA”:
The Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S. C. §§ 9601 et seq.,
as amended.


 


“Certificate”:
Any Class A, Class X, Class B, Class C, Class D, Class E, Class F or Class R Certificate. For the avoidance
of doubt, the VRR Interest is not a Certificate.


 


“Certificate
Administrator”: Wells Fargo Bank, National Association, in its capacity as certificate administrator, or if any successor
certificate administrator is appointed as herein provided, such certificate administrator. Wells Fargo Bank, National Association
will perform its role as Certificate Administrator through its Corporate Trust Services division.


 


“Certificate
Administrator Fee”: With respect to the Trust Loan and for any Distribution Date, an amount accrued during the related
Mortgage Loan Interest Accrual Period at the Certificate Administrator Fee Rate on the outstanding principal balance of the Trust
Loan as of the close of business on the Distribution Date in such Mortgage Loan 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 Trust Loan is computed and shall be prorated for partial periods. A portion of the Certificate Administrator
Fee, shall be payable to the Trustee as the Trustee Fee. For the avoidance of doubt, the Certificate Administrator Fee shall be
deemed to be payable from the Lower-Tier REMIC.


 


“Certificate
Administrator Fee Rate”: With respect to the Trust Loan, a rate equal to 0.01810% per annum, calculated on the
same interest accrual basis as the Trust Loan. A portion of the Certificate Administrator Fee Rate shall constitute the Trustee
Fee and shall be payable to the Trustee.


 


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


 


“Certificate
Balance”: With respect to each outstanding Class of Sequential Pay Certificates at any date, an amount equal to the aggregate
initial Certificate Balance of such Class as set forth in the Introductory Statement less the sum of (a) all amounts distributed
to Certificateholders of such Class on all previous Distribution Dates and treated under this Agreement as allocable to principal
and (b) the aggregate amount of Non-VRR Interest Realized Losses or VRR Interest Realized Losses, as applicable, allocated
to such Class of Certificates on all previous Distribution Dates, if any, pursuant to Section 4.1(g). With respect
to any individual Certificate in any Class, the product of (x) the Percentage Interest represented by such Certificate multiplied
by (y) the Certificate Balance of such Class.


 


“Certificate
Interest Accrual Period”: With respect to any Distribution Date and with respect to each Class of Offered Certificates
(as well as for the VRR Interest), the period from and including the 1st day of the calendar month immediately preceding
the calendar month in which such Distribution Date occurs to and including the last day of such preceding calendar month.


 






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“Certificate
Register” and “Certificate Registrar”: The register maintained and the registrar appointed pursuant
to Section 5.3(a).


 


“Certificateholder”
or “Holder”: With respect to any Certificate, the Person in whose name a Certificate is registered in the Certificate
Register; provided, however, that solely for the purposes of providing, distributing or otherwise making available
any reports, statements, communications or other information as required or permitted to be provided, distributed or made available
to a Certificateholder under this Agreement, a Certificateholder shall include any Beneficial Owner to the extent that the Person
providing, distributing or making available such reports, statements, communications or other information has received from such
Beneficial Owner an Investor Certification that such Person is a Beneficial Owner; and provided, further that, solely
for the purposes of giving any consent, waiver, request or demand or taking any action (including, without limitation, selecting
or appointing a Directing Holder), any Certificate beneficially owned by the Servicer, the Special Servicer, the Trustee, the Certificate
Administrator, any Borrower Affiliate or any of their sub-servicers, or any of their respective Affiliates or agents, shall be
deemed not to be outstanding and the Voting Rights to which it is entitled and the Certificate Balance of such Certificate shall
not be taken into account in determining whether the requisite percentage of Voting Rights and/or of the Certificate Balance of
the Certificates or any Class of Certificates necessary to take any such action or effect any such consent, waiver, request or
demand has been obtained; provided that the foregoing limitation will not be construed so as to limit or prevent a Controlling
Class Certificateholder or the Directing Holder, solely based on it being (to the extent that it is) an Affiliate of the Special
Servicer, from exercising any appointment, consent or consultation rights it may have under this Agreement solely in its capacity
as Controlling Class Certificateholder or Directing Holder (unless, for the avoidance of doubt, the Controlling Class Certificateholder
or Directing Holder is the Servicer, the Trustee, the Certificate Administrator, any Borrower Affiliate or any of the subservicers
or respective Affiliates or agents of the foregoing). When obtaining any consent, waiver, request or demand, the Certificate Administrator
and the certificate registrar may obtain and conclusively rely upon a certification by a Certificateholder that such Certificate
is not beneficially owned by the Servicer, the Special Servicer, the Trustee, any Borrower Party or any of their sub-servicers,
or any of their respective affiliates or agents. For purposes of obtaining the consent of Certificateholders to an amendment of
this Agreement, any Certificate beneficially owned by the Trustee, the Certificate Administrator, the Servicer, the Special Servicer
or any of their respective Affiliates shall be deemed to be outstanding; provided that such amendment does not relate to
the termination of, increase in compensation of or material reduction in obligations of, the Trustee, the Certificate Administrator,
the Servicer, the Special Servicer or any of their Affiliates (other than solely in its capacity as a Certificateholder) in any
material respect, in which case such Certificate shall be deemed not to be outstanding. The Trustee, the Certificate Administrator
and the Certificate Registrar may obtain and conclusively rely upon an Officer’s Certificate of the Depositor, the Servicer,
the Special Servicer, the Certificate Administrator (in the case of the Trustee), the Trustee (in the case of the Certificate Administrator),
the Borrower, a Borrower Affiliate, or any sub-servicer to determine whether a Certificate is beneficially owned by an Affiliate
of any of them.


 


“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer described
in Section 7.1(e), the Holders of the Sequential Pay Certificates evidencing at least 50% of the aggregate Voting Rights
(taking


 



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into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates
pursuant to the terms of this Agreement) of all Sequential Pay Certificates.


 


“Class”:
With respect to the Certificates, all of the Certificates bearing the same alphabetical and numerical class designation, and each
Uncertificated Lower-Tier Interest.


 


“Class A
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-1 hereto and designated as a Class A Certificate.


 


“Class A
Component”: The component of the Class X Certificates corresponding to the Class A Certificates.


 


“Class A
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class B
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-2 hereto and designated as a Class B Certificate.


 


“Class B
Component”: The component of the Class X Certificates corresponding to the Class B Certificates.


 


“Class B
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class C
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-3 hereto and designated as a Class C Certificate.


 


“Class C
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class D
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-4 hereto and designated as a Class D Certificate.


 


“Class D
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class E
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-5 hereto and designated as a Class E Certificate.


 


“Class E
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 






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“Class F
Certificate”: A Certificate executed and authenticated by the Certificate Administrator in substantially the form set
forth in Exhibit A-6 hereto and designated as a Class F Certificate.


 


“Class F
Pass-Through Rate”: As set forth in the Upper-Tier REMIC section of the Introductory Statement of this Agreement.


 


“Class LA
Uncertificated Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC
and has the Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


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


 


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


 


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


 


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


 


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


 


“Class LT-R
Interest”: The residual interest in the Lower-Tier REMIC. The Class LT-R Interest will be represented by the Class R
Certificates.


 


“Class R
Certificate”: A Certificate executed and authenticated by the Certificate Administrator, in substantially the form set
forth in Exhibit A-8 hereto and designated as a Class R Certificate. The Class R Certificates have neither
a Certificate Balance nor a Pass-Through Rate. The Class R Certificates will evidence the Class LT-R and Class UT-R Interests.


 


“Class UT-R
Interest”: The residual interest in the Upper-Tier REMIC. The Class UT-R Interest will be represented by the Class R
Certificates.


 


“Class X
Certificates”: Each of the Certificates executed and authenticated by the Certificate Administrator in substantially
the form set forth in Exhibit A-7 and designated as a Class X Certificate.


 






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“Class X
Component”: Each of the Class A Component, the Class B Component and the Class C Component.


 


“Class X
Notional Amount”: As set forth in the Introductory Statement hereto.


 


“Class X
Pass-Through Rate”: As set forth in the Introductory Statement hereto.


 


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


 


“Clearing Account”:
As defined in the Mortgage Loan Agreement.


 


“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.


 


“Closing Date”:
October 15, 2019.


 


“Code”:
The Internal Revenue Code of 1986, as amended, and as it may be further amended from time to time, any successor statutes thereto,
and applicable U.S. Department of the Treasury regulations issued pursuant thereto in temporary or final form and any proposed
regulations thereunder, to the extent that, by reason of their proposed effective date, such proposed regulations would apply to
the Trust Fund.


 


“Co-Lender Agreement”:
As defined in the Introductory Statement.


 


“Collateral”:
The Properties securing the Mortgage Loan, the Mortgage Loan Documents assigned with respect to the Mortgage Loan, the Reserve
Accounts (and all sums held, deposited or invested therein and all proceeds thereof) with respect to the Mortgage Loan and all
other collateral that is subject to security interests and liens granted to secure the Mortgage Loan under the terms of the Mortgage
Loan Documents.


 


“Collection
Account”: As defined in Section 3.4(a).


 


“Collection
Period”: (i) With respect to the first Distribution Date following the Closing Date, the period commencing on the
Closing Date and ending on and including the Determination Date relating to such Distribution Date, and (ii) with respect
to any other Distribution Date, the period commencing on and including the date immediately following the Determination Date relating
to the immediately preceding Distribution Date and ending on and including the Determination Date relating to such Distribution
Date.


 


“Commission”:
The Securities and Exchange Commission.


 


“Companion Loan”:
As defined in the Introductory Statement.


 






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“Companion Loan
Advance”: With respect to a Companion Loan that is part of an Other Securitization Trust, any advance of delinquent scheduled
payments with respect to such Companion Loan made by the master servicer or trustee with respect to such Other Securitization Trust.


 


“Companion Loan
Distribution Account”: As defined in Section 3.4(a).


 


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


 


“Companion Loan
Notes”: As defined in the Introductory Statement.


 


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


 


“Companion Loan
Rating Agency Confirmation”: With respect to any matter involving the servicing and administration of a Companion Loan
as to which any 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 Companion Loan Securities (if then
rated by such Companion Loan Rating Agency); provided that upon receipt of a written waiver or other acknowledgment from a 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 3.29(b) 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. With respect to any matter affecting any Companion
Loan, so long as such Companion Loan (or any portion thereof) is subject to a securitization transaction, any Rating Agency Confirmation
will also refer to confirmation in writing (which may be in electronic format) by the 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 securities backed by such Companion Loan or any portion thereof (if then rated by such
rating agency); provided that a written waiver (which may be in electronic format) or other acknowledgment from such rating agency
indicating its decision not to review or to decline to review the matter for which the Rating Agency Confirmation is sought will
be deemed to satisfy the requirement for the Rating Agency Confirmation from the rating agency with respect to such matter.


 


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


 


“Condemnation
Proceeds”: The portion of the Net Proceeds relating to a Condemnation (as defined in the Mortgage Loan Agreement).


 


“Condominium
Conversion”: As defined in the Mortgage Loan Agreement.


 






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“Condominium
Documents”: As defined in the Mortgage Loan Agreement.


 


“Confidential
Information”: With respect to the Servicer or the Special Servicer, as applicable, all material non-public information
obtained in the course of and as a result of such Person’s performance of its duties as Servicer or Special Servicer, as
applicable, with respect to the Mortgage Loan, the Borrower and the Property, unless such information (i) was already in the
possession of such Person prior to being disclosed to such Person, (ii) is or becomes available to such Person from a source
other than its activities as Servicer or Special Servicer, as applicable, (iii) is or becomes generally available to the public
other than as a result of a disclosure by the Servicer Servicing Personnel or Special Servicer Servicing Personnel or (iv) is
required to be disclosed by a court or administrative order or lawful discovery demand, provided such Person shall use reasonable
efforts to obtain confidential treatment thereof. Notwithstanding the foregoing, the Trustee and the Certificate Administrator
shall be permitted to comply with their respective obligations hereunder to make information available to the extent that such
information was received by it in its capacity as Trustee or Certificate Administrator, as applicable.


 


“Consultation
Termination Event”: The date on which the Class E Certificates have an outstanding Certificate Balance (without regard
to the application of any Appraisal Reduction Amount) that is 25% or less of the initial Certificate Balance of that Class of Certificates,
(ii) when a holder of the Class E Certificates is the Majority Controlling Class Certificateholder and has irrevocably waived its
right, in writing, to exercise any of the rights of the Controlling Class Certificateholder and such rights have not been reinstated
to a successor Controlling Class Certificateholder pursuant to the terms of the Trust and Servicing Agreement; provided
that no Consultation Termination Event resulting solely from the operation of this clause (ii) will be deemed to have existed or
be in continuance with respect to a successor holder of Class E Certificates that has not irrevocably waived its right to exercise
any of the rights of the Controlling Class Certificateholder; (iii) the Directing Holder or a majority of the Controlling Class
Certificateholders (by Certificate Balance) is a Borrower Party or (iv) a Consultation Termination Event is deemed to occur. After
the occurrence and during the continuance of a Consultation Termination Event, no Class of Certificates shall act as the Controlling
Class and the Controlling Class Representative will have no rights under the Trust and Servicing Agreement.


 


“Control Affiliate”:
As to any particular Person, any Person, directly or indirectly through one or more intermediaries, Controlling, Controlled by
or under common Control with, such Person in question. As used solely in this definition of “Control Affiliate”, “Control”
means (a) the ownership, directly or indirectly, in the aggregate of 25% or more of the beneficial ownership interests of an entity,
or (b) the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of an
entity, whether through the ability to exercise voting power, by contract or otherwise (other than possession of voting or control
rights granted to a Mezzanine Lender pursuant to the Mezzanine Loan Documents, the exercise of which is contingent upon the occurrence
and continuance of the Mezzanine Loan Event of Default, unless and until so exercised by a Mezzanine Lender). “Controlled
by,” “Controlling” and “under common Control with” have the respective correlative meanings to such
terms. The Trustee and/or the Certificate Administrator may obtain and rely upon a


 



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certification of the Borrower, any Borrower
Sponsor, any Guarantor (or any replacement guarantor), as applicable, to determine whether any Person is a Control Affiliate.


 


“Control Termination
Event”: With respect to any date of determination, if the Certificate Balance of the Class E Certificates have an outstanding
Certificate Balance (as notionally reduced by any Appraisal Reduction Amount allocated to such Class) that is 25% or less of the
initial Certificate Balance of that Class of Certificates, (ii) when a holder of the Class E Certificates is the Majority Controlling
Class Certificateholder and has irrevocably waived its right, in writing, to exercise any of the rights of the Controlling Class
Certificateholder and such rights have not been reinstated to a successor Controlling Class Certificateholder pursuant to the terms
of the Trust and Servicing Agreement; provided that no Control Termination Event resulting solely from the operation of this clause
(ii) will be deemed to have existed or be in continuance with respect to a successor holder of Class E Certificates that has not
irrevocably waived its right to exercise any of the rights of the Controlling Class certificateholder; (iii) the Directing Holder
or a majority of the Controlling Class.


 


“Controlling
Class”: The most subordinate Class of Control Eligible Certificates then outstanding that has an outstanding Certificate
Balance (as notionally reduced by any Appraisal Reduction Amounts allocated to such Class) equal to or greater than 25% of the
initial Certificate Balance of such Class or, if no Class of Control Eligible Certificates satisfies the foregoing, the Class E
Certificates. The Controlling Class as of the Closing Date will be the Class F Certificates.


 


“Controlling
Class Certificateholder”: Each Holder (or Beneficial Owner, if applicable) of a Certificate of the Controlling Class
as determined by the Certificate Registrar, from time to time, upon request by any party hereto. The Trustee, the Servicer or the
Special Servicer may from time to time request that the Certificate Administrator provide a list of the Holders (or Beneficial
Owners, if applicable) of the Controlling Class and the Certificate Administrator shall promptly order and provide such list at
the expense of the Trust but without charge to such Trustee, Servicer or Special Servicer, as applicable. The Trustee, the Servicer
or the Special Servicer shall be entitled to rely on any such list so provided. Notwithstanding the foregoing, for purposes of
determining the Directing Holder, exercising any rights of the Controlling Class or the Directing Holder or receiving Asset Status
Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest in a
Controlling Class Certificate who is a Borrower Affiliate or an agent or Affiliate of the foregoing will not be deemed to be a
Holder of the Controlling Class and will not be entitled to exercise such rights or receive such information, and any Directing
Holder previously appointed or selected by such Holder will thereafter not be entitled to exercise any rights of the Directing
Holder. If, as a result of the preceding sentence, no Holder of Controlling Class Certificates would be eligible to exercise such
rights, there will be no Directing Holder or Controlling Class.


 


“Control Eligible
Certificates”: The Class E and Class F Certificates. No other Class of Certificates will be eligible to act as the Controlling
Class or appoint a Directing Holder.


 


“Controlling
Noteholder”: As defined in the Co-Lender Agreement.


 






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“Controlling
Persons”: As defined in Section 6.3(a).


 


“Corporate Trust
Office”: The principal corporate trust office of the Trustee or the Certificate Administrator, as applicable, at which
at any particular time its corporate trust business shall be administered, which office at the date of the execution of this Agreement
is located at (a) in the case of the Trustee, 9062 Old Annapolis Road, Columbia, Maryland 21045, Attention: Corporate Trust
Services (CMBS) – SGCMS 2019-PREZ, (b)(i) in the case of the Certificate Administrator, 9062 Old Annapolis Road, Columbia,
Maryland 21045, Attention: Corporate Trust Services – SGCMS 2019-PREZ, or (ii) for certificate transfer services, 600 South
4th Street, 7th Floor, MAC N9300-070, Minneapolis, Minnesota 55479, Attention: Certificate Transfer Services
– SGCMS 2019-PREZ or at such other address as the Trustee or the Certificate Administrator may designate from time to time
by notice to the Certificateholders, the Depositor, the Servicer and the Special Servicer, or the principal corporate trust office
of any successor Trustee or Certificate Administrator, as applicable, qualified and appointed pursuant to this Agreement.


 


“Credit Risk
Retention Rules”: The Credit Risk Retention Regulations, 79 Fed. Reg. 77601, pages 77740-77766 (Dec. 24, 2014), jointly
promulgated by the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal
Deposit Insurance Corporation, the Federal Housing Finance Agency, the Securities and Exchange Commission, and the Department of
Housing and Urban Development (the “Agencies”) (which such joint final rule has been codified, inter alia,
at 12 C.F.R. § 244) to implement the credit risk retention requirements under Section 15G of the Securities Exchange Act of
1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), as such regulations may be amended
from time to time, and subject to such clarification and interpretation as have been provided by such Agencies, whether in the
adopting release, 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 compliance date specified therein.


 


“CREFC®”:
The Commercial Real Estate Finance Council®, 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, 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 one of whose principal purposes 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 reasonably acceptable to the Servicer, the Special
Servicer, the Certificate Administrator, and the Trustee.


 


“CREFC®
Advance Recovery Report”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Advance


 



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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 and, insofar as it requires
the presentation of information in addition to that called for by the form of the “Advance Recovery Report” available
as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


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


 


“CREFC®
Bond Level File”: The monthly report substantially in the form of, and containing the information called for in, the
downloadable form of the “Bond Level File” 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
recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Collateral Summary File”: The report substantially in the form of, and containing the information called for in, the
downloadable form of the “Collateral Summary File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable
to the Certificate Administrator.


 


“CREFC®
Comparative Financial Status Report”: A report substantially in the form of, and containing the information called for
in, the downloadable form of the “Comparative Financial Status Report” available as of the Closing Date on the CREFC®
Website, or such other form for the presentation of such information as may from time to time be recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“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 such other form for the presentation of such information and containing such additional information as may from time
to time be recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Financial File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Financial File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer.


 






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


 


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


 


“CREFC®
Historical Loan Modification/Forbearance and Corrected Loan Report”: A report substantially in the form of, and containing
the information called for in, the downloadable form of the “Historical Loan Modification/Forbearance and Corrected Loan
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 recommended by the CREFC®
for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer and the Special Servicer.


 


“CREFC®
Intellectual Property Royalty License Fee”: A fee, payable on a monthly basis, computed for the same period and on the
same interest accrual basis respecting which any related interest payment due or deemed due on the Trust Loan is computed at the
CREFC® Intellectual Property Royalty License Fee Rate (prorated for partial periods).


 


“CREFC®
Intellectual Property Royalty License Fee Rate”: With respect to the Trust 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 and effective from time
to time on the CREFC® Website.


 


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


 


“CREFC®
Loan Level Reserve/LOC Report”: The monthly report substantially in the form of, and containing the information called
for in, the downloadable form of the “Loan Level Reserve/LOC 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer.


 


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


 






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


 


“CREFC®
Loan Periodic Update File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Loan Periodic Update File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer, the Special Servicer and the Certificate Administrator.


 


“CREFC®
Loan Setup File”: The report substantially in the form of, and containing the information called for in, the downloadable
form of the “Loan Setup File” 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer,
the Special Servicer and the Certificate Administrator.


 


“CREFC®
NOI Adjustment Worksheet”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “NOI Adjustment Worksheet” available 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 recommended
by the CREFC® for commercial mortgage securities transactions generally and is acceptable to the Servicer or the
Special Servicer, as applicable, and in any event, shall present the computations made in accordance with the methodology described
in such form to “normalize” the full year and year to date net operating income and debt service coverage numbers used
in the other reports required by this Agreement.


 


“CREFC®
Operating Statement Analysis Report”: A report prepared for the Property substantially in the form of, and containing
the information called for in, the downloadable form of the “Operating Statement Analysis Report” available as of the
Closing Date on the CREFC® Website or in such other form for the presentation of such information and containing
such additional information as may from time to time be recommended by the CREFC® for commercial mortgage securities
transactions generally and is reasonably acceptable to the Servicer.


 


“CREFC®
Property File”: A report substantially in the form of, and containing the information called for in, the downloadable
form of the “Property File” 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 recommended by
the CREFC® for commercial mortgage securities transactions generally and is reasonably acceptable to the Servicer
and the Special Servicer.


 






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


 


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


 


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


 


“CREFC®
Reports”: Collectively refers to the following reports as such may be amended, updated or supplemented from time to time
as part of the CREFC® “IRP” (Investor Reporting Package) and any additional reports that become part
of the CREFC® IRP from time to time (if agreed to by the parties hereto):


 


(i)         the following seven electronic files: (i) CREFC® Bond Level File, (ii) CREFC® Collateral
Summary File, (iii) CREFC® Property File, (iv) CREFC® Loan Periodic Update File, (v) CREFC®
Loan Setup File, (vi) CREFC® Financial File, and (vii) CREFC® Special Servicer Loan File;


 


(ii)        the following twenty-one supplemental reports and templates: (i) CREFC® Comparative Financial Status
Report, (ii) CREFC® Delinquent Loan Status Report, (iii) CREFC® Historical Loan Modification/Forbearance
and Corrected Mortgage Loan Report, (iv) CREFC® Operating Statement Analysis Report, (v) CREFC®
NOI Adjustment Worksheet, (vi) CREFC® REO Status Report, (vii) CREFC® Servicer Watch List,
(viii) CREFC® Loan Level Reserve/LOC Report, (ix) CREFC® Advance Recovery Report, (x) CREFC®
Total Loan Report, (xi) CREFC® Appraisal Reduction Template, (xii) CREFC® Servicer Realized Loss
Template, (xiii) CREFC® Reconciliation of Funds Template, (xiv) CREFC® Servicer Remittance To Certificate
Administrator Template, (xv) CREFC® Significant Insurance Event Template, (xvi) CREFC® Historical
Bond/Collateral Realized Loss Reconciliation Template, (xvii) CREFC® Historical Liquidation Loss Template, (xviii)
CREFC® Interest Shortfall Reconciliation Template, (xix) CREFC® Servicer Remittance to Certificate
Administrator Template, (xx) CREFC® Significant Insurance Event Template, (xxi) CREFC® Loan Liquidation
Report, (xxii) CREFC® REO Liquidation Report and (xxiii) CREFC® Loan Modification Report; and


 






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


 


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


 


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


 


“CREFC®
Servicer Watch List”: For any Determination Date, a report substantially in the form of, and containing the information
called for in, the downloadable form of the “Servicer Watch List” available as of the Closing Date on the CREFC®
Website, or in such other final form for the presentation of such information and containing such additional information as may
from time to time be promulgated as recommended by the CREFC® for commercial mortgage securities transactions generally
and, insofar as it requires the presentation of information in addition to that called for by the form of the “Servicer Watch
List” available as of the Closing Date on the CREFC® Website, is reasonably acceptable to the Servicer.


 


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


 


“CREFC®
Special Servicer Loan File”: The monthly report substantially in the form of, and containing the information called for
in, the downloadable form of the “Special Servicer Loan File” 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 recommended by the CREFC® for commercial mortgage securities transactions generally and is reasonably
acceptable to the Servicer and the Special Servicer.


 


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


 


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


 


“Current Interest
Distribution Amount”: With respect to any Distribution Date for (x) any Certificate, interest accruing during the related
applicable Certificate Interest Accrual Period at the applicable Pass-Through Rate for such Certificate Interest Accrual Period
on the outstanding Certificate Balance or Notional Amount of such Certificate as of the prior Distribution Date (after giving effect
to distributions of principal and allocations of Non-VRR Interest Realized Losses on such prior Distribution Date), and (y) any
Uncertificated Lower-Tier


 



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Interest, interest accruing during the applicable Certificate Interest Accrual Period at the applicable
Pass-Through Rate for such Certificate Interest Accrual Period on the then-outstanding Lower-Tier Principal Amount of such Certificate
as of the prior Distribution Date (after giving effect to distributions of principal and allocations of Non-VRR Interest Realized
Losses on such prior Distribution Date) or, solely in connection with the initial Distribution Date, as of the Closing Date.


 


“Custodian”:
The Certificate Administrator, in its capacity as the Custodian, performing its role through the document custody division of the
Certificate Administrator.


 


“Cut-off Date”:
October 1, 2019.


 


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


 


“Defeasance
Event”: As defined in the Mortgage Loan Agreement.


 


“Default Interest”:
With respect to any Payment Date, upon the occurrence and during the continuance of a Mortgage Loan Event of Default, interest
accrued on the Trust Loan or Mortgage Loan, as applicable, at the excess of the Default Rate over the applicable Note Interest
Rate during the related Mortgage Loan Interest Accrual Period on the outstanding principal balance of such Note and, to the extent
permitted by law, all accrued and unpaid interest on the Trust Loan or Mortgage Loan, as applicable, any other amounts then due
and payable in respect of the Mortgage Loan Documents, calculated from the date such payment was due without regard to any grace
or cure periods.


 


“Default Rate”:
As defined in the Mortgage Loan Agreement.


 


“Defect”:
As defined in the Trust Loan Purchase Agreement.


 


“Deficient Exchange
Act Deliverable”: With respect to the Servicer, the Special Servicer, the Certificate Administrator, the Trustee and
each Servicing Function Participant and Additional Servicer retained by it (other than a Sub-Servicer set forth on Exhibit X),
any item (x) regarding such party, (y) prepared by such party or any registered public accounting firm, attorney or other
agent retained by such party to prepare such information and (z) delivered by or on behalf of such party pursuant to the delivery
requirements under Article 13 of this Agreement that does not conform to the applicable reporting requirements under the Act, the
Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder.


 


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


 


“Delivery Date”:
As defined in Section 2.1(b).


 


“Deposit Account
Agreement”: As defined in the Mortgage Loan Agreement.


 


“Depositor”:
SG Commercial Mortgage Securities, LLC, a Delaware limited liability company, and its successors-in-interest.


 






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


 


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


 


“Determination
Date”: With respect to each Distribution Date, the eleventh (11th) day of the calendar month in which such
Distribution Date occurs or, if such eleventh (11th) day is not a Business Day, the immediately succeeding Business
Day.


 


“Directing Holder”:
The Controlling Class Certificateholder (or other representative) selected by the Majority Controlling Class Certificateholders,
as identified by notice to the Certificate Registrar by the applicable Controlling Class Certificateholders from time to time,
with notice of such selection delivered to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator; provided,
however, that (i) absent that selection, or (ii) until a Directing Holder is so selected or (iii) upon receipt of a notice from
the Majority Controlling Class Certificateholders, by Certificate Balance, that a Directing Holder is no longer designated, the
Directing Holder will be the Controlling Class Certificateholder that owns Certificates representing the largest aggregate Certificate
Balance of the Controlling Class as identified to the Certificate Administrator pursuant to the procedures set forth in this Agreement.
After the occurrence and during the continuance of a Control Termination Event, the Directing Holder shall only retain its consultation
rights to the extent specifically provided for in this Agreement. After the occurrence of a Consultation Termination Event, there
will be no Directing Holder and no party will be entitled to exercise any of the rights of the Directing Holder. A Borrower Affiliate
or any of its agents and affiliates may not be appointed as or act as a Directing Holder.


 


“Directing Holder
Asset Status Report Approval Process”: As defined in Section 3.10(j).


 


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


 


“Disclosable
Special Servicer Fees”: With respect to the Mortgage Loan or Foreclosed Property, any compensation and other remuneration
(including, without limitation, in the form of commissions, brokerage fees, or rebates, or as a result of any other fee-sharing


 



    -26-


     


    

 


arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without
limitation, the Trust, the Property Manager, the Borrower, any guarantor or indemnitor or any other Borrower Affiliate in respect
of the Mortgage Loan or any of their Affiliates and any purchaser of the Mortgage Loan or a Foreclosed Property) in connection
with the disposition, workout or foreclosure of the Mortgage Loan, the management or disposition of any Foreclosed 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 Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled
pursuant to Section 3.17 of this Agreement; provided, that any compensation and other remuneration that the
Servicer or Certificate Administrator is permitted to receive or retain pursuant to this Agreement in connection with its duties
in such capacity will not be Disclosable Special Servicer Fees.


 


“Disclosure
Parties”: As defined in Section 8.14(c).


 


“Disqualified
Non-U.S. Person”: With respect to a Class R Certificate, any Non-U.S. Person or agent thereof other than (i) a
Non-U.S. Person that holds such 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 Administrator with an effective IRS Form W-8ECI or other prescribed
form or (ii) a Non-U.S. Person that has delivered to both the transferor and the Certificate Administrator an Opinion of Counsel
of a nationally recognized tax counsel to the effect that the transfer of such Class R Certificate to it is in accordance
with the requirements of the Code and the regulations promulgated thereunder and that such transfer of such Class R Certificate
will not be disregarded for federal income tax purposes under Treasury Regulations Section 1.860G-3.


 


“Disqualified
Organization”: Either (a) the United States, a State, 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 FHLMC, a majority
of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization
or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by chapter 1
of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions
(as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’
cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2)
of the Code or (e) any other Person so designated by the Certificate Administrator based upon an Opinion of Counsel to the
effect that any transfer of a Class R Certificate to such Person may cause either the Upper-Tier REMIC or the Lower-Tier REMIC
to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State”
and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.


 


“Distribution
Account”: As defined in Section 3.5(a).


 


“Distribution
Date”: The fourth Business Day after the Determination Date, beginning in November 2019. The first Distribution Date
shall be November 18, 2019.


 






    -27-


     


    

 


“Distribution
Date Statement”: As defined in Section 4.4(a).


 


“Due Diligence
Service Provider”: As defined in Section 8.14(b).


 


“Eligible Account”:
A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts
(or subaccounts thereof) maintained with a federal or state-chartered depository institution or trust company which complies with
the definition of Eligible Institution, or (b) a segregated trust account or accounts (or subaccounts thereof) maintained with
a federal or state chartered depository institution or trust company acting in its fiduciary capacity that has an S&P rating
of (and whose long term unsecured debt obligations are rated) at least “BBB” and which, in the case of a state chartered
depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in
either case a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state
authority, as applicable or (c) such other account or accounts not listed in clauses (a) or (b) above with respect
to which a Rating Agency Confirmation has been obtained from the Rating Agency. An Eligible Account will not be evidenced by a
certificate of deposit, passbook or other instrument. If the holding institution for an account ceases to meet the requirements
of this definition for an “Eligible Account”, then the party responsible for administering such account hereunder shall
move such account to a holding institution meeting such requirements within 30 days.


 


“Eligible Institution”:
A depository institution or trust company insured by the Federal Deposit Insurance Corporation, (a) the short term unsecured debt
obligations or commercial paper of which are rated at least “A-1” by S&P and “P-1” by Moody’s
in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of accounts in which funds are held
for more than thirty (30) days and the long term unsecured debt obligations of which are rated at least “BBB” or higher
by S&P and “A2” or higher), (b) with respect to which a Rating Agency Confirmation has been obtained from the Rating
Agency in respect of the ratings of such depository institution or trust company or (c) KeyBank National Association, provided
that the short term unsecured debt obligations, deposits or commercial paper of which are rated at least “P-1” by Moody’s
and “A-2” by S&P in the case of accounts in which funds are held for thirty (30) days or less and the long term
unsecured debt obligations or deposit accounts of which are rated at least “A-2” by Moody’s and “BBB”
by S&P in the case of accounts in which funds are held for more than thirty (30) days.


 


“ERISA”:
The Employee Retirement Income Security Act of 1974, as amended from time to time, and the regulations promulgated thereunder.


 


“ERISA Plan”:
As defined in Section 5.3(s).


 


“Euroclear”:
As defined in Section 5.2(a).


 


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


 






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“Excess Servicing
Fees”: With respect to the Mortgage Loan (and any successor Foreclosed Property with respect thereto), that portion of
the Servicing Fees that accrue at a per annum rate equal to 0.00125%.


 


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


 


“Extended Period”:
As defined in Section 12.2(b).


 


“Extended Resolution
Period”: As defined in Section 2.9(a).


 


“Extension”:
As defined in Section 12.2(b).


 


“FHLMC”:
The Federal Home Loan Mortgage Corporation and its successors-in-interest.


 


“Fiduciary”:
As defined in Section 5.3(s).


 


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


 


“Fitch”:
Fitch Ratings, Inc., and its successors in interest.


 


“FNMA”:
The Federal National Mortgage Association and its successors-in-interest.


 


“Foreclosed
Companion Loan”: Each Companion Loan while the Properties are a Foreclosed Property.


 


“Foreclosed
Property”: The Properties or other Collateral securing the Mortgage Loan, title to which has been acquired on behalf
of or in the name of the Trustee on behalf of the Trust and Companion Loan Holders through foreclosure, deed-in-lieu of foreclosure
or otherwise.


 


“Foreclosed
Property Account”: The account or accounts established and maintained by the Special Servicer pursuant to Sections 3.6
and 3.14.


 






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“Foreclosure
Proceeds”: Proceeds, net of any related expenses of the Servicer, Special Servicer, the Certificate Administrator and/or
the Trustee, received in respect of the Foreclosed Property (including, without limitation, proceeds from the operation or rental
of the Foreclosed Property) prior to the final liquidation of the Foreclosed Property.


 


“Form 8-K Disclosure
Information”: The information described in the Form 8-K items set forth under the “Item on Form 8-K” column
on Exhibit W hereto.


 


“Global Certificate”:
As defined in Section 5.2(b).


 


“Guarantor”:
As defined in the Mortgage Loan Agreement.


 


“Guaranty”:
As defined in the Mortgage Loan Agreement.


 


“Independent”:
When used with respect to any specified Person, such a Person who (i) does not have any direct financial interest or any material
indirect financial interest in the Depositor, the Borrower Related Parties, any Companion Loan Holder, the Trustee, the Risk Retention
Consultation Party, the Certificate Administrator, the Servicer or the Special Servicer or in any of their respective Affiliates
and (ii) is not connected with the Depositor, the Borrower Related Parties, any Companion Loan Holder, the Trustee, the Risk
Retention Consultation Party, the Certificate Administrator, the Servicer or the Special Servicer or any of their respective Affiliates
as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.


 


“Independent
Appraiser”: An Independent professional real estate appraiser who (i) is a member in good standing of the Appraisal
Institute, (ii) if the state in which the Property or Foreclosed Property are located certifies or licenses appraisers, is
certified or licensed in such state, and (iii) has a minimum of five (5) years’ experience in the appraisal of
comparable properties in the geographic area in which the Properties are located.


 


“Independent
Contractor”: Either (i) any Person (other than the Special Servicer or Servicer) that would be an “independent
contractor” with respect to the Lower-Tier REMIC or the Upper-Tier REMIC within the meaning of Section 856(d)(3) of
the Code if such Trust REMIC were a real estate investment trust (except that the ownership test set forth in that Section of the
Code shall be considered to be met by any Person that owns, directly or indirectly, 35% or more of any Class of Certificates or
35% or more of the aggregate value of all Classes of Certificates or such other interest in the Certificates as is set forth in
an Opinion of Counsel, which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer
or the Trust Fund, be delivered to the Trustee, the Certificate Administrator, the Special Servicer or the Servicer on behalf of
the Trustee); provided that neither the Lower-Tier REMIC nor the Upper-Tier REMIC receives or derives any income from such
Person and the relationship between such Person and such Trust REMIC is at arm’s length, all within the meaning of Treasury
Regulations Section 1.856-4(b)(5), or (ii) any other Person (including the Special Servicer or the Servicer) if the Trustee
and the Certificate Administrator (or the Servicer or the Special Servicer on behalf of the Trustee) has received an Opinion of
Counsel which shall, at no expense to the Trustee, the Certificate Administrator, the Special Servicer, the Servicer (unless the
Special Servicer or the Servicer is providing the Opinion of Counsel with respect to itself) or


 



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the Trust Fund, be to the effect
that the taking of any action in respect of the Foreclosed 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 the Foreclosed Property to cease
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without
regard to the exception applicable for purposes of Section 860D(a) of the Code), or cause any income realized in respect of
the Foreclosed Property to fail to qualify as Rents from Real Property.


 


“Initial Delivery
Date”: As defined in Section 3.10(i).


 


“Initial Purchasers”:
SG Americas Securities, LLC and Credit Suisse Securities (USA) LLC.


 


“Initial Resolution
Period”: As defined in Section 2.9(a).


 


“Inquiry”:
As defined in Section 4.5(a)(i).


 


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


 


“Insurance Proceeds”:
(a) The portion of Net Proceeds paid as a result of a Casualty (as defined in the Mortgage Loan Agreement) other than amounts
to be applied to the restoration, preservation or repair of the Property or to be released to the Borrower each in accordance with
the terms of the Mortgage Loan Agreement, or if not required to be so applied or so released under the terms of the Mortgage Loan
Agreement, other than amounts applied to the restoration, preservation or repair of the Property in accordance with Accepted Servicing
Practices, (b) amounts paid by any insurer pursuant to any insurance policy required to be maintained by the Servicer pursuant
to Section 3.11, to the extent related to this Agreement only or (c) any other amounts paid by an insurer pursuant
to any insurance policy required to be maintained by the Borrower, to the extent allocable to the Mortgage Loan under the Mortgage
Loan Documents.


 


“Intercreditor
Agreement”: The certain Intercreditor Agreement, dated as of October 15, 2019, between the Lender and the Mezzanine Lenders.


 


“Interest Distribution
Amount”: With respect to any Distribution Date for any Class of Certificates or Uncertificated Lower-Tier Interest (other
than the LVRRI Uncertificated Interests), the sum of the Current Interest Distribution Amount for such Distribution Date and such
Class of Certificates or Uncertificated Lower-Tier Interest plus the aggregate unpaid Interest Shortfalls in respect of prior Distribution
Dates for such Class of Certificates or Uncertificated Lower-Tier Interest.


 


“Interest Reserve
Account”: As defined in Section 3.4(e).


 


“Interest Shortfall”:
With respect to any Distribution Date for any Class of Certificates or Uncertificated Lower-Tier Interest, the amount by which
the Current Interest Distribution Amount for such Class of Certificates or Uncertificated Lower-Tier Interest and


 



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such Distribution
Date exceeds the portion actually paid in respect of such Class of Certificates or Uncertificated Lower-Tier Interest on such Distribution
Date.


 


“Interested
Person”: As defined in Section 3.16(a)(ii).


 


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


 


“Investment
Account”: As defined in Section 3.8(a).


 


“Investor Certification”:
A certificate representing that such Person executing the certificate is a Certificateholder, a Beneficial Owner of a Certificate,
the VRR Interest Owner, a Companion Loan Holder, the Directing Holder, or a prospective purchaser of a Certificate, and that either
(a) such Person is not a Borrower Affiliate, or an agent or Affiliate of any of the foregoing, in which case such Person shall
have access to all the reports and information made available to Privileged Persons hereunder, or (b) such Person is a Borrower
Affiliate, or an agent or Affiliate of the foregoing, in which case such Person shall only be permitted to receive access to the
Distribution Date Statements prepared by the Certificate Administrator. The Investor Certification shall be substantially in the
form of Exhibit K-1 or Exhibit K-2 hereto, as applicable, or may be in the form of an electronic certification
contained on the Certificate Administrator’s Website containing the same information as Exhibit K-1 or Exhibit K-2,
as applicable. Investor Certifications may be submitted electronically via the Certificate Administrator’s Website. The Certificate
Administrator may require that Investor Certifications be resubmitted from time to time in accordance with its policies and procedures.
Upon receipt of notice from the Special Servicer that (i) an event of default under the Mezzanine Loan has occurred giving rise
to an automatic acceleration of the Mezzanine Loan or the right of the Mezzanine Lender thereunder to accelerate the Mezzanine
Loan, or (ii) the Mezzanine Lender has accelerated the Mezzanine Loan or commenced foreclosure proceedings against the equity interests
in the Borrower pledged pursuant to the Mezzanine Loan Documents, then the Certificate Administrator shall require each related
Restricted Holder that has previously submitted an Investor Certification to re-submit an Investor Certification in order to re-obtain
access to the Certificate Administrator’s website.


 


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


 


“Investment
Representation Letter”: A letter substantially in the form attached hereto as Exhibit P.


 


“Investor Q&A
Forum”: As defined in Section 4.5(a).


 


“Investor Registry”:
As defined in Section 4.5(b).


 






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“IRS”:
The Internal Revenue Service.


 


“Lender”:
As defined in the Mortgage Loan Agreement.


 


“Liquidated
Property”: The Property, if it has been liquidated and the Special Servicer has determined that all amounts which it
expects to recover from or on account of such Property have been recovered.


 


“Liquidation
Expenses”: Reasonable and customary expenses (other than expenses covered by any insurance policy) incurred by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee in connection with the liquidation of the Mortgage Loan or the
Property (including for the avoidance of doubt, reasonable and customary expenses incurred by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee in connection with the sale of the Mortgage Loan), such expenses including, without
limitation, legal fees and expenses, appraisal fees, brokerage fees and commissions, conveyance taxes and trustee and co-trustee
fees, if any. Liquidation Expenses shall not include any previously incurred expenses which have been previously reimbursed to
the party incurring the same or which were netted against income from the Foreclosed Property and were considered in the calculation
of the amount of Foreclosure Proceeds pursuant to the definition thereof.


 


“Liquidation
Fee”: A fee payable to the Special Servicer with respect to the Liquidated Property or the liquidation of the Specially
Serviced Mortgage Loan, whether through judicial foreclosure, sale or otherwise, or in connection with the sale, discounted payoff
or other liquidation of the Specially Serviced Mortgage Loan or the Liquidated Property, as to which the Special Servicer receives
any Liquidation Proceeds, equal to the product of the Liquidation Fee Rate and the Net Liquidation Proceeds related to such Liquidated
Property or Specially Serviced Mortgage Loan; provided that any such Liquidation Fee shall be reduced by any Net Modification
Fees paid by the Borrower with respect to the Specially Serviced Mortgage Loan that were received and retained by the Special Servicer,
but only to the extent those Net Modification Fees have not previously been deducted from a Work-out Fee or Liquidation Fee; provided,
further, that the Special Servicer shall not be entitled to receive a Liquidation Fee in connection with (i) the repurchase
of all or any allocable portion of the Trust Loan by the Trust Loan Seller pursuant to the Trust Loan Purchase Agreement (so long
as such repurchase occurs within the Initial Resolution Period or any Extended Resolution Period), (ii) a sale of all or any
portion of the Mortgage Loan by the Special Servicer to the Special Servicer or its Affiliate in accordance with Section 3.16
or (iii) a purchase of the Trust Loan by a mezzanine lender pursuant to any purchase option granted in the Intercreditor Agreement
(so long as such purchase occurs within 90 days after the first delivered notice of the applicable purchase option event is delivered
to such mezzanine lender).


 


Notwithstanding the foregoing,
in the event that the Mortgage Loan has become a Specially Serviced Mortgage Loan solely due to the failure to make the Balloon
Payment and the Mortgage Loan is refinanced on or before the date that is four (4) months after the Stated Maturity Date, the Special
Servicer will be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower.


 


“Liquidation
Fee Rate”: A rate equal to one half of one percent (0.50000%).


 






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“Liquidation
Proceeds”: Amounts (other than Insurance Proceeds and Condemnation Proceeds) received by the Special Servicer and/or
the Certificate Administrator in connection with the liquidation of the Specially Serviced Mortgage Loan, the Trust Loan, any Companion
Loan, any Note or any Liquidated Property, whether through judicial foreclosure, sale or otherwise, or in connection with the sale,
discounted payoff or other liquidation of the Specially Serviced Mortgage Loan, the Trust Loan, any Companion Loan or any Note
(other than amounts required to be paid to the Borrower pursuant to law or the terms of the Mortgage Loan Agreement) including
the proceeds of any full, partial or discounted payoff of the Specially Serviced Mortgage Loan, the Trust Loan, any Companion Loan
or any Note (exclusive of any portion of such payoff or proceeds that represents Default Interest).


 


“Lower-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Lower-Tier
REMIC.


 


“Lower-Tier
Distribution Amount”: As defined in Section 4.1(b).


 


“Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, (i) on or prior to the
first Distribution Date, an amount equal to the Original Lower-Tier Principal Amount of such Class as specified in the Introductory
Statement to this Agreement, and (ii) as of any date of determination after the first Distribution Date an amount equal
to the Certificate Balance of the Class of Related Certificates on the preceding Distribution Date (after giving effect to
distribution of principal and allocation of Realized Losses pursuant to Section 4.1(b)).


 


“Lower-Tier
REMIC”: One of two separate REMICs comprising the Trust Fund, the assets of which consist of all of the assets of the
Trust Fund other than the assets of the Upper-Tier REMIC.


 


“LVRRI Uncertificated
Interest”: A regular interest in the Lower-Tier REMIC, which is held as an asset of the Upper-Tier REMIC and has the
Original Lower-Tier Principal Amount and per annum rate of interest set forth in the Introductory Statement.


 


“MAI Standards”:
Standards of Professional Appraisal Practice established for Members of the Appraisal Institute.


 


“Major Decision”:
Any of the following:


 


(i)     
any proposed or actual foreclosure upon or comparable conversion (which may include acquisitions of a Foreclosed Property)
of the ownership of the Properties;


 


(ii)   
any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or
material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of the
Mortgage Loan or any extension of the Stated Maturity Date of the Mortgage Loan, other than as permitted pursuant to the terms
of the Mortgage Loan;


 






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(iii)    
any sale of the defaulted Mortgage Loan or any Foreclosed Property for less than the applicable Mortgage Loan Purchase Price;


 


(iv)   
any determination to bring the Properties or any Foreclosed Property into compliance with applicable environmental laws
or to otherwise address hazardous material located at such Foreclosed Property;


 


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


 


(vi)   
any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to the Mortgage Loan or
any consent to such a waiver or consent to a transfer of the Properties (or a potion thereof) or interests in the Borrower other
than for which there is no material lender discretion;


 


(vii)   any
incurrence of additional debt (including any PACE Debt) by the Borrower or any additional mezzanine financing (or issuance of preferred
equity that is substantially equivalent to a mezzanine loan) by any beneficial owner of the Borrower other than pursuant to the
specific terms of the Mortgage Loan Documents and for which there is no material lender discretion;


 


(viii)    any changes
to a Property Manager (with respect to the Mortgage Loan for which the lender is required to consent or approve under the Mortgage
Loan Documents);


 


(ix)    
releases of any escrow accounts, reserve accounts or letters of credit held as performance escrows or reserves, other than
those required pursuant to the specific terms of the Mortgage Loan and for which there is no lender discretion;


 


(x)    
any acceptance of an assumption agreement or any other agreement releasing the Borrower, the Guarantor or other obligor
from liability under the Mortgage Loan or the Mortgage Loan Documents other than pursuant to the specific terms of the Mortgage
Loan and for which there is no material lender discretion;


 


(xi)    
any determination of an Acceptable Insurance Default;


 


(xii) any
material modification, waiver or amendment of the Co-Lender Agreement (or any action to enforce rights (or decision not to enforce
rights) with respect to such Co-Lender Agreement, other than splitting the related Notes in accordance with the Co-Lender Agreement),
Intercreditor Agreement or similar agreement with any Mezzanine Lender related to the Mortgage Loan, or any action to enforce rights
(or decision not to enforce rights) with respect to such agreements, or any material modification, waiver or amendment of such


 






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agreements and/or the exercise of rights and powers granted under the Intercreditor Agreement or similar agreement to the Mortgage
Lender to the extent such rights or powers affect the priority of payment, consent rights or security interest with respect to
the Mortgage Loan, to the extent the Controlling Class Certificateholder, the Directing Holder or any affiliate of the foregoing
does not own any interest (whether legally, beneficially or otherwise) in any Mezzanine Loan or any material modification, waiver
or amendment of the Co-Lender Agreement;


 


(xiii)    
following a Mortgage Loan Event of Default, any exercise of material remedies, including the acceleration of the Mortgage
Loan or initiation of any proceedings, judicial or otherwise, under the related Mortgage Loan Documents;


 


(xiv) 
  the execution, renewal, extension, modification or termination of any Material Lease, to the extent lender approval is required
under the Mortgage Loan Documents;


 


(xv)   
 voting (including the refraining from voting) on any plan of reorganization, restructuring or similar plan in the bankruptcy
of the Borrower; or


 


(xvi) 
  any approval or adoption of any material alteration at the Property, to the extent lender approval is required under the
Mortgage Loan Documents.


 


“Majority Controlling
Class Certificateholders”: With respect to the Controlling Class, the Holder(s) of Certificates representing more than
fifty percent (50%) of such Controlling Class, by Certificate Balance, as determined by the Certificate Registrar.


 


“Management
Agreement”: As defined in the Mortgage Loan Agreement.


 


“Manager”:
As defined in the Mortgage Loan Agreement.


 


“Material Breach”:
As defined in the Trust Loan Purchase Agreement.


 


“Material Document
Defect”: As defined in the Trust Loan Purchase Agreement.


 


“Material Lease”:
As defined in the Mortgage Loan Agreement.


 


“Maturity Date”:
The Stated Maturity Date or such other date on which the outstanding principal balance of the Mortgage Loan becomes due and payable,
whether by declaration of acceleration, or otherwise.


 


“Modification
Fees”: With respect to the Mortgage Loan, any and all fees with respect to a modification, extension, waiver or amendment
that modifies, extends, amends or waives any term of the Mortgage Loan Documents (as evidenced by a signed writing) agreed to by
the Servicer or the Special Servicer (other than all Assumption Fees, Assumption Application Fees, defeasance fees, consent fees,
Special Servicing Fees, Liquidation Fees or Work-out Fees).


 






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“Monthly Payment”:
With respect to the Trust Loan or the Mortgage Loan and any Distribution Date, the scheduled payment of interest on the Trust Loan
or the Mortgage Loan, respectively, in each case which is due and payable on the immediately preceding Payment Date.


 


“Monthly Payment
Advance”: Any advance made with respect to the Trust Loan by the Servicer or the Trustee pursuant to Section 3.23(a)
or, if not made by the Servicer, made by the Trustee pursuant to Section 7.6, as applicable. Each reference to the
reimbursement or payment of a Monthly Payment Advance shall be deemed to include, whether or not specifically referred to, payment
or reimbursement of interest thereon at the Advance Rate through the date preceding the date of payment or reimbursement.


 


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


 


“Mortgage File”:
As defined in Section 2.1(b) and any additional documents required to be added to the Mortgage File pursuant to this
Agreement.


 


“Mortgage Loan”:
As defined in the Introductory Statement to this Agreement.


 


“Mortgage Loan
Agreement”: As defined in the Introductory Statement.


 


“Mortgage Loan
Documents”: All documents executed or delivered by the Borrower (or its Affiliates) evidencing or securing the Mortgage
Loan and any amendment thereof or thereafter or subsequently added to the Mortgage File, including without limitation the Mortgage
Loan Agreement. For the avoidance of doubt, the Mortgage Loan Documents shall not include the Securitization Indemnification Agreements,
and the rights of the Trust Loan Seller and other parties to the Securitization Indemnification Agreements thereunder will not
be part of the Trust Fund.


 


“Mortgage Loan
Event of Default”: An “Event of Default” as defined in the Mortgage Loan Agreement.


 


“Mortgage Loan
Interest Accrual Period”: With respect to any Payment Date, the period that commences on the 8th day of the calendar
month preceding the month in which such Payment Date occurs and terminates on the 7th day of the calendar month in which such Payment
Date occurs.


 


“Mortgage Loan
Purchase Price”: With respect to the Mortgage Loan or Foreclosed Property, an amount (without duplication) equal to the
sum of (i) the outstanding principal balance of the Mortgage Loan, together with all accrued interest and other amounts due on
the Mortgage Loan, including, without limitation, default interest and late charges, (ii) any Protective Advances, monthly advances
of principal and interest or servicing advances made by the Mortgage Lender or the Mortgage Loan servicer and any interest charged
by the Mortgage Lender on any advances for monthly payments of principal and/or interest on the Mortgage Loan and/or on any Protective
Advances), (iii) any workout fee (up to an amount equal to 1% of each collection of interest and principal received on the Mortgage
Loan) or liquidation fee (up to an amount equal to 1% of the outstanding principal balance of the Mortgage Loan), (iv) post-petition
interest, (v) exit fees and (vi) all reasonable costs and expenses (including special


 






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servicing fees and reasonable legal fees
and expenses) actually incurred by the Mortgage Lender or any servicer in enforcing the terms of the Mortgage Loan Documents, any
fees and expenses payable or reimbursable to any servicer, trustee, fiscal agent or special servicer, including, without limitation,
interest on any advances made by any of them and any workout, securitization, liquidation, special servicing or similar fees paid
or payable to any of them, but specifically excluding (x) any prepayment fees or premiums, yield or spread maintenance premiums
or fees, liquidated damages amount and (y) in the event that a Mezzanine Lender purchases the Mortgage Loan within 90 days of the
date it receives notice of the applicable Purchase Option Event, any workout or liquidation fees (notwithstanding clause (iii)
above), and default interest (other than interest on advances as set forth in clause (ii) above) and late charges (notwithstanding
clause (i) above).


 


“Net Foreclosure
Proceeds”: With respect to the Foreclosed Property, the Foreclosure Proceeds with respect to such Foreclosed Property
net of any insurance premiums, taxes, assessments, ground rents and other costs permitted to be paid therefrom pursuant to Section 3.14(c).


 


“Net Liquidation
Proceeds”: The excess of Liquidation Proceeds received with respect to the Property or the Mortgage Loan over the amount
of Liquidation Expenses incurred with respect thereto.


 


“Net Modification
Fees”: With respect to the Mortgage Loan, the sum of (A) the remainder, if any, of (i) any and all Modification
Fees with respect to a modification, waiver, extension or amendment of any of the terms of the Mortgage Loan, minus (ii) all
unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances at
the Advance Rate to the extent not otherwise paid or reimbursed by the Borrower but excluding Special Servicing Fees, Work-out
Fees and Liquidation Fees) either outstanding or previously incurred on behalf of the Trust or the Other Securitization Trust with
respect to the Mortgage Loan and reimbursed from such Modification Fees and (B) expenses previously paid or reimbursed from
Modification Fees as described in the preceding clause (A), which expenses have been subsequently recovered from the
Borrower or otherwise.


 


“Net Proceeds”:
The net amount of the applicable insurance proceeds or condemnation award, as the case may be, after deduction of reasonable costs
and expenses (including reasonable attorneys’ fees and expenses) in collecting such insurance proceeds or condemnation award,
as the case may be.


 


“Net Trust Note
Rate”: With respect to any Trust Note and any Distribution Date, the annualized rate at which interest would have to
accrue in respect of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order to produce the
aggregate amount of interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator
Fee Rate (including the portion that is the Trustee Fee) and the CREFC® Intellectual Property Royalty License Fee
Rate and exclusive of any rate at which Default Interest accrues on such Trust Note) actually accrued on such Trust Note during
the related Mortgage Loan Interest Accrual Period; provided, however, that for purposes of calculating Pass-Through
Rates, each Net Trust Note Rate shall be determined without regard to any modification, waiver or amendment of the terms of the
Trust Loan, whether agreed to by the


 



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Servicer, the Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding
involving the Borrower, or otherwise; provided, further, however, that (i) each Net Trust Note Rate for
the Mortgage Loan Interest Accrual Period preceding the Payment Dates in (a) January and February in each year that is not a leap
year or (b) in February only in each year that is a leap year (in the case of either (a) or (b), unless the related
Distribution Date is the final Distribution Date), shall be the annualized rate at which interest would have to accrue in respect
of such Trust Note on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of
interest (net of interest at the Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate (including
the portion that is the Trustee Fee) and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive
of any rate at which Default Interest accrues on such Trust Note) actually accrued on such Trust Note during the related Mortgage
Loan Interest Accrual Period, minus the applicable Withheld Amount and (ii) each Net Trust Note Rate for the Mortgage Loan
Interest Accrual Period preceding the Monthly Payment Date in March (or February, if the related Distribution Date is the final
Distribution Date), shall be the annualized rate at which interest would have to accrue in respect of such Trust Note on the basis
of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest (net of interest at the
Servicing Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate (including the portion that is the Trustee
Fee) and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of any rate at which Default Interest
accrues on such Trust Note) actually accrued on such Trust Note during the related Mortgage Loan Interest Accrual Period plus the
applicable Withheld Amounts.


 


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


 


“Non-Book Entry
Certificates”: As defined in Section 5.2(c).


 


“Non-Exempt
Person”: Any Person other than a Person who either (i) is a U.S. Person or (ii) has provided to the Certificate Administrator
for the relevant year such duly executed form(s) or statement(s) which may, from time to time, be prescribed by law and which,
pursuant to applicable provisions of (A) any income tax treaty between the United States and the country of residence of such Person,
(B) the Code or (C) any applicable rules or regulations in effect under clauses (A) or (B) above, permit the Certificate Administrator
to make such payments free of any obligation or liability for withholding, provided that duly executed form(s) provided to the
Certificate Administrator pursuant to Section 5.2(r), shall be sufficient to evidence that such providing Person is not
a Non-Exempt Person.


 


“Non-Trust Notes”: 
As defined in the Introductory Statement.


 


“Non-U.S. Beneficial
Ownership Certification”: As defined in Section 5.3(f).


 


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


 






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“Non-VRR Interest
Available Funds”: With respect to any Distribution Date, the portion of Aggregate Available Funds allocated to the Certificates,
which amount is equal to the Non-VRR Percentage of the amount of Aggregate Available Funds for such Distribution Date.


 


“Non-VRR Percentage”:
95.0%. For the avoidance of doubt, at all times the sum of the VRR Percentage and the Non-VRR Percentage shall equal 100%.


 


“Non-VRR Interest
Realized Loss”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of the Certificate
Balances of the Sequential Pay Certificates after giving effect to distributions made on such Distribution Date exceeds (ii) the
product of (a) the Non-VRR Percentage and (b) the outstanding principal balance of the Trust Loan after giving effect to (x) any
payments of principal received with respect to the Payment Date occurring immediately prior to such Distribution Date and (y) the
aggregate reductions of the principal balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding,
modification or otherwise.


 


“Nondisqualification
Opinion”: An Opinion of Counsel, prepared at the Trust Fund’s expense and payable from the Collection Account,
that a contemplated action will not cause (i) either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a
REMIC at any time that any Certificates are outstanding or (ii) a “prohibited transaction” or “prohibited
contributions” tax to be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC at any time that any Certificates
are outstanding.


 


“Nonrecoverable
Advance”: Any portion of an Advance previously made and not previously reimbursed, or proposed to be made, including
interest thereon, which, in accordance with Accepted Servicing Practices (in the case of the Servicer) or good faith and reasonable
business judgment (in the case of the Trustee) would not be ultimately recoverable from subsequent payments or collections (including
Liquidation Proceeds, Condemnation Proceeds and Insurance Proceeds) in respect of the Mortgage Loan or the Properties (in the case
of Property Protection Advances or Administrative Advances) or the Trust Loan (in the case of Monthly Payment Advances) or from
funds on deposit in the Collection Account pursuant to Section 3.4(c). The Trustee may rely conclusively upon a determination
of non-recoverability made by the Servicer. The Servicer or the Special Servicer may consider (among other things) the items listed
in Section 3.23(h) when making a determination regarding a Nonrecoverable Advance.


 


“Note Interest
Rate”: With respect to each Note, the per annum rate at which interest accrues on such Note as set forth in the
Mortgage Loan Agreement without giving effect to the Default Rate.


 


“Notes”:
As defined in the Introductory Statement to this Agreement.


 


“Notional Amount”:
In the case of the Class X Certificates, the Class X Notional Amount. In the case of the Class A Component, the
Certificate Balance of the Class A Certificates. In the case of the Class B Component, the Certificate Balance of the
Class B Certificates. In the case of the Class C Component, the Certificate Balance of the Class C Certificates.


 






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“NRSRO”:
Any nationally recognized statistical rating organization, as defined in Section 3(a)(62) of the Exchange Act, including the
Rating Agency.


 


“NRSRO Certification”:
A certification (a) substantially in the form of Exhibit M executed by an NRSRO (including the Rating Agency)
or (b) provided electronically and executed by such NRSRO by means of a “click-through” confirmation on the 17g-5
Information Provider’s Website, in either case in favor of the 17g-5 Information Provider that states that (a) such
NRSRO is a Rating Agency, or (b) that such NRSRO has provided the Depositor with the appropriate certifications under paragraph
(e) of Rule 17g-5, such NRSRO has access to the Depositor’s 17g-5 website and any confidentiality provisions relating
to information on the Depositor’s 17g-5 website apply equally to information on the Certificate Administrator’s Website
and the 17g-5 Information Provider’s Website.


 


“Offered Certificates”:
The Certificates.


 


“Offering Circular”:
The Offering Circular, dated September 27, 2019, for the Certificates.


 


“Officer’s
Certificate”: A certificate signed by (i) the Chairman of the Board, the Vice Chairman of the Board, the President or
a Vice President (however denominated), the Treasurer, the Secretary, one of the Assistant Treasurers or Assistant Secretaries,
any Servicing Officer, Responsible Officer or other officer of the Servicer, the Special Servicer, the Depositor, the Trust Loan
Seller or any other entity referred to herein, as the case may be, customarily performing functions similar to those performed
by any of the above designated officers 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) with respect to the
Certificate Administrator and the Trustee, a Responsible Officer.


 


“Opinion of
Counsel”: A written opinion of counsel, who may, without limitation, be counsel for the Depositor, the Servicer or the
Special Servicer, reasonably acceptable to the Trustee and the Certificate Administrator.


 


“Original Certificate
Balance”: As defined in the Introductory Statement.


 


“Original Lower-Tier
Principal Amount”: With respect to any Class of Uncertificated Lower-Tier Interests, the initial Lower-Tier Principal
Amount thereof as of the Closing Date, in each case as specified in the Introductory Statement to this Agreement.


 


“Original VRR
Interest Balance”: As defined in the Introductory Statement.


 


“Origination
Date”: September 6, 2019.


 


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


 


“Other Exchange
Act Reporting Party”: With respect to any Other Securitization Trust that is subject to the reporting requirements of
the Exchange Act, the trustee, certificate administrator, master servicer, special servicer, operating advisor or depositor under
the related


 



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Other Pooling and Servicing Agreement that is responsible for the preparation and/or filing of Form 8-K, Form 10-D
and Form 10-K with respect to such Other Securitization Trust, as identified in writing to the parties to this Agreement; and,
with respect to any Other Securitization Trust that is not subject to the reporting requirements of the Exchange Act and for the
purposes of Sections 13.7, 13.8, 13.9 and 13.16 only, the trustee, certificate administrator, master
servicer, special servicer, operating advisor 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 Pooling
and Servicing Agreement”: The applicable pooling and servicing agreement or other applicable comparable agreement governing
the creation of any Other Securitization Trust and the issuance of securities with respect to any Companion Loan (or any portion
thereof or interest therein).


 


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


 


“PACE Debt”:
Any amounts owed in respect of energy retrofit lending programs, commonly known as “PACE Loans”.


 


“Pass-Through
Rate”: For the following Classes of Certificates, the related Pass-Through Rate set forth below, and for each Uncertificated
Lower-Tier Interest (other than the LVRRI Uncertificated Interests), weighted average of the Net Trust Note Rates of the Trust
Notes at which, in each case, interest accrues on the Certificate Balance, Notional Amount or Lower-Tier Principal Amount, as applicable,
of such Class as set forth in the Introductory Statement to this Agreement.


 


	Class of Certificates	 	Pass-Through Rate
	Class A Certificates	 	Class A Pass-Through Rate
	 	 	 
	Class X Certificates	 	Class X Pass-Through Rate
	 	 	 
	Class B Certificates	 	Class B Pass-Through Rate
	 	 	 
	Class C Certificates	 	Class C Pass-Through Rate
	 	 	 
	Class D Certificates	 	Class D Pass-Through Rate
	 	 	 
	Class E Certificates	 	Class E Pass-Through Rate
	 	 	 
	Class F Certificates	 	Class F Pass-Through Rate



 


With respect to the VRR
Interest and the LVRRI Uncertificated Interest and any Distribution Date, the effective per annum rate at which interest
accrues on the VRR Interest during any Certificate Interest Accrual Period, which will be the weighted average of the Net Trust
Note Rates of all of the Trust Notes of the Mortgage Loan.


 






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“Payment Date”:
The 8th day of each calendar month during the term of the Mortgage Loan, or, if such day is not a Business Day (as defined in the
Mortgage Loan Agreement), the immediately preceding Business Day (as defined in the Mortgage Loan Agreement); subject to any applicable
grace period pursuant to the Mortgage Loan Agreement.


 


“Percentage
Interest”: As to any Class of Regular Certificate, the initial Certificate Balance or Notional Amount of such Certificate
divided by the initial Certificate Balance or Notional Amount of all of the Certificates of the related Class. With respect to
the Class R Certificates, the percentage specified on the Certificate held by the Holder of such Certificate. With respect
to the VRR Interest, “Percentage Interest” means 100%.


 


“Permitted Encumbrances”:
As defined in the Mortgage Loan Agreement.


 


“Permitted Investments”:
Any one or more of the following obligations or securities acquired at a purchase price of not greater than par, including those
issued by the Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates, payable on demand or
having a maturity date not later than the Business Day immediately prior to the first Payment Date following the date of acquiring
such investment and meeting one of the appropriate standards set forth below:


 


(i)         obligations of, or obligations fully guaranteed as to payment of principal and interest by, the United States or an agency
or instrumentality thereof provided such obligations are backed by the full faith and credit of the United States of America
and shall be limited to the following: (i) U.S. Treasury obligations (all direct or fully guaranteed obligations), (ii) Federal
Housing Administration (debentures), (iii) Government National Mortgage Association guaranteed mortgage-backed securities
or participation certificates, (iv) the Small Business Administration (guaranteed participation certificates and guaranteed
pool certificates), (v) the U.S. Department of Housing and Urban Development public housing agency bonds (previously referred
to as local authority bonds), (vi) RefCorp obligations, (vii) Farm Credit System consolidated systemwide bonds and notes,
(viii) Federal Home Loan Banks’ consolidated debt obligations, (ix) Federal Home Loan Mortgage Corp. debt obligations
and (x) Federal National Mortgage Association debt obligations; provided, with respect to any investment set forth
in clauses (vii), (viii), (ix) and (x), if such investment has a maturity of 60 days or less, such investment must be rated at
least “A-1” by S&P and if such investment has a maturity of more than 60 days but less than 365 days, such investment
must be rated at least “AA-”, “A-1+” or “AAAm” by S&P;


 


(ii)        repurchase agreements on obligations specified in clause (i) of this definition, with a party agreeing to repurchase such
obligations (A) in the case of such investments with maturities of 30 days or less, the short term obligations of which are rated
at least “A-1+” by S&P (or the equivalent) (or, if not so rated, such lower rating as is the subject of a Rating
Agency Confirmation from S&P relating to the Certificates), (B) in the case of such investments with maturities of three months
or less, but more than 30 days, the short term obligations of which are rated at least “A-1+” (or the equivalent) by
S&P (or, if not so rated, such lower rating as is the subject of a Rating Agency Confirmation from S&P relating to the
Certificates), (C) in the case of such investments


 



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with maturities of six months or less, but more than three months, the short-term
obligations of which are rated “A-1+” (or the equivalent) by S&P and the long-term obligations of which are rated
at least “AA-” by S&P (or, if not so rated, such lower rating as is the subject of a Rating Agency Confirmation
from S&P relating to the Certificates), and (D) in the case of such investments with maturities of more than six months (but
less than 365 days), the short-term obligations of which are rated “A-1+” (or the equivalent) by S&P and the long-term
obligations of which are rated at least “AA-” by S&P (or, if not so rated, such lower rating as is the subject
of a Rating Agency Confirmation from S&P relating to the Certificates);


 


(iii)       federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances
of any bank or trust company organized under the laws of the United States or any state thereof, provided, that if such
investment has a maturity of 60 days or less, such investment must be rated at least “A-1” by S&P, and if such
investment has a maturity of more than 60 days but less than 365 days, such investment must be rated at least “AA-”,
“A-1+” or “AAAm” by S&P (or, in either case, if not so rated, such lower rating as is the subject of
a Rating Agency Confirmation from S&P relating to the Certificates);


 


(iv)       commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation
not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are
not subject to any withholding imposed by any non-United States jurisdiction), provided, that if such investment has a maturity
of 60 days or less, such investment must be rated at least “A-1” by S&P, and if such investment has a maturity
of more than 60 days but less than 365 days, such investment must be rated at least “AA-”, “A-1+” or “AAAm”
by S&P (or, in either case, if not so rated, such lower rating as is the subject of a Rating Agency Confirmation from S&P
relating to the Certificates);


 


(v)        units of taxable money market mutual funds, issued by regulated investment companies, which seek to maintain a constant
net asset value per share (including the Federated Prime Obligation Money Market Fund, US Bank Long Term Eurodollar Sweep or Wells
Fargo Money Market Funds) so long as any such fund is rated at least “AAAm” by S&P or otherwise acceptable to S&P,
in any such case, as confirmed in a Rating Agency Confirmation relating to the Certificates; and


 


(vi)       any other demand, money market or time deposit, demand obligation or any other obligation, security or investment, provided
that the Servicer, Special Servicer or Certificate Administrator, as applicable, has received a Rating Agency Confirmation relating
to the Certificates.


 


Notwithstanding the foregoing,
“Permitted Investments” (i) for which a rating by S&P is required as set forth above, 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; provided, that ratings with “(p)” and “(i)” subscripts, such
as a bond rated “AAAp NRi”, would qualify as long as the analysis of the supported security takes into consideration
the credit risk of the principal and, if applicable, interest portion of the temporary


 



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investment; (ii) shall be limited to
those instruments that have a predetermined fixed dollar of principal due at maturity that cannot vary or change and cannot include
any embedded options (i.e., it is not callable, putable or convertible) unless full payment of principal is paid in cash upon the
exercise of the option; (iii) shall only include instruments that qualify as “cash flow investments” (within the
meaning of Section 860G(a)(6) of the Code); and (iv) shall exclude any investment where the right to receive principal
and interest 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. Interest may either be fixed or variable, and any variable interest must be tied to a single
interest rate index plus a single fixed spread (if any), and move proportionately with that index. No investment shall be made
that requires a payment above par for an obligation if the obligation may be prepaid at the option of the issuer thereof prior
to its maturity. All investments (a) shall mature or be redeemable upon the option of the holder thereof on or prior to the earlier
of (x) three months from the date of their purchase and (y) the Business Day preceding the day before the date such amounts
are required to be applied hereunder and (b) shall not have a maturity in excess of one (1) year.


 


“Permitted Special
Servicer/Affiliate Fees”: Any commercially reasonable treasury management fees, appraisal fees, banking fees, insurance
commissions or fees, property condition report fees and appraisal fees received or retained by the Special Servicer or any of its
Affiliates in connection with any services performed by such party with respect to the Mortgage Loan or Foreclosed Property in
accordance with this Agreement.


 


“Permitted Transferee”:
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
would not cause the Lower-Tier REMIC or Upper-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding,
(c) a Disqualified Non-U.S. Person, (d) any partnership if any of its interests are (or under the partnership agreement
are permitted to be) owned, directly or indirectly (other than through a U.S. corporation), by a Disqualified Non-U.S. Person,
(e) a U.S. Person with respect to whom income from the Class R Certificate is attributable to a foreign permanent establishment
or fixed base, within the meaning of an applicable income tax treaty, of the transferee or any other U.S. Person or (f) a Plan
or a Person acting on behalf of or using the assets of a Plan to acquire any Class R Certificate.


 


“Person”:
Any individual, corporation, limited liability company, partnership, joint venture, estate, trust, unincorporated association,
bank, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in
such capacity on behalf of any of the foregoing.


 


“Plan”:
As defined in Section 5.3(n).


 


“Principal
Distribution Amount”: For each Distribution Date and each Class of Sequential Pay Certificates, the sum of
(i) the Non-VRR Percentage of the Regular Principal Distribution Amount for such Distribution Date and (ii) the
aggregate unpaid Principal Shortfalls in respect
of prior Distribution Dates.


 



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“Principal Shortfall”:
For each Distribution Date, the amount by which the Non-VRR Percentage of the Regular Principal Distribution Amount for such Distribution
Date exceeds the amount actually distributed in respect of principal to the Sequential Pay Certificates on such Distribution Date.


 


“Privileged
Information”: Any (i) correspondence between the Directing Holder or the Risk Retention Consultation Party, on the one
hand, and the Trustee, the Servicer or the Special Servicer, on the other hand, related to the Specially Serviced Mortgage Loan
or the exercise of the Directing Holder’s consent or consultation rights or the consultation rights of the Risk Retention
Consultation Party under this Agreement or (ii) strategically sensitive information in the Special Servicer’s possession
that the Special Servicer has reasonably determined could compromise the Trust Fund’s position in any ongoing or future negotiations
with the Borrower or other interested party and that is labeled or otherwise identified as Privileged Information by the Special
Servicer and (iii) information subject to attorney-client privilege; provided, however, that the Certificate Administrator
shall not be under any obligation to review whether any inquiry or response contains such direct communication with the Directing
Holder. The Servicer shall be entitled to rely on any identification of materials as “attorney-client privileged” without
liability for any such reliance hereunder.


 


“Privileged
Person”: The Depositor and its designees, the Initial Purchasers, the Servicer, the Special Servicer, the Trustee, the
Certificate Administrator, the Trust Loan Seller, the Risk Retention Consultation Party, any Companion Loan Holder that delivers
an Investor Certification, any Person who provides the Certificate Administrator with an Investor Certification (including the
Directing Holder (but only prior to the occurrence of a Consultation Termination Event) and any NRSRO that delivers an NRSRO Certification
to the Certificate Administrator, which Investor Certification and NRSRO Certification may be submitted electronically via the
Certificate Administrator’s Website. For purposes of obtaining access to information in the possession of the Certificate
Administrator and/or receiving any information or report from the Certificate Administrator’s Website (including accessing
the Investor Q&A Forum), other than Distribution Date Statements only, each Borrower Affiliate and any of its respective agents
and Affiliates (in each case, as evidenced by an Investor Certification in the form of Exhibit K-2 hereto) shall be
deemed to not be a “Privileged Person”. Notwithstanding anything herein to the contrary, the provisions hereof shall
not limit the Servicer’s ability to make accessible certain information regarding the Mortgage Loan at a website maintained
by the Servicer. None of the Servicer, the Special Servicer or the Certificate Administrator shall be liable for any communication
to the Risk Retention Consultation Party or disclosure of information if the Servicer, the Special Servicer or the Certificate
Administrator, as applicable, did not receive prior written notice that the Risk Retention Consultation Party is a Borrower Affiliate.
Each of the Servicer, the Special Servicer and the Certificate Administrator shall be entitled to conclusively rely on any written
notice from the Risk Retention Consultation Party that it is or is no longer a Borrower Affiliate.


 


“Pro Rata and
Pari Passu Basis”: As defined in the Co-Lender Agreement.


 


“Property”:
As defined in the Mortgage Loan Agreement.


 


“Property Protection
Advance”: As defined in Section 3.23(b).


 






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“QIB”:
A “qualified institutional buyer” within the meaning of Rule 144A.


 


“Qualified Bidder”:
As defined in Section 7.2(b).


 


“Qualified Mortgage”:
As defined in Section 2.9(a).


 


“RAC Decision”:
(i) Any action described in clauses (v), (vi), (vii), (viii), (x) or (xii) (provided that, with respect to clause (xii), only a
material modification of the Intercreditor Agreement relating to the priority of payments will constitute a “RAC Decision”)
of the definition of Major Decision and (ii) any Defeasance Event and (iii) any approval by the Mortgage Lender in accordance with
the Mortgage Loan Agreement of deviations from certain insurance carrier ratings requirements set forth in the Mortgage Loan Agreement.


 


“Rated Final
Distribution Date”: With respect to the Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates,
the Distribution Date in September 2039.


 


“Rating Agency”:
S&P.


 


“Rating Agency
Confirmation”: With respect to any matter, confirmation in writing (which may be in electronic format) by the Rating
Agency that a proposed action, failure to act or other event so specified in this Agreement or the Mortgage Loan Documents 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) immediately prior to the occurrence of the action, failure to act or other event
with respect to which Rating Agency Confirmation is sought; as set forth in Section 3.28 hereof; provided that with
respect to any matter affecting any Companion Loan, so long as such Companion Loan (or any portion thereof) is subject to a securitization
transaction, any Rating Agency Confirmation shall also refer to the Companion Loan Rating Agency Confirmation from each related
Companion Loan Rating Agency to the extent provided in Section 3.28. At any time during which no Certificates are rated
by the Rating Agency, no Rating Agency Confirmation will be required from the Rating Agency. A Rating Agency Confirmation may be
obtained or deemed to be satisfied as set forth in Section 3.28 hereof; provided that a written waiver (which may
be in electronic form) or other acknowledgment from the Rating Agency indicating its decision not to review or to decline to review
the matter for which the Rating Agency Confirmation is sought shall be deemed to satisfy the requirement for the Rating Agency
Confirmation from the Rating Agency with respect to such matter.


 


“Rating Agency
Fees and Expenses”: Any fees due to the Rating Agency for ongoing ratings surveillance with respect to the Certificates.


 


“Rating Agency
Inquiry”: As defined in Section 4.5(d).


 


“Rating Agency
Q&A Forum and Document Request Tool”: As defined in Section 4.5(d).


 


“Realized Loss”:
A Non-VRR Interest Realized Loss or a VRR Interest Realized Loss, as applicable.


 






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“Record Date”:
With respect to any Distribution Date, for the Certificates and the VRR Interest, the close of business on the last Business Day
of the calendar month immediately preceding the calendar month in which such Distribution Date occurs.


 


“Regular Certificates”:
The Class A, Class X, Class B, Class C, Class D, Class E and Class F Certificates.


 


“Regular Principal
Distribution Amount”: For each Distribution Date, the sum of (a) all amounts collected or advanced in respect of principal
with respect to the Trust Loan during the related Collection Period, (b) the principal portion of the Repurchase Price and
(c) all amounts received in respect of principal on the Trust Loan from Net Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds or the sale of the Trust Loan to the Mezzanine Lender and all amounts otherwise received in respect of principal on the
Trust Loan.


 


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


 


“Regulation
S”: Regulation S under the Act.


 


“Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Related Certificates”,
“Related Uncertificated Lower-Tier Interests”: For the following Classes of Certificates, Classes of Uncertificated
Lower-Tier Interests and Classes of Certificates, as applicable, set forth below:


 


	Related Uncertificated Lower-Tier Interests	 	Related Certificates
	Class LA Uncertificated Interest	 	Class A
	 	 	 
	Class LB Uncertificated Interest	 	Class B
	 	 	 
	Class LC Uncertificated Interest	 	Class C
	 	 	 
	Class LD Uncertificated Interest	 	Class D
	 	 	 
	Class LE Uncertificated Interest	 	Class E
	 	 	 
	Class LF Uncertificated Interest	 	Class F



 


“Relevant Action”:
As defined in Section 3.29(b).


 


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


 


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


 






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“REMIC Provisions”:
Provisions of the Code relating to “real estate mortgage investment conduits,” including Sections 860A through 860G
of the Code.


 


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


 


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


 


“REO Management
Fee”: As to the Property when it is a Foreclosed Property, a fee payable out of the Foreclosed Property Account to the
Successor Manager for managing such Property while it is owned by the Trust Fund, which shall be reasonable and customary in the
market in which such Property is located.


 


“Reporting Servicer”:
The Servicer, the Special Servicer, the Certificate Administrator, the Trustee or a Servicing Function Participant engaged by any
such party, as the case may be.


 


“Repurchase
Communication”: For purposes of Section 2.2(d) only, any communication, whether oral or written, which need
not be in any specific form.


 


“Repurchase
Price”: An amount (without duplication) equal to, with respect to the Trust Loan, the sum of (i) the unpaid principal
balance of the Trust Loan, (ii) accrued and unpaid interest on the Trust Loan at the weighted average of the Trust Note Rates
(without giving effect to the Default Rate) to and including the last day of the related Mortgage Loan Interest Accrual Period
in which the repurchase is to occur, (iii) unreimbursed Property Protection Advances and Administrative Advances together
with interest on Advances allocable to the Trust Loan pursuant to the Co-Lender Agreement, (iv) an amount equal to all interest
on outstanding Monthly Payment Advances, (v) any unpaid Trust Fund Expenses allocable to the Trust Loan pursuant to the Co-Lender
Agreement and (vi) any other expenses reasonably incurred or expected to be incurred by the Servicer, the Special Servicer,
the Certificate Administrator or the Trustee arising out of the enforcement of the repurchase obligation.


 


“Repurchase
Request”: With respect to the Trust Loan, any request or demand whether oral or written that the Trust Loan be repurchased
or replaced, whether arising from a Material Breach or Material Document Defect or other breach of a representation or warranty.


 


“Repurchase
Request Recipient”: As defined in Section 2.2(d).


 


“Repurchase
Request Withdrawal”: As defined in Section 2.2(d).


 


“Requesting
Holders”: As defined in Section 3.7(f).


 


“Requesting
Party”: As defined in Section 3.28.


 


“Required Advance
Amount”: With respect to any Distribution Date, an amount equal to (a) the amount of the Monthly Payment Advance
with respect to the Trust Loan (taking into account any Trust Appraisal Reduction Amount as of such Distribution Date) that would
be


 



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required to be made on the related Remittance Date by the Servicer had the Borrower not made any portion of the Monthly Payment
(or an Assumed Monthly Payment) for the related Payment Date (or an assumed Payment Date) less (b) the aggregate compensation
payable on such Remittance Date to Servicer in respect of the Servicing Fee, the Certificate Administrator in respect of the Certificate
Administrator Fee (including the portion that constitutes the Trustee Fee) and to CREFC® in respect of the CREFC®
Intellectual Property Royalty License Fee.


 


“Reserve Account”:
Any reserve account required to be maintained by the lender (or the Servicer, on its behalf) pursuant to Section 3 of the Mortgage
Loan Agreement.


 


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


 


“Responsible
Officer”: When used with respect to (i) the Trustee, any officer of the Corporate Trust Office of the Trustee 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, and in the
case of any certification or other document required to be signed by a Responsible Officer, an authorized signatory whose name
and specimen signature appears on a list furnished to the Servicer or the Special Servicer, as applicable, by the Trustee or the
Certificate Administrator, as applicable, as such list may from time to time be amended.


 


“Restricted
Holder”: Any Certificateholder, Beneficial Owner of a Certificate or prospective purchaser of a Certificate (whether
legally, beneficially or otherwise) or any other Person that is also the Mezzanine Lender (or any Affiliate or agent thereof) or
an owner in any interest in a Mezzanine Loan (whether legally, beneficially or otherwise, including as a holder of a note evidencing
a Mezzanine Loan, a holder of a participation interest in a Mezzanine Loan or a beneficial owner of any securities collateralized
by a Mezzanine Loan) (i) as to which an event of default under a Mezzanine Loan has occurred giving rise to an automatic acceleration
of a Mezzanine Loan or the right of the Mezzanine Lender thereunder to accelerate such Mezzanine Loan or (ii) as to which foreclosure
proceedings against the related collateral have been initiated (and in respect of which, the Special Servicer has received notice
thereof).


 


“Restricted
Period”: As defined in Section 5.2(a).


 


“Retained Fee
Rate”: With respect to the Trust Loan (and any successor foreclosed property with respect thereto), 0.00125% and with
respect to the Companion Loans, 0%.


 


“Retaining Sponsor”:
SGFC.


 


“Risk Retention
Allocation Percentage”: A fraction expressed as a percentage equal to the VRR Percentage divided by the Non-VRR Percentage.


 






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“Risk Retention
Consultation Party”: The party selected by the VRR Interest Owner. The initial Risk Retention Consultation Party is expected
to be SGFC.


 


“Risk Retention
Period”: The period from the Closing Date until the date that is the earliest of (A) the latest of (i) the date on which
the total unpaid principal balance of the Trust Loan has been reduced to 33% of the total unpaid principal balance of the Trust
Loan as of the Cut-off Date; (ii) the date on which the total outstanding Certificate Balance of the Certificates and the VRR Interest
Balance of the VRR Interest has been reduced to 33% of the total outstanding Certificate Balance of the Certificates and the VRR
Interest Balance of the VRR Interest as of the Closing Date; and (iii) two years after the Closing Date; or (B) subject to the
consent of the Retaining Sponsor (which consent shall not be unreasonably withheld), the date on which the Credit Risk Retention
Rules have been officially repealed or abolished in their entirety or officially determined by the relevant regulatory agencies
to be no longer applicable to the securitization transaction contemplated by this Agreement or the VRR Interest.


 


“Rule 144A”:
As defined in Section 5.2(b).


 


“Rule 144A Global
Certificate”: As defined in Section 5.2(b).


 


“Rule 144A Information”:
As defined in Section 3.21(d).


 


“Rule 144A Information
Recipients”: As defined in Section 3.21(d).


 


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


 


“Rule 15Ga-1
Notice”: As defined in Section 2.2(d).


 


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


 


“S&P”:
S&P Global Ratings, and its successors-in-interest.


 


“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”: With respect to an Other Securitization Trust, the certification required to be filed together with such
Other Securitization Trust’s Exchange Act report on Form 10-K pursuant to Rule 13a-14 and Rule 15d-14 of the Exchange Act.


 


“Stated Maturity
Date”: The Payment Date occurring in September 2029.


 


“Securitization
Cooperation Provisions”: The provisions set forth in Section 9 of the Mortgage Loan Agreement (which sections provide
for, among other things, indemnifications by the Borrower for certain information contained in the Offering Circular).


 


“Securitization
Indemnification Agreements”: The indemnification agreements, dated as of September 20, 2019, September 27, 2019 and October
15, 2019, each among the Depositor, the Initial Purchasers, the Trust Loan Seller and the Borrower.


 






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“Security Instrument”:
As defined in the Mortgage Loan Agreement.


 


“Sequential
Pay Certificates”: The Class A, Class B, Class C, Class D, Class E and Class F Certificates.


 


“Servicer”:
KeyBank National Association, a national banking association or if any successor servicer is appointed as herein provided, such
successor servicer.


 


“Servicer Customary
Expense”: As defined in Section 3.17.


 


“Servicer Investment
Personnel”: As defined in Section 6.5(a).


 


“Servicer Servicing
Personnel”: As defined in Section 6.5(a).


 


“Servicer Termination
Event”: As defined in Section 7.1(a).


 


“Service(s)”
or “Servicing”: In accordance with Regulation AB, the act of servicing and administering the Mortgage Loan or
any other assets of the Trust by an entity (other than the Certificate Administrator or 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 industry.


 


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


 


“Servicing Fee”:
With respect to the Trust Loan, each Companion Loan and any Foreclosed Property, a fee payable monthly out of amounts on deposit
in the Collection Account pursuant to Section 3.17, (which includes the Excess Servicing Fee) that will accrue at the
Servicing Fee Rate, with respect to any amount collected within a collection period and will consist of an amount computed on the
basis of the same principal amount, in the same manner and for the same Mortgage Loan Interest Accrual Period respecting which
any related interest payment on the Trust Loan or such Companion Loan, as the case may be, is (or would have been) computed. For
the avoidance of doubt, the Servicing Fee with respect to the Trust Loan shall be deemed payable from the Lower-Tier REMIC.


 


“Servicing Fee
Rate”: With respect to the Trust Loan, 0.00250% per annum; and with respect to the Companion Loans, 0.00125% per
annum.


 


“Servicing Function
Participant”: Any Additional Servicer, Sub-Servicer, Subcontractor or any other Person, other than the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer, that is performing activities that address the Applicable Servicing Criteria
as of any date of determination.


 


“Servicing Officer”:
Any officer of the Servicer or the Special Servicer involved in, or responsible for, the administration and servicing of the Mortgage
Loan whose name and


 



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specimen signature appear on a list of servicing officers furnished to the Trustee and the Certificate Administrator
on the Closing Date by the Servicer or the Special Servicer, as applicable, in the form of an Officer’s Certificate, as such
list may from time to time be amended.


 


“Servicing Released
Bid”: As defined in Section 7.2(b).


 


“Servicing Retained
Bid”: As defined in Section 7.2(b).


 


“Significant
Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter
of any calendar year), the date that is fifteen (15) days after the Relevant Distribution Date occurring on or immediately following
the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the Mortgage
Loan Documents. The parties to this Agreement acknowledge that that in the event the Property securing a Companion Loan is a “significant
obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization Trust that includes
such Companion Loan, the date on which quarterly financial statements are required to be delivered to the related lender under
the Mortgage Loan Documents is, with respect to net operating income information, forty-five (45) days following the end of each
fiscal quarter, subject to the terms of the Mortgage Loan Agreement.


 


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


 


“Similar Law”:
As defined in Section 5.3(n).


 


“Special Notice”:
As defined in Section 5.6.


 


“Special Servicer”:
AEGON USA Realty Advisors, LLC, or if any successor special servicer is appointed as herein provided, such successor special servicer.


 


“Special Servicer
Customary Expense”: As defined in Section 3.17(c).


 


“Special Servicer
Investment Personnel”: As defined in Section 6.5(b).


 


“Special Servicer
Servicing Personnel”: As defined in Section 6.5(b).


 


“Special Servicer
Termination Event”: As defined in Section 7.1(a).


 


“Special Servicing
Fee”: If the Mortgage Loan becomes a Specially Serviced Mortgage Loan, a fee payable monthly to the Special Servicer
equal to an amount computed on the basis of the same principal amount and for the same period respecting which any related interest
payment on the Specially Serviced Mortgage Loan is computed, at a rate of 0.25000% per annum until the Special Servicing
Loan Event with respect to the Specially Serviced Mortgage Loan no longer exists. Such fee shall be in addition to, and not in
lieu of, any other fee or other sum payable to the Special Servicer under this Agreement. For the avoidance of doubt, the
Special Servicing Fee shall be deemed payable from the Lower-Tier REMIC.


 






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“Special Servicing
Loan Event”: With respect to the Trust Loan or the Mortgage Loan, (i) the Borrower has not made two consecutive
Monthly Payments (and has not cured at least one such delinquency by the next Payment Date under the Mortgage Loan Documents) in
respect of the Mortgage Loan; (ii) the Servicer and/or the Trustee have made two consecutive Monthly Payment Advances with
respect to the Trust Loan or the Mortgage Loan (regardless of whether such Monthly Payment Advances have been reimbursed); (iii)
the Borrower fails to make the entire Balloon Payment when due, and the Borrower has not delivered to the Servicer, on or before
the due date of such Balloon Payment, (a) a written refinancing commitment, letter of intent, a fully executed term sheet or otherwise
binding application for refinancing or purchase or similar document that is, in each case, binding upon an acceptable lender, or
(b) a signed purchase agreement, in the case of clause (a) or (b) reasonably satisfactory in form and substance to the Servicer
that provides that such refinancing or sale will occur within 120 days after the date on which such Balloon Payment will become
due (provided that a Special Servicing Loan Event will occur if either (x) such refinancing or sale does not occur before
the expiration of the time period for refinancing or sale specified in such documentation or (y) the Servicer is required to make
a Monthly Payment Advance at any time prior to such refinancing or sale); (iv) the Servicer has received notice that the Borrower
has become the subject as debtor of any bankruptcy, insolvency or similar proceeding, admitted in writing the inability to pay
its debts as they come due or made an assignment for the benefit of creditors; (v) the Servicer has received notice of a foreclosure
or threatened foreclosure of any lien on the Properties; (vi) the Borrower has expressed in writing to the Servicer or the
Special Servicer an inability to pay the amounts owed under the Mortgage Loan in a timely manner, (vii) in the judgment of
the Servicer (consistent with Accepted Servicing Practices), a default in the payment of principal or interest under the Mortgage
Loan is reasonably foreseeable; or (viii) a default under the Mortgage Loan of which the Servicer has notice (other than a
failure by the Borrower to pay principal or interest) and that materially and adversely affects the interests of the Certificateholders,
the VRR Interest Owner or any Companion Loan Holder has occurred and remains unremedied for the applicable grace period specified
in the Mortgage Loan Documents (or, if no grace period is specified, 60 days); provided, that a Special Servicing Loan
Event shall cease (a) with respect to the circumstances described in clauses (i), (ii) and (iii) above,
when the Borrower has brought the Mortgage Loan current and, with respect to clauses (i) and (ii) above, thereafter
made three consecutive full and timely Monthly Payments on the Mortgage Loan, and in the case of any of clauses (i), (ii)
or (iii) pursuant to the workout of the Mortgage Loan, or (b) with respect to the circumstances described in clauses (iv),
(v), (vi), (vii) and (viii) above, when such circumstances cease to exist in the judgment of the Servicer
(consistent with the Accepted Servicing Practices); provided, in any case, that at that time no other circumstance exists
(as described above) that would constitute a Special Servicing Loan Event.


 


“Specially Serviced
Mortgage Loan”: The Mortgage Loan during the occurrence of a Special Servicing Loan Event.


 


“Startup Day”:
As defined in Section 12.1(c).


 


“Subcontractor”:
Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly
understood by participants in the mortgage-backed securities industry) of the Mortgage Loan but performs one or more discrete functions
identified in Item 1122(d) of Regulation AB with respect to the Mortgage


 






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Loan under the direction or authority of the Servicer
(or a Sub-Servicer of the Servicer), the Special Servicer or an Additional Servicer (or a Sub-Servicer of an Additional Servicer).


 


“Subsequent
Asset Status Report”: As defined in Section 3.10(i).


 


“Sub-Servicer”:
Any Person that (i) Services the Mortgage Loan on behalf of the Servicer or any Sub-Servicer and (ii) is responsible
for the performance (whether directly or through Sub-Servicers or Subcontractors) of a substantial portion of the servicing functions
required to be performed by the Servicer, Servicing Function Participant or an Additional Servicer, under this Agreement, with
respect to the Mortgage Loan, that are identified in Item 1122(d) of Regulation AB.


 


“Sub-Servicing
Entity”: As defined in Section 7.1(a)(x)


 


“Successful
Bidder”: As defined in Section 7.2(b).


 


“Successor Manager”:
Any Independent Contractor as selected or retained by the Special Servicer, on behalf of the Trustee, to serve as manager of the
Foreclosed Property, which designation, as evidenced by a Rating Agency Confirmation from the Rating Agency, will not result in
the downgrade, withdrawal or qualification of the ratings assigned to the Certificates or any Companion Loan Securities by the
Rating Agency.


 


“Terrorism Premium
Cap”: As defined in the Mortgage Loan Agreement.


 


“Temporary Regulation
S Global Certificate”: As defined in Section 5.2(a).


 


“Terminated
Party”: As defined in Section 7.1(g).


 


“Terminating
Party”: As defined in Section 7.1(g).


 


“Transferee
Affidavit”: As defined in Section 5.3(o)(ii).


 


“Transferor
Letter”: As defined in Section 5.3(o)(ii).


 


“Trust”:
The trust created hereby and to be administered hereunder. The Trust shall be named “SG Commercial Mortgage Securities Trust
2019-PREZ”.


 


“Trust A-1A
Note”: As defined in the Introductory Statement.


 


“Trust Appraisal
Reduction Amount”: Any portion of the Appraisal Reduction Amount allocated to the Trust Notes.


 


“Trust B Note”:
As defined in the Introductory Statement.


 


“Trust Fund”:
The corpus of the Trust created by this Agreement, consisting of (i) the Trust Loan, including the Trust Notes together with
the Mortgage File (exclusive of the original Companion Loan Notes) relating thereto (other than the rights of the Lender under
the Securitization Cooperation Provisions, which rights shall be retained by the Trust Loan Seller and shall not be assigned to
the Trustee under this Agreement); (ii) all scheduled and


 






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unscheduled payments on or collections in respect of the Trust Notes;
(iii) the Foreclosed Property (but only to the extent of the Trust’s interest in such Foreclosed Property); (iv) all
revenues received in respect of the Foreclosed Property (but only to the extent of the Trust’s interest in such Foreclosed
Property); (v) the Servicer’s, Special Servicer’s and the Trustee’s rights under the insurance policies
with respect to the Property required to be maintained pursuant to this Agreement and any proceeds thereof (but only to the extent
of the Trust’s interest therein); (vi) any indemnities or guaranties given as additional security for the Trust Notes
(but only to the extent of the Trust’s interest therein); (vii) all funds deposited in the Collection Account (but only
to the extent of the Trust’s interest therein), the Interest Reserve Account and the Distribution Account, including reinvestment
income thereon (except as otherwise provided herein); (viii) any environmental indemnity agreements relating to the Property
(but only to the extent of the Trust’s interest therein); (ix) the rights and remedies of the Depositor under the Trust
Loan Purchase Agreement; (x) the security interest in the Reserve Accounts granted pursuant to Section 2.1 (but
only to the extent of the Trust’s interest therein); (xi) all other assets included or to be included in the Lower-Tier
REMIC for the benefit of the Upper-Tier REMIC; (xii) the Uncertificated Lower-Tier Interests; and (xiii) the proceeds
of any of the foregoing.


 


“Trust Fund
Expenses”: Any unanticipated and certain other default related expenses incurred by the Trust (including, without limitation,
all interest on Advances and any other unanticipated expenses of the Trust reimbursable or payable by the Borrower under the Mortgage
Loan Agreement, to the extent not reimbursed by the Borrower or deemed a Nonrecoverable Advance) and all other amounts (such as
indemnification payments, Special Servicing Fees, Work-out Fees and Liquidation Fees), in each case, permitted to be retained,
reimbursed or withdrawn and remitted by the Servicer, the Special Servicer or the Certificate Administrator (on behalf of itself
or the Trustee), as applicable, from the Collection Account or the Distribution Account pursuant to this Agreement. Expenses incurred
as a result of the exercise of the Servicer or the Special Servicer, as applicable, of any right granted under the Mortgage Loan
Agreement to obtain terrorism insurance in the event that the Borrower (i) is not required to purchase such terrorism insurance
or (ii) is only required to purchase terrorism insurance up to the Terrorism Premium Cap will be a Trust Fund Expense.


 


“Trust Loan”:
As defined in the Introductory Statement.


 


“Trust Loan
Purchase Agreement”: As defined in the Introductory Statement.


 


“Trust Loan
Seller”: As defined in the Introductory Statement.


 


“Trust Note
Rate”: With respect to any Trust Note, the Note Interest Rate of such Trust Note.


 


“Trust Notes”:
As defined in the Introductory Statement.


 


“Trust REMIC”:
The Upper-Tier REMIC or the Lower-Tier REMIC, individually or collectively, as the context may require.


 


“Trustee”:
Wells Fargo Bank, National Association, in its capacity as trustee, or if any successor trustee is appointed as herein provided,
such successor trustee. Wells Fargo


 






    -56-


     


    

 


Bank, National Association will perform its role as Trustee through its Corporate Trust Services
division.


 


“Trustee Fee”:
The portion of the Certificate Administrator Fee payable monthly by the Certificate Administrator to the Trustee pursuant to Section 8.5.


 


“Uncertificated
Lower-Tier Interests”: Any of the Class LA, Class LB, Class LC, Class LD, Class LE, Class LF and
LVRRI Uncertificated Interests.


 


“Uninsured Cause”:
Any cause of damage to the Property subject to the Mortgage such that the complete restoration of such Property is not fully reimbursable
(but without regard to any applicable deductible provisions) by any insurance policy required to be maintained with respect thereto
pursuant to the terms of the Mortgage Loan Documents or this Agreement.


 


“Unscheduled
Payments”: With respect to any Distribution Date, all payments and collections received with respect to the Mortgage
Loan or upon foreclosure or liquidation of the Property (net of related foreclosure expenses and Liquidation Expenses) during the
related Collection Period including, but not limited to, prepayments due to acceleration of the Mortgage Loan, Net Liquidation
Proceeds, Net Proceeds, Net Foreclosure Proceeds, Condemnation Proceeds, Insurance Proceeds, voluntary prepayments and other payments
and collections on such Mortgage Loan not scheduled to be received, other than Monthly Payments or the Balloon Payment.


 


“Upper-Tier
Distribution Account”: A subaccount of the Distribution Account, which shall be an asset of the Trust Fund and the Upper-Tier
REMIC.


 


“Upper-Tier
REMIC”: One of the two separate REMICs comprising the Trust Fund, the assets of which consist of the Uncertificated Lower-Tier
Interests and such amounts as shall from time to time be held in the Upper-Tier Distribution Account.


 


“U.S. Person”:
A Person that is (i) a citizen or resident alien of the United States; (ii) a corporation, partnership (except as provided
in applicable Treasury regulations) or other entity created or organized in or under the laws of the United States, any State or
the District of Columbia, including any entity treated as a corporation or partnership for federal income tax purposes; (iii) an
estate whose income is subject to United States federal income tax regardless of the source of its income; (iv) a trust if
a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more
such U.S. Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable
Treasury regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as a U.S. Person); or (v) any
other Person that is disregarded as separate from its ownership for U.S. federal income tax purposes and whose owner is described
in clauses (i) through (iv) above.


 


“U.S. Securities
Person”: A “U.S. person” as defined in Rule 902(k) of Regulation S.


 






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“Voting Rights”:
The portion of the voting rights of all of the Certificates that is allocated to any Certificate or Class of Certificates. At any
time that any Certificates are outstanding, the Voting Rights shall be allocated among the respective Classes of Certificateholders
as follows: (1) (x) except as described in clause (y) of this clause (1), 4% to the Class X Certificates
(for so long as the Notional Amount of such Class has not been reduced to zero) and (y) 0% to the Class X Certificates in
the case of votes pertaining to terminating and replacing the Special Servicer as described in Section 7.1 and (2) in
the case of any other Class of Certificates (other than the Class R Certificates), a percentage equal to the product of (x)
the percentage of Voting Rights remaining after allocations in clause (i) above, and (y) a percentage equal to the
aggregate Certificate Balance (and in connection with certain votes under this Agreement, taking into account any notional reduction
in the Certificate Balance for Appraisal Reduction Amounts allocated to the Sequential Pay Certificates), in each case determined
as of the prior Distribution Date, divided by the aggregate Certificate Balances (and in connection with certain votes under this
Agreement, taking into account any notional reduction in the Certificate Balance for the Trust Appraisal Reduction Amounts allocated
to the Sequential Pay Certificates). The Class R Certificates and the VRR Interest shall not be entitled to any Voting Rights.


 


“VRR Interest”:
An uncertificated interest in the Trust representing the right to receive the VRR Percentage of all amounts collected on the Trust
Loan, net of all expenses of the Trust, and distributable on each Distribution Date to Holders of Certificates (other than to the
Class R Certificates) and to the VRR Interest Owner (i.e., representing the right to receive the VRR Percentage of all amounts
distributable on each Distribution Date to the Holders of the Regular Certificates). The VRR Interest evidences a “regular
interest” in the Upper-Tier REMIC for purposes of the REMIC Provisions. For the avoidance of doubt, the parties hereto agree
not to treat the VRR Interest as a security under applicable law.


 


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


 


“VRR Interest
Balance”: With respect to the VRR Interest (i) on or prior to the first Distribution Date, an amount equal to $7,880,000
and (ii) as of any date of determination after the first Distribution Date, the VRR Interest Balance on the Distribution Date immediately
prior to such date of determination after giving effect to (a) any distributions made on all previous Distribution Dates and (b)
any VRR Interest Realized Losses allocated to the VRR Interest on all previous Distribution Dates.


 


“VRR Interest
Interest Distribution Amount”: With respect to any Distribution Date, for the VRR Interest, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of interest distributed on the Certificates pursuant
to clauses first, fourth, seventh, tenth, thirteenth and sixteenth of Section 4.1(a) on such Distribution
Date.


 


“VRR Interest
Owner”: The Retaining Sponsor.


 






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“VRR Interest
Principal Distribution Amount”: With respect to the VRR Interest for any Distribution Date, an amount equal to the product
of (A) the Risk Retention Allocation Percentage and (B) the aggregate amount of principal distributed on the Certificates pursuant
to clauses second, fifth, eighth, eleventh, fourteenth and seventeenth of Section 4.1(a) on such Distribution
Date.


 


“VRR Interest
Rate”: For the VRR Interest and the LVRRI Uncertificated Interests, an effective rate of interest equal to the WAC Rate.


 


“VRR Interest
Realized Loss”: With respect to any Distribution Date is the amount, if any, by which (i) the VRR Interest Balance of
the VRR Interest after giving effect to distributions made on such Distribution Date exceeds (ii) the product of (a) the VRR Percentage
and (b) the outstanding principal balance of the Trust Loan after giving effect to (x) any payments of principal received with
respect to the Payment Date occurring immediately prior to such Distribution Date and (y) the aggregate reductions of the principal
balance of the Trust Loan that have been permanently made as a result of a bankruptcy proceeding, modification or otherwise.


 


“VRR Percentage”:
5.0%.


 


“WAC Rate”:
With respect to any Distribution Date is equal to the weighted average of the Net Trust Note Rates of the Trust Notes as of the
first day of the related Collection Period, weighted on the basis of their respective principal balances as of the first day of
such Collection Period (after giving effect to any payments received during any applicable grace period).


 


“Weighted Average
Note Interest Rate”: With respect to any Distribution Date and the Mortgage Loan, the weighted average of the Note Interest
Rates (weighted based on the outstanding principal balance of the related Note as of such date).


 


“Withheld Amounts”:
As defined in Section 3.4(e).


 


“Work-out Fee”:
A fee payable to the Special Servicer pursuant to Section 3.17(c) equal to 0.50000% of each payment of principal and
interest (other than Default Interest) made on the Mortgage Loan following the execution of a written agreement with the Borrower
negotiated by the Special Servicer, if a Special Servicing Loan Event is terminated following resolution of such Special Servicing
Loan Event by such agreement (for so long as another Special Servicing Loan Event does not occur); provided that any such
Work-out Fee shall be reduced by the Net Modification Fees paid by the Borrower with respect to the Mortgage Loan that were received
and retained by the Special Servicer, but only to the extent those Net Modification Fees have not previously been deducted from
a Work-out Fee or Liquidation Fee (each amount of the Work-out Fee will be reduced to an amount (but not to an amount less than
zero) until the aggregate amount of such reductions equals such Net Modification Fees).


 


Notwithstanding the foregoing,
in the event that the Mortgage Loan has become a Specially Serviced Mortgage Loan solely due to the failure to make the Balloon
Payment and the Mortgage Loan is refinanced on or before the date that is four (4) months after the Stated


 






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Maturity Date, the Special
Servicer will be entitled to collect a Liquidation Fee or Work-out Fee only from the Borrower.


 


1.2.          
Interpretation. (a)  Whenever this Agreement refers to a Distribution Date and a “related”
Collection Period, Mortgage Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date, such reference shall
be to the Collection Period, Mortgage Loan Interest Accrual Period, Certificate Interest Accrual Period or Payment Date, as applicable,
occurring immediately preceding or most recently ended prior to, as applicable, such Distribution Date.


 


(b)           
Whenever this Agreement refers to a Distribution Date and an “applicable” Pass-Through Rate, such reference
shall be to the Pass-Through Rate for the applicable Class for the related Certificate Interest Accrual Period.


 


(c)            The words “hereof”, “herein”, and “hereunder” and words of similar import when used
in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section and
Exhibit references contained in this Agreement are references to Sections and Exhibits in or to this Agreement unless otherwise
specified.


 


(d)           
Calculations of interest on the Regular Certificates and the VRR Interest shall be computed on the basis of a 360-day year
consisting of twelve 30-day months.


 


1.3.         
Certain Calculations in Respect of the Trust Loan or the Mortgage Loan. (a)  All amounts collected by or
on behalf of the Trust in respect of the Mortgage Loan in the form of payments from or on behalf of the Borrower, Liquidation Proceeds,
Condemnation Proceeds or Insurance Proceeds (other than amounts required to be applied to the restoration, preservation or repair
of the Property or to be released to the Borrower in accordance with the Mortgage Loan Documents) shall be applied to amounts due
and owing under the Mortgage Loan Documents and the Co-Lender Agreement (including for principal and accrued and unpaid interest)
in accordance with the express provisions of the Mortgage Loan Documents and Co-Lender Agreement; provided, however,
in the absence of such express provisions or if and to the extent that such terms authorize the mortgagee to use its discretion
and in any event for purposes of calculating distributions hereunder after a Mortgage Loan Event of Default, all such amounts collected
that are not required to be distributed to the Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed to be
applied in the following order of priority: first, as a recovery of any unreimbursed Advances plus interest accrued thereon
at the Advance Rate and, if applicable, unpaid Liquidation Expenses and unpaid Trust Fund Expenses; second, as a recovery
of Nonrecoverable Advances or interest thereon to the extent previously reimbursed from principal collections with respect to the
Mortgage Loan; third, as a recovery of accrued and unpaid interest on the Trust Notes that have not been the subject of
a Monthly Payment Advance, to the extent of the excess of (i) accrued and unpaid interest on each outstanding Trust Note at
the applicable Net Trust Note Rate (without giving effect to any increase in such Net Trust Note Rate required under the Mortgage
Loan Agreement as a result of a Mortgage Loan Event of Default) through and including the end of the Mortgage Loan Interest Accrual
Period in which such collections were received by or on behalf of the Trust, over (ii) the cumulative amount of the reductions
(if any) in the amount of the interest portion of the related Monthly Payment


 






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Advances for the Trust Loan that have theretofore
occurred under Section 3.23(a) in connection with Trust Appraisal Reduction Amounts (to the extent that collections
have not been applied as a recovery of accrued and unpaid interest pursuant to clause fifth below on earlier
dates) (such accrued and unpaid interest to be applied sequentially to accrued and unpaid interest on the Trust A-1A Note and Trust
B Note, in that order); fourth, as a recovery of principal due and payable on the Trust Loan, including by reason of acceleration
of the Mortgage Loan following a Mortgage Loan Event of Default (or, if the Trust Loan has been liquidated, as a recovery of principal
to the extent of its entire remaining unpaid principal balance), first to the Trust A-1A Note and second to the Trust B Note, in
each case until their respective principal balances have been reduced to zero; fifth, as a recovery of accrued and unpaid
interest on the Trust Loan to the extent of the cumulative amounts of reductions (if any) in the amount of the interest portion
of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a) in
connection with Trust Appraisal Reduction Amounts (to the extent that collections have not been applied as recovery of accrued
and unpaid interest pursuant to this clause fifth on earlier dates) (such accrued and unpaid interest to be
applied sequentially to accrued and unpaid interest on the Trust A-1A Note and Trust B Note, in that order); sixth, as a
recovery of amounts to be currently applied to the payment of, or escrowed for the future payment of, real estate taxes, assessments
and insurance premiums and similar items; seventh, as a recovery of any other reserves to the extent then required to be
held in escrow; eighth, as a recovery of any Assumption Fees and Modification Fees then due and owing under the Mortgage
Loan; ninth, as a recovery of any Default Interest or late charges then due and owing under the Mortgage Loan; and tenth,
as a recovery of any other amounts then due and owing under the Mortgage Loan, provided that, to the extent required under
the REMIC Provisions of the Code, payments or proceeds received with respect to release of any portion of the Properties (including
following a condemnation) from the lien of the applicable Mortgage and Mortgage Loan Documents must be allocated to reduce the
principal balance of the Mortgage Loan in the manner permitted by such REMIC Provisions if, immediately following such release,
the loan-to value ratio of the Mortgage Loan exceeds 125% (based solely on real property and excluding any personal property and
going concern value).


 


(b)           
Collections by or on behalf of the Trust in respect of any Foreclosed Property (exclusive of amounts to be applied to the
payment of the costs of operating, managing, leasing, maintaining and disposing of any Foreclosed Property) that are not required
to be distributed to the Companion Loan Holders pursuant to the Co-Lender Agreement shall be deemed to be applied in the following
order of priority: first, as a recovery of any related and unreimbursed Advances plus interest accrued thereon and, if applicable,
unpaid Liquidation Expenses and unpaid Trust Fund Expenses; second, as a recovery of Nonrecoverable Advances or interest
thereon to the extent previously reimbursed from principal collections with respect to the Mortgage Loan; third, as a recovery
of accrued and unpaid interest on the Trust Notes that have not been the subject of a Monthly Payment Advance, to the extent of
the excess of (i) accrued and unpaid interest on each outstanding Trust Note at the applicable Net Trust Note Rate (without
giving effect to any increase in such Net Trust Note Rate required under the Mortgage Loan Agreement as a result of a Mortgage
Loan Event of Default) through and including the end of the Mortgage Loan Interest Accrual Period in which such collections were
received by or on behalf of the Trust, over (ii) the cumulative amount of the reductions (if any) in the amount of the interest
portion of the related Monthly Payment Advances for the Trust Loan that have theretofore occurred under Section 3.23(a)
in connection with Trust Appraisal


 






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Reduction Amounts (to the extent that collections have not been applied as a recovery of accrued
and unpaid interest pursuant to clause fifth below on earlier dates) (such accrued and unpaid interest to be
applied sequentially to accrued and unpaid interest on the Trust A-1A Note and Trust B Note, in that order); fourth, as
a recovery of principal due and payable on the Trust Loan, including by reason of acceleration of the Trust Loan following a Mortgage
Loan Event of Default (or, if the Trust Loan has been liquidated, as a recovery of principal to the extent of its entire remaining
unpaid principal balance), first, to the Trust A-1A Note and second to the Trust B Note, in each case, until their respective principal
balances have been reduced to zero; fifth, as a recovery of accrued and unpaid interest on the Trust Loan to the extent
of the cumulative amount of the reductions (if any) in the amount of the interest portion of the related Monthly Payment Advances
for the Trust Loan that have theretofore occurred under Section 3.23(a) in connection with Trust Appraisal Reduction
Amounts (to the extent that collections have not theretofore been applied as a recovery of accrued and unpaid interest pursuant
to this clause fifth on earlier dates) (such accrued and unpaid interest to be applied sequentially to accrued
and unpaid interest on the Trust A-1A Note and the Trust B Note, in that order); sixth, as a recovery of any Default Interest
then deemed to be due and owing under the Mortgage Loan; and seventh, as a recovery of any other amounts deemed to be due
and owing in respect of the Mortgage Loan.


 


(c)           All net present value calculations and determinations made under this Agreement with respect to the Mortgage Loan, the Trust
Loan, the Companion Loans or the Properties or Foreclosed Property (including for purposes of the definition of “Accepted
Servicing Practices”) shall be made using a discount rate appropriate for the type of cash flows being discounted; namely
(i) for principal and interest payments on the Mortgage Loan, the Trust Loan or the Companion Loans, or sale of the Mortgage
Loan, the Trust Loan or the Companion Loans if it is in default by the Special Servicer, the higher of (1) the rate determined
by the Servicer or the Special Servicer, as applicable, that approximates the market rate that would be obtainable by the Borrower
on similar debt of the Borrower as of such date of determination and (2) the Weighted Average of the Trust Note Interest Rates
on the Mortgage Loan, the Trust Loan or the Companion Loans, as the case may be, based on its outstanding principal balance 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).


 


2.             DECLARATION OF TRUST; ORIGINAL ISSUANCE OF CERTIFICATES


 


2.1.         
Creation and Declaration of Trust; Conveyance of the Trust Loan. (a) The Depositor, concurrently with the execution
and delivery hereof, hereby sells, transfers, assigns, delivers, sets over, and otherwise conveys or causes to be conveyed in trust
to the Trustee for the benefit of Certificateholders and the VRR Interest Owner, without recourse (except to the extent otherwise
provided herein and in the Mortgage Loan Documents), the Depositor’s right, title and interest, whether now owned or hereafter
acquired, now existing or hereafter arising, wherever located, in and to all of the items referred to in the definition of “Trust
Fund”, including without limitation (i) all rights and remedies of the Depositor under the Trust Loan Purchase Agreement,
(ii) all right, title and interest of the Depositor in, to and under the Reserve Accounts, (iii) all right, title and
interest of the Depositor in and to the Trust Loan as of the Closing Date and (iv) all other assets included or to be included
in the Lower-Tier REMIC for the benefit of the Upper-Tier REMIC. Such transfer and assignment includes all payments of interest
on the Trust


 






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Loan due and payable after October 7, 2019 and all principal payments received on or after the Cut-off Date.


 


Such sale, transfer and
assignment include any related escrow accounts and any security interest under the Trust Loan (whether in real or personal property
and whether tangible or intangible) and all related rights to payments made or required to be made to the Depositor by the Borrower
or any other party under the Mortgage Loan Documents relating to the Trust Loan. Such sale, transfer and assignment further include
all Mortgage Loan Documents relating to the Trust Loan (other than the Securitization Cooperation Provisions). Notwithstanding
anything to the contrary herein, the rights of the Lender under the Securitization Cooperation Provisions shall be retained by
the Trust Loan Seller and shall not be part of the Trust Fund.


 


(b)          
In connection with such sale, transfer and assignment, the Depositor does hereby deliver to, and deposit with the Custodian
(i) the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision,
together with a copy of such Note), endorsed without recourse to the order of the Trustee in the following form: “Pay to
the order of Wells Fargo Bank, National Association, solely in its capacity as Trustee for the benefit of the Holders of the SG
Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ, the Companion
Loan Holders and the VRR Interest Owner, without recourse or warranty except as set forth in the Trust and Servicing Agreement,
dated as of September 6, 2019, among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer,
AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Certificate Administrator
and Custodian”, which Notes and all endorsements thereon shall show a complete chain of endorsement from the original payee(s)
to the Trustee and (ii) on or before the fifth day after the Closing Date (the “Delivery Date”), the following
documents or instruments with respect to the Mortgage Loan (collectively with the original Trust Notes required under clause (i)
above, the “Mortgage File”), in each case executed by the parties thereto:


 


(A)          
the original Trust Notes (or if any Trust Note has been lost, a lost note affidavit with a customary indemnity provision,
together with a copy of such Trust Note), fully executed and endorsed without recourse to the order of the Trustee in the following
form: “Pay to the order of Wells Fargo Bank, National Association, solely in its capacity as Trustee for the benefit of the
Holders of the SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ,
the Companion Loan Holders and the VRR Interest Owner, without recourse or warranty except as set forth in the Trust and Servicing
Agreement, dated as of September 6, 2019, between SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association,
as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, Certificate
Administrator and Custodian”, which Trust Notes and all endorsements thereon shall show a complete chain of endorsement from
the original payee(s) to the Trustee;


 


(B)          
the original Loan Agreement, including all amendments thereto;


 






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(C)          
(i) the original recorded counterpart of the Security Agreement or (ii) a certified copy of the Security Agreement;


 


(D)          
the original recorded Assignment of Mortgage, in favor of the Trustee, and in a form that is complete and suitable for recording
in the jurisdiction in which the Properties are located to “Wells Fargo Bank, National Association, solely in its capacity
as Trustee for the benefit of the Holders of the SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through
Certificates, Series 2019-PREZ, the Companion Loan Holders and the VRR Interest Owner”, without recourse;


 


(E)           
the original recorded Assignment of Leases and Rents;


 


(F)           
the original assignment of the recorded Assignment of Leases and Rents, in favor of the Trustee, for the benefit of the
Holders of the SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ,
the Companion Loan Holders and the VRR Interest Owner, without recourse;


 


(G)          
an original Guaranty of Recourse Obligations;


 


(H)          
an original Assignment of Agreements, Licenses, Permits and Contracts;


 


(I)            
an original Assignment and Subordination of Management Agreement;


 


(J)           
where applicable, a copy of each UCC-1 financing statement (and an original thereof shall have been sent for filing), together
with a fully executed UCC-3 financing statement, in a form that is complete and suitable for filing, disclosing the assignment
from the secured party named in such UCC-1 financing statement to the Trustee of the security interest in the personal property
and other UCC collateral constituting security for repayment of the Mortgage Loan;


 


(K)          
the lender’s title insurance policy obtained in connection with the origination of the Mortgage Loan (or an executed
irrevocable agreement by the title insurance company to issue a title insurance policy pursuant to and in conformity with (1) a
marked, signed commitment to insure and (2) a pro forma title insurance policy), together with any endorsements thereto;


 


(L)          
the original Co-Lender Agreement;


 


(M)         
the original or a copy of the Mezzanine Intercreditor Agreement;


 


(N)          
an original of the Clearing Account Agreement;


 


(O)          
an original of the Deposit Account Agreement;


 






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(P)          
any other material written agreements related to the Mortgage Loan or any other documents and/or certifications executed
and/or delivered by the Lender, the Borrower, the Guarantor, the Borrower Sponsor or any other Person in connection with the closing
of the Mortgage Loan or with respect to the Mortgage Loan or any amendment thereof and any legal opinions delivered in connection
with the closing of the Mortgage Loan;


 


(Q)          
all other instruments, if any, constituting additional security for the repayment of the Mortgage Loan; and


 


(R)          
any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing.


 


The Depositor shall provide
the Servicer promptly following the Closing Date, at its own expense, with copies of all such documents in its possession constituting
part of the Mortgage File. Where the Depositor is not expressly required to deliver or cause to be delivered originals of documents
and/or instruments referred to in this Section 2.1(b), copies of such documents and/or instruments may be delivered electronically
via PDF. For the avoidance of doubt, the documents referred to in clauses (C)(ii), (J), (K), (P), (Q)
and (R) may be delivered electronically via PDF or copies may be delivered of such documents.


 


In addition, the Depositor
shall deliver or cause to be delivered to the Servicer for its review, all required insurance policies or certificates issued by
the insurers showing such insurance to be in effect on the Closing Date, together with proof of payment of premiums relating thereto
(which may consist of such policies or certificates).


 


Each Assignment of Mortgage
and UCC-3 financing statements to be filed in the appropriate filing offices or record depositories shall be filed or recorded,
as applicable, by a designee of the Depositor, with instructions to return all such recorded documents, or other evidences of filing
issued by the applicable governmental offices, to the Custodian, with a copy to the Servicer. In the event that any such document
is determined to be defective or not to be in compliance with the requirements of the applicable filing office or recording depository,
or if any such document is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute
document, and shall cause each such document to be duly submitted for filing or recording, as applicable. Notwithstanding anything
to the contrary contained in this Section 2.1(b), in those instances where the public recording office retains the
original Mortgage or Assignment of Mortgage, if applicable, after any has been recorded, the obligations of the Depositor hereunder
and the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement shall be deemed to have been satisfied upon
delivery to the Custodian of a copy of such Mortgage, or Assignment of Mortgage, if applicable, certified by the public recording
office to be a true and complete copy of the recorded original thereof.


 


The ownership of the
Trust Notes, all other contents of the Mortgage File and the other assets in the Trust Fund shall be vested in the Trust or the
Trustee for the benefit of the Certificateholders, the VRR Interest Owner and (other than the Trust Notes) the Companion Loan Holders.
The Depositor, the Servicer and the Special Servicer agree to take no action inconsistent with the Trustee’s ownership of
the Trust Loan and to promptly indicate to all


 






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inquiring parties that the Trust Loan has been sold and to claim no ownership interest
in the Trust Loan. All original documents relating to the Trust Loan that are not delivered to the Custodian are and shall be held
by the Depositor, the Servicer or the Special Servicer, as the case may be, in trust for the benefit of the Certificateholders
and the VRR Interest Owner. In the event that any such original document is required pursuant to the terms of this Section 2.1(b)
to be a part of a Mortgage File, such document shall be delivered promptly to the Custodian.


 


2.2.         
Acceptance by the Trustee and the Custodian. (a)  By its execution and delivery of this Agreement, the
Trustee acknowledges the assignment to it by the Depositor of the Trust Fund in good faith without notice of adverse claims and
the Custodian declares that it holds and will hold or will cause to be held such documents as are delivered to it constituting
the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to it) in trust, upon the
conditions herein set forth, for the use and benefit of all present and future Certificateholders, the VRR Interest Owner and the
Companion Loan Holders.


 


(b)          
The execution and delivery of this Agreement by the Certificate Administrator shall constitute certification by the Custodian
that (i) the original Trust Notes specified in clause (i) of the definition of “Mortgage File” and
all allonges thereto, if any, have been received by the Custodian; and (ii) such original Trust Notes 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 Borrower), (B) appear to have been executed and (C) purport to relate to the Trust Loan. The Custodian
agrees to review or cause to be reviewed the Mortgage File within thirty (30) days after the Closing Date, and to deliver to the
Depositor, the Companion Loan Holders, the Trustee, the Certificate Administrator, the Directing Holder, the Servicer and the Special
Servicer a report certifying, subject to any exceptions found by it in such review, that (A) all documents referred to in
Section 2.1(b) have been received, and (B) all documents have been executed, appear to be what they purport to
be, purport to be recorded or filed (as applicable) and have not been torn, mutilated or otherwise defaced, and appear on their
faces to relate to the Mortgage Loan. The Custodian shall have no responsibility for reviewing the Mortgage File except as expressly
set forth in this Section 2.2(b). The Custodian shall be under no duty or obligation to inspect, review, or examine
any such documents, instruments or certificates to independently determine that they are valid, genuine, enforceable, legally sufficient,
duly authorized, or appropriate for the represented purpose, whether the text of any assignment or endorsement is in proper or
recordable form (except to determine if the endorsement conforms to the requirements of Section 2.1(b)), whether any
document has been recorded in accordance with the requirements of any applicable jurisdiction, to independently determine that
any document has actually been filed or recorded in the appropriate office, that any document is other than what it purports to
be on its face, or whether the title insurance policies relate to the Property.


 


If the Depositor cannot
deliver, or cause to be delivered, any of the documents and/or instruments referred to in clauses (C), (D),
(E), (F) and (J) of Section 2.1(b)(ii) with evidence of filing or recording thereon (if intended
to be recorded or filed), solely because of a delay caused by the public filing or recording office where such document or instrument
has been delivered for filing or recordation, the delivery requirements of Section 2.1 shall be deemed to have been
satisfied on a provisional basis as of the Delivery Date as to such non-delivered document or instrument, and such non-delivered
document or instrument shall be deemed to


 






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have been included in the Mortgage File, if a duplicate original or a photocopy of such
non-delivered document or instrument (certified by the applicable public filing or recording office, the applicable title insurance
company or the Trust Loan Seller to be a true and complete copy of the original thereof submitted for filing or recording) is delivered
to the Custodian on or before the Delivery Date, and either the original of such non-delivered document or instrument, or a photocopy
thereof (certified by the appropriate county recorder’s office, in the case of the documents and/or instruments referred
to in clauses (C), (D), (E), (F) and (J) of Section 2.1(b)(ii) to be
a true and complete copy of the original thereof submitted for recording), with evidence of filing or recording thereon, is delivered
to the Custodian within 180 days of the Closing Date (or within such longer period, not to exceed 18 months, after the Closing
Date as the Custodian shall consent to so long as the Depositor provides a certification in writing to the Custodian no less often
than every 90 days that it is attempting in good faith to obtain from the appropriate public filing office or county recorder’s
office such original or photocopy).


 


(c)           
Upon the first anniversary following the Closing Date, the Custodian shall deliver a final exception report as to any remaining
documents that are not in the Mortgage File, whereupon, within 90 days, the Depositor shall either: (i) cause such document
deficiency to be cured; or (ii) if such exception is a Material Document Defect, use commercially reasonable efforts to cause
the Trust Loan Seller to (1) repurchase the Trust Loan pursuant to the Trust Loan Purchase Agreement or (2) indemnify the
Trust for losses directly related to such Material Breach or Material Document Defect (but only if such Material Document Defect
is not related to the Trust Loan not being a Qualified Mortgage, and subject to the receipt of a Rating Agency Confirmation from
the Rating Agency with respect to such action) pursuant to the Trust Loan Purchase Agreement if such exception is a Material Document
Defect. Notwithstanding anything to the contrary herein, no Defect (except for a Defect with respect to the documents described
in clause (i) of Section 2.1(b) and the documents described in clauses (ii)(B), (ii)(C)
and (ii)(F) of Section 2.1(b) or a Defect that relates to the Trust Loan being other than a Qualified Mortgage)
shall be considered to be a Material Document Defect unless the document with respect to which a Defect exists is required in connection
with (A) an imminent enforcement of the mortgagee’s rights or remedies under the Trust Loan; (B) defending any
claim asserted by the Borrower or third party with respect to the Trust Loan; (C) establishing the validity or priority of
any lien on any collateral securing the Trust Loan; or (D) any immediate significant servicing obligations. The Trustee’s
sole remedy against the Trust Loan Seller in connection with a Material Document Defect is to enforce the Trust Loan Seller’s
cure, repurchase and/or indemnity obligations in accordance with the provisions of the Trust Loan Purchase Agreement.


 


(d)          
If the Servicer or the Special Servicer (i) receives a Repurchase Request (the receiving Servicer or Special Servicer,
as applicable, the “Repurchase Request Recipient” with respect to such Repurchase Request); or (ii) receives
any withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”)
or such a Repurchase Request or Repurchase Request Withdrawal is forwarded to the Servicer or the Special Servicer by another party
hereto, then the Repurchase Request Recipient shall deliver notice of such Repurchase Request or Repurchase Request Withdrawal
(each, a “Rule 15Ga-1 Notice”) to the Certificate Administrator, the Depositor, the Companion Loan Holders
and the Trust Loan Seller, in each case within ten (10) Business Days from such party’s receipt thereof. Each Rule 15Ga-1
Notice may be delivered by electronic means.


 






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Each Rule 15Ga-1
Notice shall include (i) the identity of the Property, (ii) the date the Repurchase Communication of the Repurchase Request
or Repurchase Request Withdrawal is received, and (iii) in the case of a Repurchase Request, (A) the identity of the
Person making such Repurchase Request, (B) if known, the basis for the Repurchase Request (as asserted in the Repurchase Request)
and (C) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.


 


A Repurchase Request
Recipient shall not be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege
or attorney work product doctrines. The Trust Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided
pursuant to this Section 2.2(d) is so provided only to assist the Trust Loan Seller and Depositor or their respective
Affiliates to comply with Rule 15Ga-1 under the Exchange Act and any other requirement of law or regulation and (ii) (A) no
action taken by, or inaction of, a Repurchase Request Recipient and (B) no information provided pursuant to this Section 2.2(d)
by a Repurchase Request Recipient, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Repurchase
Request Recipient may have with respect to the Trust Loan Purchase Agreement, including with respect to any Repurchase Request
that is the subject of a Rule 15Ga-1 Notice.


 


In the event that the
Depositor, the Trustee or the Certificate Administrator receives a Repurchase Communication of a Repurchase Request or a Repurchase
Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase
Request Withdrawal to the Servicer (or to the Special Servicer, if a Special Servicing Loan Event has occurred and is continuing),
and include the following statement in the related correspondence: “This is a “Repurchase Request Withdrawal”
under this Section 2.2 of the Trust and Servicing Agreement relating to SG Commercial Mortgage Securities Trust 2019-PREZ,
Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ requiring action by you as the recipient of such Repurchase Request
or Repurchase Request Withdrawal thereunder.” Upon receipt of such Repurchase Communication of such Repurchase Request or
Repurchase Request Withdrawal by the Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase
Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party
shall comply with the procedures set forth in this Section 2.2(d) with respect to such Repurchase Request or Repurchase
Request Withdrawal.


 


If the Depositor, the
Trustee or the Certificate Administrator receives notice or has knowledge of a withdrawal of a Repurchase Request Withdrawal of
which notice has been previously received or given, and such notice was not received from or copied to the Servicer or the Special
Servicer, then such party shall promptly give notice of such Repurchase Request Withdrawal to the Servicer or the Special Servicer,
as applicable.


 


In the event that the
Mortgage Loan is repurchased pursuant to Section 2.9, the Servicer or the Special Servicer shall promptly notify the
Depositor, the Certificate Administrator and the Trustee of such repurchase.


 






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2.3.         
Representations and Warranties of the Trustee. (a) Wells Fargo Bank, National Association, as Trustee, hereby
represents and warrants to the other parties hereto and for the benefit of the Certificateholders that as of the Closing Date:


 


(i)            
the Trustee is a national banking association, duly organized, validly existing, and is in good standing under the laws
of the United States; 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 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 the Property as contemplated by Section 8.10, 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 bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other laws relating to or
affecting the rights of creditors generally and by general principles of equity (regardless of whether such enforcement is considered
in a proceeding in equity or at law);


 


(v)           
the Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance
and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court
or any order, law or regulation of any federal, state, municipal or governmental agency of or in the United States of America having
jurisdiction, which violation would have consequences that would materially and adversely affect the condition (financial or other)
or operations of the Trustee or its properties or might have consequences that would materially affect the performance of its duties
hereunder or thereunder;


 


(vi)          no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for the execution, delivery and performance by the Trustee of this Agreement or if required,
such approval has been obtained prior to the Closing Date;


 






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(vii)         no litigation is pending or, to the best of the Trustee’s knowledge, threatened against the Trustee which would prohibit
its entering into or materially and adversely affect its ability to perform its obligations under this Agreement; and


 


(viii)        the Trustee is covered by errors and omissions insurance coverage which is in full force and effect and/or otherwise complies
with the requirements of Section 8.6(c).


 


(b)           The respective representations and warranties of the Trustee set forth in this Section 2.3 shall survive until
the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders and the
VRR Interest Owner.


 


2.4.         
Representations and Warranties of the Certificate Administrator.

(a) Wells Fargo Bank, National Association, as Certificate Administrator, hereby represents and warrants to the other parties
hereto and for the benefit of the Certificateholders, the VRR Interest Owner and the Companion Loan Holders that as of the Closing
Date:


 


(i)            
the Certificate Administrator is a national banking association, duly organized, validly existing, and is in good standing
under the laws of the United States; 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 constitute a default
(or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material
contract, agreement or other instrument to which the Certificate Administrator is a party or which may be applicable to the Certificate
Administrator or any of its assets;


 


(iii)           the Certificate Administrator has the full power and authority to enter into and consummate the transactions contemplated
by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered
this Agreement;


 


(iv)           this Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid and
binding obligation of the Certificate Administrator, enforceable against it in accordance with the terms of this Agreement, except
as such enforcement may be limited by bankruptcy, insolvency, conservatorship, reorganization, receivership, moratorium or other
laws relating to or affecting the rights of creditors generally and by general principles of equity (regardless of whether such
enforcement is considered in a proceeding in equity or at law);


 


(v)           the Certificate Administrator is not in violation of, and 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,


 






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municipal or governmental agency of
or in the United States of America having jurisdiction, which violation would have consequences that would materially and adversely
affect the condition (financial or other) or operations of the Certificate Administrator or its properties or might have consequences
that would materially affect the performance of its duties hereunder or thereunder;


 


(vi)           no consent, approval, authorization or order of, or registration of filing with, or notice to any court, governmental or
regulatory agency or body, is required for the execution, delivery and performance by the Certificate Administrator of this Agreement
or if required, such approval has been obtained prior to the Closing Date;


 


(vii)         the Certificate Administrator is covered by errors and omissions insurance coverage which is in full force and effect and/or
otherwise complies with the requirements of Section 8.6(b); and


 


(viii)        no litigation is pending or, to the best of the Certificate Administrator’s knowledge, threatened against the Certificate
Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations
under this Agreement.


 


(b)           
The respective representations and warranties of the Certificate Administrator set forth in this Section 2.4
shall survive until the termination of this Agreement, and shall inure to the benefit of the other parties hereto and the Certificateholders
and the VRR Interest Owner.


 


2.5.         
Representations and Warranties of the Servicer. (a) KeyBank National Association, as Servicer, hereby represents
and warrants to the other parties hereto and for the benefit of the Certificateholders and the VRR Interest Owner that as of the
Closing Date:


 


(i)            
it is a national banking association duly organized, validly existing, and in good standing under the laws of the United
States; it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the
jurisdiction where the Property is located to the extent required by applicable law and necessary to ensure the enforceability
of the Trust Loan and Companion Loans in accordance with the terms thereof and hereof; it 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 and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability


 






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to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize on the Collateral;


 


(iii)         
this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject
to the application of the rules of equity, including those respecting the availability of specific performance;


 


(iv)         
it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)          
all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)         
there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(vii)        
it has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with
respect to such risks, which in either case, complies with the requirements of Section 3.11 hereof.


 


(b)          
The representations and warranties of the Servicer set forth in this Section 2.5 shall survive until termination
of this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders and the VRR Interest Owner.


 


2.6.         
Representations and Warranties of the Special Servicer. (a) AEGON USA Realty Advisors, LLC, as Special Servicer,
hereby represents and warrants to the other parties hereto and for the benefit of the Certificateholders and the VRR Interest Owner
that as of the Closing Date:


 


(i)            
it is an Iowa limited liability company, duly organized, validly existing, and in good standing under the laws of Iowa;
it is, and throughout the term of this Agreement shall remain, duly authorized and qualified to transact business in the jurisdiction
where the Property is located to the extent required by applicable law and necessary to ensure the enforceability of the Trust
Loan and the Companion Loans in accordance with the terms thereof and hereof; it 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 and its performance of and compliance with the terms hereof in the manner contemplated
by this Agreement will not violate its articles of association or by-laws, or any other material instrument governing its operations,
or any laws, regulations, orders or decrees of any governmental authority


 






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applicable to it and will not constitute a default (or
any event which, with notice or lapse of time or both, would constitute a default) under any material contract, agreement, or other
instrument to which it is a party or which may be applicable to any of its assets, which violation or default would have consequences
that would materially and adversely affect its financial condition or operations or its properties taken as a whole or its ability
to perform its obligations hereunder, or materially impair the ability of the Trust Fund to realize on the Collateral;


 


(iii)           this Agreement constitutes its valid, legal, and binding obligation enforceable against it in accordance with its terms,
subject to bankruptcy and receivership laws and other similar laws of general application affecting rights of creditors and subject
to the application of the rules of equity, including those respecting the availability of specific performance;


 


(iv)           it has the full power and authority to enter into and consummate the transactions contemplated by this Agreement; this Agreement
has been duly executed and delivered by it;


 


(v)            all consents, approvals, authorizations, orders or filings of or with any court or governmental agency or body, if any,
required for the execution, delivery and performance of this Agreement by it have been obtained or made;


 


(vi)           there is no pending action, suit or proceeding, arbitration or governmental investigation against it, the outcome of which,
in its reasonable judgment, could reasonably be expected to prohibit it from entering into this Agreement or materially and adversely
affect its ability to perform its obligations under this Agreement; and


 


(vii)          it has errors and omissions insurance and fidelity bond coverage which is in full force and effect or is self-insuring with
respect to such risks, which in either case, complies with the requirements of Section 3.11 hereof.


 


(b)           
The representations and warranties of the Special Servicer set forth in this Section 2.6 shall survive until
termination of this Agreement, and shall inure to the benefit of the parties hereto and the Certificateholders and the VRR Interest
Owner.


 


2.7.         
Representations and Warranties of the Depositor. (a)  The Depositor hereby represents and warrants to the
other parties hereto and for the benefit of the Certificateholders and the VRR Interest Owner that as of the Closing Date:


 


(i)            
the Depositor is a Delaware limited liability company, duly organized, validly existing and in good standing under the laws
of the State of Delaware, with full power and authority to own its property, to carry on its business as presently conducted, to
enter into and perform its obligations under this Agreement, and to create the trust pursuant hereto;


 


(ii)            the execution, delivery and performance of this Agreement by the Depositor have been duly authorized by all necessary corporate
action on the part of the Depositor; neither the execution, delivery and performance of this Agreement, nor the


 






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consummation of
the transactions herein contemplated, nor the compliance with the provisions hereof, will conflict with or result in a breach of,
or constitute a default under (A) any of the provisions of any law, rule, regulation, judgment, decree or order binding on
the Depositor, (B) the organizational documents of the Depositor, or (C) the terms of any indenture or other agreement
or instrument to which the Depositor is a party or by which it is bound or any statute, order or regulation of any court, regulatory
body, administrative agency or governmental body having jurisdiction over it;


 


(iii)          the execution, delivery and performance by the Depositor of this Agreement and the consummation of the transactions contemplated
hereby and thereby do not require the consent or approval of, the giving of notice to, the registration with, or the taking of
any other action in respect of, any state, federal or other governmental authority or agency, except such as has been obtained,
given, effected or taken prior to the date hereof;


 


(iv)          this Agreement has been duly executed and delivered by the Depositor and, assuming due authorization, execution and delivery
by the other parties hereto, constitutes a valid and binding obligation of the Depositor enforceable against it in accordance with
its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other
similar laws relating to or affecting the rights of creditors generally, and by general equity principles (regardless of whether
such enforcement is considered in a proceeding in equity or at law);


 


(v)           there are no actions, suits or proceedings pending or, to the best of the Depositor’s knowledge, threatened or likely
to be asserted against or affecting the Depositor, before or by any court, administrative agency, arbitrator or governmental body
(A) with respect to any of the transactions contemplated by this Agreement or (B) with respect to any other matter which
in the judgment of the Depositor will be determined adversely to the Depositor and will, if determined adversely to the Depositor,
materially and adversely affect its ability to perform its obligations under this Agreement;


 


(vi)          the Depositor is not in default with respect to any order or decree of any court or any order, regulation or demand of any
federal, state, municipal or governmental agency, which default would materially and adversely affect the ability of the Depositor
to perform its obligations hereunder;


 


(vii)         other
than the actions taken pursuant to this Agreement, the Depositor has taken no action to impair or encumber the title to the Trust
Loan or to subject it to any offsets, defenses or counterclaims during the Depositor’s ownership thereof;


 


(viii)        the Depositor is accounting for the transfer of the Trust Loan as a sale under generally accepted accounting principles
and for federal income tax purposes;


 


(ix)           the Depositor is not, and, after giving effect to the transfers contemplated under this Agreement, will not be, insolvent;
and


 


(x)           
the Depositor has not transferred the Trust Loan with an intent to hinder, delay or defraud its creditors.


 






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(b)          
The representations and warranties of the Depositor set forth in this Section 2.7 shall survive until termination
of this Agreement, and shall inure to the benefit of the Certificateholders, the Trustee, the Certificate Administrator, the Servicer
and the Special Servicer.


 


(c)           
Neither the Depositor nor any of its Affiliates shall insure or guarantee distributions on the Certificates. Subject to
Section 2.9(a) and (b), neither the Certificateholders, the Trustee, or the Certificate Administrator on their
behalf shall have any rights or remedies against the Depositor for any losses or other claims in connection with the Certificates
or the Trust Loan.


 


2.8.         
[RESERVED]


 


2.9.         
Representations and Warranties Contained in the Trust Loan Purchase Agreement. (a)  Upon discovery by the
Servicer, the Special Servicer, the Certificate Administrator or the Trustee of (i) a Material Breach of any representation
and warranty set forth in Exhibit A to the Trust Loan Purchase Agreement, which representation and warranty was made by the
Trust Loan Seller in the Trust Loan Purchase Agreement and has been assigned to the Trustee pursuant to Section 2.1
hereof, or (ii) a Material Document Defect, such Person shall give prompt notice thereof to the other parties hereto and the
Trust Loan Seller, and upon receipt of such notice the Servicer or the Special Servicer, as applicable, shall use efforts consistent
with Accepted Servicing Practices to cause the Trust Loan Seller, to the extent obligated to do so under the Trust Loan Purchase
Agreement, to cure such Material Document Defect or Material Breach or repurchase the Trust Loan under the terms of and within
the time period specified by the Trust Loan Purchase Agreement, it being understood and agreed that none of such Persons has an
obligation to conduct any investigation with respect to such matters; provided, that within ninety (90) days of (i) the
receipt by the Trust Loan Seller of notice of such Material Document Defect or Material Breach, as the case may be, or (ii) the
discovery of such Material Document Defect or Material Breach by any party hereto, in the case of a Material Document Defect or
Material Breach that would cause the Trust Loan not to be a “qualified mortgage” within the meaning of Code Section
860G(a)(3) (but without regard to the rule in Treasury Regulations Section 1.860G-2(f)(2), which treats defective obligations as
a qualified mortgage) (a “Qualified Mortgage”), will be a Material Breach or Material Document Defect, respectively,
and with respect to any such Material Breach or Material Document Defect (the “Initial Resolution Period”),
the Trust Loan Seller will be required (x) to repurchase the Trust Loan at an amount equal to its Repurchase Price, (y) promptly
to cure such Material Breach or Material Document Defect, as the case may be, in all material respects; provided, that in
the case of this clause (y) if such Material Breach or Material Document Defect is not related to the Trust Loan not being a Qualified
Mortgage, to indemnify the Trust for the losses directly related to such Material Document Defect or Material Breach (in the case
of clause (y), subject, in the case of any partial repurchase or indemnity in lieu of a repurchase, to receipt of Rating Agency
Confirmation from the Rating Agency with respect to such action); provided, that in the event that such Material Breach
or Material Document Defect does not cause the Trust Loan to be other than a Qualified Mortgage and is capable of being cured but
not within such Initial Resolution Period if the Trust Loan Seller has commenced and is diligently proceeding with the cure of
such Material Document Defect or Material Breach, the Trust Loan Seller will have an additional ninety (90) days to complete such
cure (the “Extended Resolution Period”); provided, further, that with


 






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respect to such Extended
Resolution Period, the Trust Loan Seller shall have delivered an officer’s certificate to the Trustee and the Servicer and
the Special Servicer setting forth the reason why such Material Breach or Material Document Defect is not capable of being cured
within the Initial Resolution Period and what actions the Trust Loan Seller is pursuing in connection with the cure thereof and
stating that the Trust Loan Seller anticipates that such Material Breach or Material Document Defect will be cured within the Extended
Resolution Period. For the avoidance of doubt, no Liquidation Fee will be payable by the Trust Loan Seller in connection with a
repurchase of the Trust Loan or any indemnification payment by the Trust Loan Seller to a Material Breach or a Material Document
Defect if made in accordance with and within the Initial Resolution Period or any Extended Resolution Period.


 


(b)           
Upon receipt by the Servicer from the Trust Loan Seller of the Repurchase Price for the Trust Loan or any indemnification
payment by the Trust Loan Seller, the Servicer shall deposit such amount in the Collection Account, and the Custodian shall, upon
receipt of a certificate of a Servicing Officer certifying as to (1) the receipt by the Servicer of the Repurchase Price and the
deposit of the Repurchase Price into the Collection Account pursuant to this Section 2.9(b) and (2) if applicable,
compliance with the conditions set forth in clause (c) below, (i) release or cause to be released to the designees
of the Trust Loan Seller the Mortgage File and the Trustee shall execute and deliver such instruments of transfer or assignment,
in each case without recourse, representation or warranty (except that the Trust Loan is owned by the Trust and is being sold free
and clear of liens and encumbrances), as shall be prepared by such designee to vest in such designee the Trust Loan released pursuant
hereto and the Certificate Administrator, the Trustee, the Servicer and the Special Servicer shall have no further responsibility
with regard to such Mortgage File and (ii) release or cause to be released to the Trust Loan Seller any escrow payments and
reserve funds held by the Trustee, or on the Trustee’s behalf, in respect of the Trust Loan.


 


(c)            
[RESERVED]


 


(d)           
[RESERVED]


 


(e)            
In the event that the Trust Loan is repurchased pursuant to this Section 2.9, the Servicer or the Special Servicer,
as applicable, shall promptly notify the Depositor of such repurchase.


 


(f)             
It is understood and agreed that the obligations of the Trust Loan Seller referred to in this Section 2.9 shall be
the sole remedies available to the Certificateholders or the Trustee respecting a Material Breach of the Trust Loan Seller’s
representations and warranties regarding the Mortgage Loan, the Property and any Material Document Defect.


 


2.10.       
Execution and Delivery of Certificates; Issuance of Uncertificated Lower-Tier Interests. The Trustee acknowledges
the assignment in trust by the Depositor to the Trustee of the Trust Notes and other assets comprising the Trust Fund. Concurrently
with such assignment and delivery and in exchange therefor, (i) the Certificate Administrator acknowledges the issuance of (x) the
Uncertificated Lower-Tier Interests to the Depositor and (y) the Class LT-R Interest, in exchange for the Trust Loan, receipt
of which is hereby acknowledged, (ii) immediately thereafter, the Certificate Administrator acknowledges (x) the


 






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assignment by
the Depositor to the Trustee of the Uncertificated Lower-Tier Interests, and in exchange therefor that it (y) has executed
and has authenticated and delivered to or upon the order of the Depositor, the Regular Certificates and has issued the Class UT-R
Interest, and (z) has executed and has authenticated and delivered to or upon the order of the Depositor, the Class R
Certificates, representing the Class LT-R and Class UT-R Interests, and (iii) the Depositor hereby acknowledges the receipt
by it or its designees, of the Regular Certificates and the VRR Interest in authorized denominations and the Class UT-R Interest
evidencing the entire beneficial ownership of the Upper-Tier REMIC.


 


2.11.       
Miscellaneous REMIC Provisions. (a)  The Class A, Class X, Class B, Class C, Class D, Class E
and Class F Certificates and the VRR Interest are hereby designated as the “regular interests” in the Upper-Tier REMIC
within the meaning of Section 860G(a)(1) of the Code, and the Class UT-R Interest, represented by the Class R Certificates,
is hereby designated as the sole class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2)
of the Code.


 


The Class LA, Class LB,
Class LC, Class LD, Class LE, Class LF and LVRRI Uncertificated Interests are hereby designated as the “regular interests”
in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Class LT-R Interest, represented
by the Class R Certificates, is hereby designated as the sole class of “residual interests” in the Lower-Tier
REMIC within the meaning of Section 860G(a)(2) of the Code.


 


3.             ADMINISTRATION AND SERVICING OF THE Mortgage Loan


 


3.1.         
Servicer to Act as the Servicer; Special Servicer to Act as the Special Servicer. The Servicer and the Special Servicer,
each as an independent contractor, shall service and administer the Mortgage Loan and administer any Foreclosed Property solely
on behalf of the Trust and the Companion Loan Holders, in the best interest of all the Certificateholders, the Companion Loan Holders
and the VRR Interest Owner (as a collective whole as if such Certificateholders, Companion Loan Holders and the VRR Interest Owner
constituted one lender) (taking into account the relative subordination of the Trust B Note) (as determined by the Servicer or
the Special Servicer, as applicable, in the exercise of its good faith and reasonable judgment), in accordance with applicable
law (including the REMIC Provisions), the terms of this Agreement, the Mortgage Loan Documents, the Co-Lender Agreement and, to
the extent consistent with the foregoing, the following standards: (i) the higher of (a) the same manner in which and
with the same care, skill, prudence and diligence with which the Servicer or the Special Servicer, as applicable, services and
administers similar loans and administers foreclosed properties for other third-party portfolios, giving due consideration to customary
and usual standards of practice of prudent institutional commercial mortgage lenders in servicing their own loans and administering
their own foreclosed properties, or (b) with the care, skill, prudence and diligence the Servicer or the Special Servicer,
as applicable, uses for loans that it owns or for foreclosed properties it owns and administers; (ii) with a view to the timely
collection of (a) all scheduled payments of principal and interest under the Mortgage Loan or, if the Mortgage Loan comes
into and continues in default and if no satisfactory arrangements can be made for the collection of the delinquent payments, the
maximization of the recovery on the Mortgage Loan to the Certificateholders, the VRR Interest Owner and the Companion Loan Holders
(as a collective whole as if they constituted one lender) (taking into account the interests of each of the


 






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holders of the Notes
and the relative subordination of the Trust B Note) on a net present value basis and (b) the payment of Trust Fund Expenses that
are reimbursable or payable by the Borrower under the Mortgage Loan Agreement and (iii) without regard to:


 


(A)          
any relationship that the Servicer or the Special Servicer or any Affiliate thereof may have with any Borrower Affiliate,
the Mezzanine Lenders, the Trust Loan Seller, any Companion Loan Holder, the VRR Interest Owner, the Depositor or any of their
respective Affiliates;


 


(B)          
the ownership of any Certificate, the VRR Interest Owner, any Companion Loan or any interest in any Companion Loan or any
mezzanine loan by the Servicer or the Special Servicer or by any Affiliate thereof;


 


(C)          
in the case of the Servicer, its obligation to make Advances;


 


(D)          
the right of the Servicer or the Special Servicer or any Affiliate thereof to receive reimbursement of costs, compensation
or other fees (other than Advances), or the sufficiency of any compensation payable to it under this Agreement or with respect
to any particular transaction; or


 


(E)           
the ownership, servicing or management for others of any other loans or property by the Servicer or the Special Servicer.


 


Subject to the above-described
servicing standards (hereinafter referred to as “Accepted Servicing Practices”) and the terms of this Agreement
and of the Mortgage Loan Documents, the Servicer and the Special Servicer each shall have full power and authority, acting alone
and/or through (in the case of the Servicer) one or more sub-servicers as provided in Section 3.2, to do or cause to
be done any and all things in connection with such servicing and administration which it may deem necessary or desirable. The Servicer
and the Special Servicer shall service and administer the Mortgage Loan in accordance with applicable state and federal law. At
the written request of the Servicer or the Special Servicer, as applicable, accompanied by the form of power of attorney or other
documents being requested, the Trustee shall furnish to the Servicer or the Special Servicer any powers of attorney and other documents
necessary or appropriate to enable such Servicer or the Special Servicer to carry out its servicing and administrative duties hereunder,
and the Trustee shall not be held responsible (and shall be indemnified by the Servicer or the Special Servicer) for any negligence
or misuse by the Servicer or the Special Servicer in its uses of any such powers of attorney or other document. Notwithstanding
anything contained herein to the contrary, the Servicer and the Special Servicer shall not without the Trustee’s and the
Certificate Administrator’s prior written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s
or the Certificate Administrator’s name without indicating the representative capacity of the Servicer or the Special Servicer,
as applicable, or (ii) take any action with the intent to, and which actually does cause, the Trustee or the Certificate Administrator
to be registered to do business in any state.


 


The liability of each
of the Servicer and the Special Servicer, as applicable, for actions and omissions in its capacity as Servicer and the Special
Servicer, respectively, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.3).


 






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Nothing contained in this Agreement shall be construed as an express or implied guarantee by the Servicer or the Special Servicer
of the collectibility of the Trust Loan and the Companion Loans. In connection with any ground lease, the Servicer shall promptly,
and in any event within 60 days following the later of receipt of the applicable ground lease and the Closing Date, notify the
related ground lessor of the transfer of the Trust Loan to the Trust Fund pursuant to this Agreement and inform such ground lessor
that any notices of default under such ground lease should thereafter be forwarded to the Servicer.


 


Except as otherwise expressly
set forth in this Agreement, Wells Fargo Bank, National Association, acting in any particular capacity hereunder will not be deemed
to be imputed with knowledge of (a) Wells Fargo Bank, National Association, acting in a capacity that is unrelated to the transactions
contemplated by this Agreement, or (b) Wells Fargo Bank, National Association, acting in any other capacity hereunder, except,
in the case of either clause (a) or clause (b), where some or all of the obligations performed in such capacities are performed
by one or more employees within the same group or division of Wells Fargo Bank, National Association, or where the groups or divisions
responsible for performing the obligations in such capacities have one or more of the same Responsible Officers.


 


3.2.         
Sub-Servicing Agreements. (a)  The Special Servicer shall not engage any Sub-Servicer or enter into any
sub-servicing agreement. The Servicer, at its own expense without a right of reimbursement under this Agreement or otherwise, may
enter into sub-servicing agreements with sub-servicers for the servicing and administration of the Trust Loan and the Companion
Loans, provided that (i) any such sub-servicing agreement shall be upon such terms and conditions as are not inconsistent
with this Agreement and as the Servicer and the sub-servicer have agreed, and (ii) no sub-servicer retained by the Servicer
shall grant any modification, waiver, or amendment to the Mortgage Loan Documents without the approval of the Servicer. References
in this Agreement to actions taken or to be taken, and limitations on actions permitted to be taken, by the Servicer in servicing
the Mortgage Loan include actions taken or to be taken by a sub-servicer on behalf of the Servicer. Each sub-servicer shall be
(i) authorized to transact business and licensed in the applicable state(s), if, and to the extent, required by applicable
law to enable the sub-servicer to perform its obligations under the applicable sub-servicing agreement, and (ii) qualified
to perform its obligations under the applicable sub-servicing agreement. For purposes of this Agreement, the Servicer shall be
deemed to have received any amount when the sub-servicer receives such amount, irrespective of whether such amount is remitted
to the Servicer for deposit in the Collection Account, any Cash Management Account, any Reserve Account or the Distribution Account,
and actions taken by the sub-servicer shall be deemed to be actions of the Servicer. The Servicer shall notify the Trustee, the
Certificate Administrator and the Depositor in writing promptly upon the appointment of any sub-servicer and promptly furnish the
Trustee, upon its request, with a copy of the sub-servicing agreement. No sub-servicer shall be permitted to enter into any sub-servicing
agreement with other sub-servicers without the prior written consent of the Servicer.


 


(b)           
Notwithstanding any sub-servicing agreement, the Servicer shall remain obligated and liable to the Trustee, the Certificateholders
and the VRR Interest Owner for the servicing and administering of the Trust Loan and the Companion Loans in accordance with the
provisions of Section 3.1 without diminution of such obligation or liability by virtue of such sub-servicing agreement,
or by virtue of indemnification from a sub-servicer, and to the same extent


 






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and under the same terms and conditions as if the Servicer
alone were servicing and administering the Mortgage Loan.


 


(c)           
Any sub-servicing agreement entered into by the Servicer shall provide that it may be assumed or terminated by (i) the
Trustee if the Trustee has assumed the duties of the Servicer or if the Servicer is otherwise terminated pursuant to the terms
of this Agreement, or (ii) a successor Servicer if such successor Servicer has assumed the duties of the Servicer, without
cost or obligation to the Trustee, the successor Servicer, the Trust or the Trust Fund.


 


(d)           
Any sub-servicing agreement, and any other transactions or services relating to the Mortgage Loan involving a sub-servicer,
shall be deemed to be between the Servicer and such sub-servicer alone, and the Trustee, the Certificate Administrator, the Depositor,
the Trust, the Certificateholders and the VRR Interest Owner shall not be deemed parties thereto and shall have no claims, rights,
obligations, duties or liabilities with respect to the sub-servicer, and no provision herein shall be construed so as to require
the Trust, the Trustee, the Certificate Administrator, the Special Servicer or the Depositor to indemnify any such sub-servicer.
Notwithstanding anything in this Agreement to the contrary, the Servicer and the Special Servicer are permitted, at their own expense,
or to the extent that a particular expense is provided herein to be an Advance or a Trust Fund Expense, at the expense of the Trust,
to utilize agents or attorneys typically used by servicers of mortgage loans underlying commercial mortgage-backed securities in
performing each of their obligations under this Agreement (including but not limited to inspectors, appraisers, engineers and property
managers).


 


(e)            
Notwithstanding anything herein, each of the initial Servicer and the initial Special Servicer may delegate certain of its
duties and obligations hereunder to an Affiliate of the Servicer or the Special Servicer, as applicable. Such delegation shall
not be considered a sub-servicing agreement hereunder, and the requirements and obligations set forth herein applicable to sub-servicing
agreements, sub-servicers or Servicing Function Participants shall not be applicable to such arrangement. Notwithstanding any such
delegation, the Servicer and the Special Servicer shall remain obligated and liable for the performance of their respective obligations
and duties under this Agreement in accordance with the provisions hereof to the same extent and under the same terms and conditions
as if each alone were servicing and administering the Mortgage Loan as required hereby.


 


(f)            
The parties hereto acknowledge that the Mortgage Loan is subject to the terms and conditions of the Co-Lender Agreement
and recognize the respective rights and obligations of the Trust, as holder of the Trust Loan, and of the Companion Loan Holders
under the Co-Lender Agreement, including: (i) with respect to the allocation of collections on or in respect of the Mortgage
Loan, and the making of remittances, to the Trust, as holder of the Trust Loan, and to the Companion Loan Holders; (ii) with
respect to the allocation of expenses and losses relating to the Mortgage Loan to the Trust, as holder of the Trust Loan, and to
the Companion Loan Holders and (iii) to the extent provided for under the Co-Lender Agreement, the consultation rights of
the Companion Loan Holders. With respect to the Mortgage Loan, the Servicer (if the Mortgage Loan is not a Specially Serviced Mortgage
Loan) or the Special Servicer (if the Mortgage Loan has become a Specially Serviced Mortgage Loan or the Property has been converted
to an Foreclosed Property) shall prepare and provide to each Companion Loan Holder all notices, reports, statements and communications
to be delivered by the holder of


 






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the Trust Loan under the 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 Trust
Loan pursuant to the Co-Lender Agreement. In the event of any conflict between this Agreement and the Co-Lender Agreement, the
terms of the Co-Lender Agreement shall control with respect to the Mortgage Loan.


 


(g)           
Notwithstanding anything to the contrary herein, at no time shall the Servicer or the Trustee be required to make any advance
of delinquent scheduled monthly payments of principal or interest with respect to any Companion Loan or any Administrative Advance
with respect to any Companion Loan.


 


(h)           
To the extent required under the Mortgage Loan Documents or the Co-Lender Agreement, the Servicer shall, on behalf of the
Lender, maintain a Notes register for the Mortgage Loan.


 


3.3.         
Cash Management Account. A Cash Management Account has been established pursuant to the terms of the Mortgage Loan
Agreement and the Deposit Account Agreement. The Servicer shall exercise and enforce the rights of the Trust Fund with respect
to the Cash Management Account and Clearing Account under the Mortgage Loan Agreement and the Deposit Account Agreement in accordance
with Accepted Servicing Practices and the other terms of this Agreement and the other Mortgage Loan Documents.


 


3.4.         
Collection Account, Companion Loan Distribution Account and Interest Reserve Account. (a)  The Servicer
shall establish and maintain (i) in the name of “KeyBank National Association, as Servicer, on behalf of Wells Fargo
Bank, National Association, as Trustee, for the benefit of the holders of SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial
Mortgage Pass-Through Certificates and the related holders of the VRR Interest, Series 2019-PREZ, Collection Account” one
or more deposit accounts on behalf of the Trustee for the benefit of the Certificateholders and the VRR Interest Owner and (ii) in
the name of “KeyBank National Association, as Servicer, on behalf of Wells Fargo Bank, National Association, as Trustee,
for the benefit of the Companion Loan Holders with respect to SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage
Pass-Through Certificates, Series 2019-PREZ, Companion Loan Distribution Account” one deposit account for the benefit of
the Companion Loan Holders (the “Companion Loan Distribution Account”), which may be a subaccount of the Collection
Account, and funds in such account shall be remitted to the Companion Loan Holders (collectively, the “Collection Account”).
The Collection Account must be an Eligible Account maintained with an Eligible Institution. The Servicer shall deposit into the
Collection Account within two (2) Business Days of receipt of properly identified payments and collections in respect of the Mortgage
Loan the following amounts representing payments and collections received or made during each Collection Period on or with respect
to the Mortgage Loan:


 


(i)            
all payments on account of principal on the Mortgage Loan;


 


(ii)           
all payments on account of interest on the Mortgage Loan, including Default Interest;


 






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(iii)         
any amount representing reimbursements by the Borrower of Advances, interest thereon, and any other expenses of the Depositor,
the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, as required by the Mortgage Loan
Documents or hereunder;


 


(iv)          
any other amounts payable for the benefit of the Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificateholders or the VRR Interest Owner under the Mortgage Loan;


 


(v)           
any amounts required to be deposited pursuant to Section 3.8(b) in connection with net losses realized on Permitted
Investments with respect to funds held in the Collection Account;


 


(vi)          
all Net Foreclosure Proceeds received from the Special Servicer pursuant to Section 3.14, all Net Liquidation
Proceeds, Insurance Proceeds and Condemnation Proceeds; and


 


(vii)         
any other amounts required by the provisions of this Agreement to be deposited into the Collection Account by the Servicer,
including, without limitation, any (1) proceeds of any repurchase of the Trust Loan pursuant to Section 2.7(b)
hereof and the Trust Loan Purchase Agreement, (2) proceeds of the sale of the Mortgage Loan by the Special Servicer pursuant
to Section 3.16 hereof, or (3) amounts payable under the Mortgage Loan Documents by any Person to the extent not specifically
excluded.


 


The foregoing requirements
for deposits in the Collection Account by the Servicer shall be exclusive, it being understood and agreed that, without limiting
the generality of the foregoing, payments (if any) in the nature of Additional Compensation (other than Default Interest and late
payment charges) to which the Servicer or the Special Servicer, as applicable are entitled pursuant to Section 3.17
and any reimbursement made by the Borrower of expenses of the Servicer or the Special Servicer need not be deposited in the Collection
Account by the Servicer or the Special Servicer and, to the extent permitted by applicable law, the Servicer or the Special Servicer,
as applicable, shall be entitled to retain any such fees and expense reimbursements received with respect to the Mortgage Loan.


 


(b)           
Funds in the Collection Account may be invested in Permitted Investments in accordance with the provisions of Section 3.8.
The Servicer shall on the Closing Date give written notice to the Certificate Administrator (with a copy to the Borrower) of the
location and account number of the Collection Account and shall notify the Certificate Administrator in writing (with a copy to
the Borrower) prior to any subsequent change thereof.


 


(c)           
On or prior to each Remittance Date, (or following the securitization of any Companion Loan, in the case of clause (x)
below, the earlier of (1) the Remittance Date or (2) the Business Day immediately succeeding the “determination date”
set forth in the related Other Pooling and Servicing Agreement; provided that such “determination date” shall
not be earlier than the Determination Date), prior to the remittance of funds to the Certificate Administrator for deposit in the
Distribution Account pursuant to Section 3.5, the Servicer shall make withdrawals from the Collection Account (which
withdrawals shall be the only permitted


 






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withdrawals from the Collection Account by the Servicer) as described below (the order
set forth below constituting an order of priority for such withdrawals):


 


(i)            
to withdraw funds deposited therein in error;


 


(ii)           
to reimburse the Trustee (and the trustee with respect to each Other Securitization Trust) and the Servicer (and the master
servicer with respect to each Other Securitization Trust), in that order, out of general collections on the Mortgage Loan for any
Nonrecoverable Advances made by each and not previously reimbursed pursuant to clause (v)(A) below together with unpaid
interest thereon at the Advance Rate as follows: (A) first, to reimburse Nonrecoverable Advances that are Property Protection Advances
and Administrative Advances relating to the Mortgage Loan and the Properties and interest thereon; (B) second, to first reimburse
Nonrecoverable Advances that are Monthly Payment Advances or Companion Loan Advances on the A-1 Notes and interest thereon, on
a pro rata and pari passu basis, then to reimburse Nonrecoverable Advances that are Monthly Payment Advances on the
Trust B Note and interest thereon; and (C) third, to reimburse the master servicer with respect to each Other Securitization Trust
for its pro rata share of Nonrecoverable Advances previously paid from general collections on the related Other Securitization
Trust;


 


(iii)           concurrently, to pay the Servicing Fee to the Servicer (or with respect to any Excess Servicing Fee Rights, to pay any Excess
Servicing Fees to the holder of such Excess Servicing Fee Rights), the Certificate Administrator Fee (including the portion that
is the Trustee Fee) to the Certificate Administrator;


 


(iv)           to pay (a) to the Servicer, as additional compensation, any income earned (net of losses (subject to Section 3.8(b))
on the investment of funds deposited in the Collection Account; and (b) the Special Servicing Fee, if any, the Work-out Fee, if
any, and the Liquidation Fee, if any, to the Special Servicer (with respect to clauses (a) and (b), in that order);


 


(v)            to reimburse the Trustee (and the trustee with respect to each Other Securitization Trust) and the Servicer (and the master
servicer with respect to each Other Securitization Trust), in that order, for (A) Advances or Companion Loan Advances, as
applicable, made by each and not previously reimbursed from late payments received during the applicable period on the Mortgage
Loan, Liquidation Proceeds, Condemnation Proceeds, Insurance Proceeds and other collections on the Mortgage Loan; provided
that any Advance or Companion Loan Advance, as applicable, which has been determined to be a Nonrecoverable Advance shall be reimbursed
pursuant to clause (ii) above and (B) unpaid interest on such Advances or Companion Loan Advances, as applicable,
at the Advance Rate; provided, however, that, with respect to Advances or Companion Loan Advances, as applicable,
that are not deemed to be Nonrecoverable Advances, prior to (x) final liquidation of the Properties or (y) the final payment and
release of the Mortgage, interest on such Advances or Companion Loan Advances, as applicable, shall only be paid out of Default
Interest or late payment charges collected in the related Collection Period and after (A) final liquidation of the Properties
or (B) the final payment and release of the Mortgage, interest on such Advances or Companion Loan Advances, as


 






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applicable,
may be paid out of other amounts on deposit in the Collection Account to the extent Default Interest and late payment charges are
not sufficient to pay for such interest on Advances or Companion Loan Advances, as applicable;


 


(vi)           to reimburse the Trustee, the Certificate Administrator, the Servicer and the Special Servicer, in that order, for expenses
incurred by them in connection with the liquidation of the Specially Serviced Mortgage Loan or the Liquidated Property, and not
otherwise covered and paid by an insurance policy or deducted from the proceeds of liquidation or not previously reimbursed pursuant
to clauses (ii) or (v) above;


 


(vii)          to pay to the Servicer or the Special Servicer, as applicable, as additional compensation, (A) to the extent actually received
from the Borrower (and permitted by (or not otherwise prohibited by) and allocated as such pursuant to the terms of the Mortgage
Loan Documents or this Agreement) and deposited into the Collection Account by the Servicer, any payments in the nature of any
late payment fees and Default Interest (to the extent remaining after payment or reimbursement of any Special Servicing Fees, Liquidation
Fees or Work-out Fees pursuant to clause (iv) above and reimbursement of Advances and interest on Advances pursuant to clause
(v) above), release fees, defeasance fees, Assumption Fees, Assumption Application Fees, substitution fees, Net Modification
Fees, consent fees, amounts collected for checks returned for insufficient funds, charges for beneficiary statements or demands,
review fees, processing fees and similar fees and expenses; and (B) any income earned on the investment of funds deposited in the
Collection Account and the Foreclosed Property Account; provided that such amounts received during each Collection Period
shall not be required to be deposited into the Collection Account and shall be deemed to have been deposited in the Collection
Account and withdrawn pursuant to this clause (vii) solely for the purpose of determining the Aggregate Available Funds
Reduction Amount in connection with the calculation of the Non-VRR Interest Available Funds and the VRR Interest Available Funds
for the related Distribution Date;


 


(viii)         to pay or reimburse the Depositor, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer in
that order, for any indemnities, expenses and other amounts (including any Trust Fund Expenses) then due and payable or reimbursable
to each pursuant to the terms of this Agreement and/or the Co-Lender Agreement and not previously paid or reimbursed pursuant to
the preceding clauses;


 


(ix)            to the extent not previously paid or advanced, to remit to the Certificate Administrator to pay (or set aside for eventual
payment) any and all taxes imposed on the Trust or the Trust Fund by federal or state governmental authorities, including without
limitation amounts paid pursuant to Section 12.1(k); provided, that, if such taxes are the result of the Depositor’s,
Servicer’s, Special Servicer’s, Certificate Administrator’s or Trustee’s, as applicable, negligence, bad
faith or willful misconduct in performing its obligations hereunder, such amounts may not be withdrawn from the Collection Account,
but shall be paid by such party that was negligent, acted in bad faith or engaged in willful misconduct pursuant to Sections
6.6 and 8.12, as applicable;


 






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(x)            
to pay CREFC® the CREFC® Intellectual Property Royalty License Fee (according to the payment
instructions set forth on Exhibit R hereto or such other payment instructions as CREFC® may provide
from time to time in writing at least two Business Days prior to the Remittance Date); and


 


(xi)            to pay the Companion Loan Holders any portion of such collections that are required to be distributed to the Companion Loan
Holders in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement;


 


provided
that in no event shall the Servicer be permitted to apply any portion of collections that are required to be distributed to the
Companion Loan Holders in respect of the Companion Loans pursuant to the terms of the Co-Lender Agreement to pay or reimburse any
CREFC® Intellectual Property Royalty License Fee, the Certificate Administrator Fee, any Monthly Payment Advance
on the Trust Loan (or interest accrued and payable on such Monthly Payment Advance) or any Trust Fund Expenses that are not related
to the servicing and administration of the Mortgage Loan or the Properties.


 


Notwithstanding the foregoing,
with respect to any Remittance Date, in no event shall the Servicer be permitted to make a withdrawal pursuant to clauses 3.4(c)(iii),
(iv)(b), (v), (vi), (viii) or (x) above if, as a result of such withdrawal, the amount on deposit
in the Collection Account after giving effect to such withdrawal would be less than the Required Advance Amount; provided
that the Servicer shall be permitted to make withdrawals in the order of priority specified above up to the amount on deposit in
the Collection Account that would result in funds equaling or exceeding the Required Advance Amount remaining in the Collection
Account. Notwithstanding the foregoing, such withdrawal limitations shall not apply (and accrued amounts previously eligible for
withdrawal pursuant to clauses 3.4(c)(iii), (iv)(b), (v), (vi), (viii) or (x) but which
remain unpaid due to the operation of this paragraph may then be withdrawn and paid) upon (1) the final liquidation of the
Mortgage Loan or the Properties, (2) the final payment of the Mortgage Loan and release of the Mortgage or (3) the determination
that any Advance that would increase the currently unreimbursed Advances in the aggregate such that it would be a Nonrecoverable
Advance.


 


The Servicer shall pay
to the Certificate Administrator (on behalf of itself and the Trustee) and advance or pay to the Special Servicer, if applicable,
from the Collection Account, as provided above, amounts permitted to be paid to the Special Servicer, the Certificate Administrator
and the Trustee therefrom, promptly upon receipt of certificates of a Responsible Officer of the Certificate Administrator or the
Trustee or an officer of the Special Servicer describing the item and amount to which the Special Servicer, the Certificate Administrator
and the Trustee, as the case may be, are entitled unless such payment to the Special Servicer, the Certificate Administrator or
the Trustee, as the case may be, is clearly required pursuant to this Agreement, in which case a written certificate shall not
be required. The Servicer may rely conclusively on any such certificate, shall have no duty to recalculate the amounts stated therein
and shall have no liability if the amount paid in reliance thereon is an amount to which the Special Servicer, the Certificate
Administrator or the Trustee, as applicable, is not entitled.


 


(d)           The Servicer shall withdraw from the Collection Account and, to the extent sufficient funds are on deposit therein, pay
the CREFC® Intellectual Property Royalty


 






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License Fee to CREFC® in accordance with Section 3.4(c)(x)
on a monthly basis, solely from funds on deposit in the Collection Account.


 


(e)           The Certificate Administrator shall establish and maintain a reserve account (which may be a subaccount of the Distribution
Account) (the “Interest Reserve Account”) for the benefit of the Trustee and for the benefit of the Certificateholders
and the VRR Interest Owner. The Interest Reserve Account must be an Eligible Account maintained with an Eligible Institution. Funds
on deposit in the Interest Reserve Account shall be uninvested. On each Distribution Date occurring in any February and on any
Distribution Date occurring in any January which occurs in a year that is not a leap year (unless, in either case, such Distribution
Date is the final Distribution Date), the Certificate Administrator shall deposit into the Interest Reserve Account an amount equal
to one day’s net interest collected on the principal balance of each Trust Note as of the Payment Date occurring in the month
preceding the month in which such Distribution Date occurs at the applicable Trust Note Rate (net of interest at the Servicing
Fee Rate applicable to the Trust Loan, the Certificate Administrator Fee Rate (including the portion that is the Trustee Fee Rate)
and the CREFC® Intellectual Property Royalty License Fee Rate and exclusive of Default Interest allocable to the
Trust Loan payable therefrom) to the extent a full Monthly Payment or Monthly Payment Advance is made in respect thereof (all amounts
so deposited in any consecutive January and February, “Withheld Amounts”). On each Remittance Date occurring
in March (or February, if the related Distribution Date is the final Distribution Date), the Certificate Administrator shall withdraw
from the Interest Reserve Account an amount equal to the Withheld Amounts from the preceding January and February, if any, and
transfer such amounts into the Distribution Account.


 


3.5.         
Distribution Account. (a)  The Certificate Administrator shall establish and maintain in the name of “Wells
Fargo Bank, National Association”, as Certificate Administrator, on behalf of “Wells Fargo Bank, National Association”,
as the Trustee, and for the benefit of the holders of SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through
Certificates, Series 2019-PREZ, a deposit account (the “Distribution Account”), which shall be deemed to include
the Lower-Tier Distribution Account and the Upper-Tier Distribution Account, which shall be subaccounts of the Distribution Account
for the benefit of the Certificateholders, the VRR Interest Owner and the Trustee, as holder of the Uncertificated Lower-Tier Interests.
The Distribution Account must be an Eligible Account maintained with an Eligible Institution. Funds on deposit in the Distribution
Account shall be uninvested. On each Remittance Date, the Servicer shall transfer from the Collection Account to the Certificate
Administrator for deposit into the Distribution Account all funds remaining on deposit therein, after giving effect to the withdrawals
made pursuant to Section 3.4(c). The Certificate Administrator shall credit the funds remitted by the Servicer from
the Collection Account to the Distribution Account. Amounts held in the Distribution Account and the Interest Reserve Account shall
not be invested.


 


The Certificate Administrator
shall make withdrawals from the Distribution Account to withdraw any amounts deposited in error, to withdraw amounts due to it
under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c),
and then to make distributions to the Holders of the Certificates and the VRR Interest Owner pursuant to Section 4.1.


 






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(b)          
The Certificate Administrator shall make or be deemed to have made withdrawals from the Lower-Tier Distribution Account
in the following order of priority and only for the following purposes:


 


(i)            
to make deposits of the Lower-Tier Distribution Amount pursuant to Section 4.1(b) into the Upper-Tier Distribution
Account and to make distributions to the Holder of the Class R Certificates (in respect of the Class LT-R Interest) pursuant
to Section 4.1(b);


 


(ii)           
to withdraw amounts deposited in error and pay such amounts to the Persons entitled thereto and to withdraw amounts due
to it and the Trustee under Section 3.4(c), to the extent such amounts were not withdrawn and paid to it by the Servicer
under Section 3.4(c); and


 


(iii)          
to clear and terminate the Lower-Tier Distribution Account pursuant to Section 10.1.


 


(c)           
The Certificate Administrator shall make withdrawals from the Upper-Tier Distribution Account in the following order of
priority and only for the following purposes:


 


(i)            
to withdraw amounts deposited in error and to withdraw amounts due to it and the Trustee under Section 3.4(c),
to the extent such amounts were not withdrawn and paid to it by the Servicer under Section 3.4(c);


 


(ii)           
to make distributions to Holders of the Regular Certificates and the Class R Certificates (in respect of the Class UT-R
Interest) and to the VRR Interest Owner on each Distribution Date pursuant to Section 4.1 or Section 10.2
as applicable; and


 


(iii)          
to clear and terminate the Upper-Tier Distribution Account at the termination of this Agreement pursuant to Section 10.1.


 


3.6.         
Foreclosed Property Account. The Special Servicer shall establish and maintain one or more deposit accounts (the
“Foreclosed Property Account”) in the name of either (a) “AEGON USA Realty Advisors, LLC, as Special Servicer,
on behalf of Wells Fargo Bank, National Association, as Trustee, for the benefit of the holders of SG Commercial Mortgage Securities
Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ, the VRR Interest Owner and the Companion Loan
Holders, Foreclosed Property Account” or (b) in the name of the limited liability company formed under Section 3.14
related to the Foreclosed Property, if any, held in the name of the Special Servicer on behalf of the Trustee for the benefit of
the Certificateholders, the VRR Interest Owner and the Companion Loan Holders. The Foreclosed Property Account must be an Eligible
Account maintained with an Eligible Institution. The Special Servicer shall deposit into the Foreclosed Property Account within
two (2) Business Days of receipt all funds collected and received in connection with the operation or ownership of the Foreclosed
Property. On or before the last day of each Collection Period, the Special Servicer shall withdraw the funds in the Foreclosed
Property Account, net of certain expenses and/or reserves (the amount of such expenses and/or reserves as determined in the Special
Servicer’s reasonable discretion), and deposit them into the Collection Account in


 






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accordance with Section 3.4(a).
The Special Servicer shall notify the Certificate Administrator in writing of the location and account number of the Foreclosed
Property Account and shall notify the Certificate Administrator in writing prior to any subsequent change thereof.


 


3.7.         
Appraisal Reductions.


 


(a)           
Within 60 days after the occurrence of an Appraisal Reduction Event with respect to the Mortgage Loan, the Special Servicer
shall (i) notify the Servicer, the Trustee and the Certificate Administrator and, so long as no Consultation Termination Event
has occurred, the Directing Holder, of such occurrence of an Appraisal Reduction Event, (ii) order (which order shall be placed
within 30 days of the occurrence of the Appraisal Reduction Event) and use efforts consistent with Accepted Servicing Practices
to obtain an Appraisal of the Properties owned by the Borrower unless an Appraisal was performed within nine months prior to the
Appraisal Reduction Event and the Special Servicer is not aware of any material change in the market or condition or value of the
Properties since the date of such Appraisal, in which case such Appraisal with respect to the Properties shall be used by the Special
Servicer, (iii) determine on the basis of the applicable Appraisal, and receipt of information reasonably requested by the Special
Servicer from the Servicer necessary to calculate the Appraisal Reduction Amount whether there exists any Appraisal Reduction Amount
and (iv) allocate the Appraisal Reduction Amount to the Trust Loan and the Companion Loans and give reasonably prompt notice of
such Appraisal Reduction Amount, the Trust Appraisal Reduction Amount and the portion of the Appraisal Reduction Amount allocated
to the Companion Loans to the Companion Loan Holder (or, in the case of a Companion Loan that is part of an Other Securitization
Trust, the master servicer, special servicer and trustee with respect to such Other Securitization Trust), the Trustee and the
Certificate Administrator (to the extent not already reported to such parties on the CREFC® Reports provided by
the Servicer and posted on the Certificate Administrator’s website). The cost of obtaining such Appraisal shall be paid by
the Servicer as a Property Protection Advance or an Administrative Advance unless it would constitute a Nonrecoverable Advance
and in such case, as a Trust Fund Expense. Updates of such Appraisals shall be obtained by the Special Servicer, and paid for by
the Servicer as a Property Protection Advance or an Administrative Advance (or paid for by the Trust if the Servicer determines
that such Advance would constitute a Nonrecoverable Advance) every nine (9) months for so long as an Appraisal Reduction Event
exists, and the Appraisal Reduction Amount shall be adjusted accordingly. If required in accordance with any such adjustment, each
Class of Certificates or the VRR Interest that has been notionally reduced as a result of the Trust Appraisal Reduction Amount
shall have its related Certificate Balance or VRR Interest Balance notionally restored by the Certificate Administrator or the
Trustee to the extent required by such adjustment of the Trust Appraisal Reduction Amount, and there shall be a redetermination
of whether a Control Termination Event has occurred. Any such Appraisal obtained under this Section shall be delivered by the Special
Servicer to the Trustee and the Certificate Administrator, and, so long as no Consultation Termination Event has occurred, the
Directing Holder, in electronic format, and the Certificate Administrator shall make such Appraisal available to Privileged Persons
pursuant to Section 8.14(b). The Servicer shall provide (via electronic delivery) the Special Servicer with information
in its possession that is reasonably required to calculate or recalculate any Appraisal Reduction Amount pursuant to the definition
thereof, using reasonable efforts to deliver such information within four (4) Business Days of the Special Servicer’s written
request (which request shall be made promptly, but in no event later


 






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than ten (10) Business Days, after the Special Servicer’s
receipt of the applicable Appraisal or preparation of the applicable internal valuation) provided, however, that the Special
Servicer’s failure to timely make such a request shall not relieve the Servicer of its obligation to provide such information
to the Special Servicer in the manner and timing set forth in this sentence. Accordingly, the Special Servicer shall not be obligated
to calculate, recalculate, determine or redetermine any Appraisal Reduction Amount until such time as it receives from the Servicer
the information reasonably required by the Special Servicer to make such calculation, recalculation, determination or redetermination.
The Servicer shall not calculate Appraisal Reduction Amounts.


 


(b)          
While any Trust Appraisal Reduction Amount (or deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(e))
exists with respect to the Mortgage Loan, (i) the amount of any Monthly Payment Advances shall be reduced as provided in Section 3.23(a),
and (ii) the existence thereof (other than any deemed Trust Appraisal Reduction Amount) will be taken into account for purposes
of determining the Voting Rights of certain Classes of Certificates as provided in Section 3.7(c) and (iii) except
with respect to any deemed Appraisal Reduction Amount, there shall be a determination of whether a Control Termination Event has
occurred and is continuing.


 


(c)           
The Certificate Balance of each Class of Sequential Pay Certificates and the VRR Interest Balance of the VRR Interest shall
be notionally reduced solely for purposes of determining (x) the Voting Rights of the related Classes to the extent set forth
in this Agreement and (y) whether a Control Termination Event has occurred and is continuing or a Consultation Termination Event
has occurred to the extent of any Trust Appraisal Reduction Amount (other than any deemed Trust Appraisal Reduction Amount) allocated
to such Class or VRR Interest on such Distribution Date. Trust Appraisal Reduction Amounts will be allocated between the VRR Interest,
on the one hand, and the Certificates, on the other hand, based upon the VRR Percentage and the Non-VRR Percentage, respectively.
The Non-VRR Percentage of any Trust Appraisal Reduction Amount for any Distribution Date allocated to the Certificates shall be
applied to notionally reduce the Certificate Balances of the Sequential Pay Certificates in the following order of priority: first,
to the Class F Certificates; second, to the Class E Certificates; third, to the Class D Certificates; fourth,
to the Class C Certificates and fifth, to the Class B Certificates (provided in each case that no Certificate Balance
in respect of any such Class may be notionally reduced below zero), and the VRR Percentage of any Appraisal Reduction Amount for
any Distribution Date allocated to the VRR Interest shall be applied to the VRR Interest Balance of the VRR Interest (solely for
purposes of determining the Voting Rights of the VRR Interest, if any) until the VRR Interest Balance of the VRR Interest has been
notionally reduced to zero. To the extent Trust Appraisal Reduction Amounts are not applied to notionally reduce the Certificate
Balance of the Class A Certificates, a portion of the Appraisal Reduction Amount equal to the Risk Retention Allocation Percentage
multiplied by such Appraisal Reduction Amount will not be applied to notionally reduce the VRR Interest Balance of the VRR Interest.


 


(d)           
In the event that a portion of one or more Monthly Payment Advances with respect to the Trust Loan is reduced as a result
of an Appraisal Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest on the Trust Loan shall be
reduced by the aggregate amount of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal
of the Trust Loan shall be increased by such amount, and if the amounts of


 






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the Net Liquidation Proceeds to be applied to principal
of the Trust Loan have been applied to pay the principal of the Trust Loan in full, any remaining Net Liquidation Proceeds shall
then be applied to pay any remaining accrued and unpaid interest on the Trust Loan in accordance with Section 1.3.


 


(e)           
If (i) an Appraisal Reduction Event has occurred, (ii) either (A) no Appraisals or updates of any Appraisals have been obtained
or conducted with respect to the Properties or Foreclosed Property, as the case may be, during the nine-month period prior to the
date of such Appraisal Reduction Event or (B) the Special Servicer is aware that any material change in the circumstances surrounding
the Properties or any Foreclosed Property, as the case may be, has occurred since the date of the most recent Appraisal that would
materially adversely affect the value of the Properties or any Foreclosed Property, as the case may be, and (iii) no new Appraisal
has been obtained or conducted for such Property or Foreclosed Property, as the case may be, within 60 days after the Appraisal
Reduction Event has occurred, then (x) until each new Appraisal is conducted, the Appraisal Reduction Amount for the Properties
shall be deemed to be equal to 25% of the outstanding principal balance of the Mortgage Loan and (y) upon receipt or performance
of the new Appraisal by the Special Servicer, the Appraisal Reduction Amount for such Property or Foreclosed Property, as the case
may be, shall be based on such new appraisal and the Appraisal Reduction Amount shall be recalculated in accordance with this Section
3.7. Deemed Appraisal Reduction Amounts will not be allocated to any Class of Certificates for purposes of (1) determining
whether a Control Termination Event or Consultation Termination Event has occurred and is continuing or (2) allocating Voting Rights.


 


(f)           
With respect to any Appraisal Reduction Amount calculated for purposes of determining an Appraisal Reduction Event, the
appraised value (as determined by an updated Appraisal) of the Properties securing the Mortgage Loan will be determined on an “as-is”
basis, based upon the current physical condition, use and zoning of the Properties as of the date of the Appraisal.


 


The holders of Certificates
representing the majority of the Certificate Balance of any Class of Control Eligible Certificates whose aggregate Certificate
Balance is notionally (taking into account the application of any Trust Appraisal Reduction Amounts (other than any deemed Trust
Appraisal Reduction Amount pursuant to Section 3.7(e)) to notionally reduce the Certificate Balance of such Class) reduced
to less than 25% of its initial Certificate Balance, such Class will be referred to as the “Appraised-Out Class”.
The Holders of the majority (by Certificate Balance) of the Appraised-Out Class shall have the right, at their sole expense, to
require the Special Servicer to order a second Appraisal of the Property (such Holders, the “Requesting Holders”).
The Requesting Holders must provide the Special Servicer with notice of their intent to challenge the Special Servicer’s
Appraisal Reduction Amount determination within ten (10) days of the Requesting Holders’ receipt of written notice of the
Appraisal Reduction Amount. The Requesting Holders shall cause the Appraisal to be prepared on an “as-is” basis by
an appraiser in accordance with MAI Standards, and the appraisal shall be reasonably acceptable to the Special Servicer in accordance
with Accepted Servicing Practices. The Special Servicer shall use commercially reasonable efforts to ensure that such Appraisal
is delivered within 45 days from receipt of the Requesting Holders’ written request and shall ensure that such Appraisal
is prepared by an Independent Appraiser.


 






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In addition, if subsequent
to any Class of Control Eligible Certificates becoming an Appraised-Out Class there is a material change with respect to the Property
related to the Appraisal Reduction Amounts that caused such Class to become an Appraised-Out Class, the Requesting Holders shall
have the right to request, in writing, that the Special Servicer obtain an additional Appraisal, which request shall set forth
their belief of what constitutes a material change to the Property (including any related documentation). The costs of obtaining
such additional Appraisal shall be paid by the Requesting Holders. Subject to the Special Servicer’s confirmation, determined
in accordance with Accepted Servicing Practices, that there has been a change with respect to the Property and such change was
material, the Special Servicer shall use its commercially reasonable efforts to ensure that such additional Appraisal is delivered
within 45 days from receipt of written request from the Requesting Holders for another Appraisal from an Independent Appraiser,
the identity of which shall be determined by the Special Servicer in accordance with Accepted Servicing Practices (provided
that such Independent Appraiser may not be the same Independent Appraiser that provided the Appraisal in respect of which the Requesting
Holders are requesting the Special Servicer to obtain an additional Appraisal), and shall recalculate such Appraisal Reduction
Amount and the Trust Appraisal Reduction Amount based upon such second Appraisal, which second Appraisal must be prepared on an
“as-is” basis by an appraiser in accordance with MAI Standards. If required by any such recalculation, the Appraised-Out
Class shall be reinstated as the Controlling Class. Appraisals that are permitted to be requested by any Appraised-Out Class shall
be in addition to any Appraisals that the Special Servicer may otherwise be required to obtain in accordance with Accepted Servicing
Practices upon the occurrence of such material change or that the Special Servicer is otherwise required or permitted to order
under this Agreement without regard to any Appraisal requests made by any Requesting Holder.


 


Upon receipt of any supplemental
Appraisal pursuant to the two preceding paragraphs, the Special Servicer shall recalculate the Appraisal Reduction Amount and the
Trust Appraisal Reduction Amount based upon such second Appraisal. If required by any such recalculation, the Appraised-Out Class
shall be reinstated as the Controlling Class and the Appraised-Out Class shall have its Certificate Balance notionally restored
to the extent required by such recalculation of the Appraisal Reduction Amount and the Trust Appraisal Reduction Amount.


 


Any Appraised-Out Class
for which the Requesting Holders are challenging the Special Servicer’s Appraisal Reduction Amounts determination may not
exercise any rights of the Controlling Class until such time, if any, as such Class is reinstated as the Controlling Class.


 


3.8.         
Investment of Funds in the Collection Account and The Foreclosed Property Account. (a)  The Servicer, with
respect to the Collection Account and the Reserve Accounts, and the Special Servicer, with respect to the Foreclosed Property Account,
may direct any depository institution maintaining the Collection Account, the Foreclosed Property Account and any Reserve Account
(to the extent interest is not payable to the Borrower under applicable law or the Mortgage Loan Documents), respectively (each,
for purposes of this Section 3.8, 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


 






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Servicer or the Special Servicer, as applicable, 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. 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 for the benefit of
the Certificateholders and the VRR Interest Owner (in its capacity as such) or in the name of a nominee of the Trustee. The Trustee
shall have sole control (except with respect to investment direction, which shall be in the control of the Servicer (or the Special
Servicer, with respect to the Foreclosed Property Account) 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 agent
(which shall initially be the 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 for the benefit of the Certificateholders and the VRR Interest Owner
or its nominee. The Trustee and the Certificate Administrator shall have no responsibility or liability with respect to the investment
directions of the Servicer or the Special Servicer 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 Servicer and Special Servicer, as applicable, shall:


 


(i)            
 consistent with any notice required to be given thereunder, demand that payment thereon be made on the last day such Permitted
Investment may otherwise mature hereunder in an amount equal to the lesser of (1) all amounts then payable thereunder and
(2) the amount required to be withdrawn on such date; and


 


(ii)            
demand payment of all amounts due thereunder promptly upon determination by the Servicer or the Special Servicer, as applicable,
that such Permitted Investment would not constitute a Permitted Investment in respect of funds thereafter on deposit in the related
Investment Account.


 


(b)           
All net income and gain realized from investment of funds deposited in the Collection Account and the Reserve Accounts (to
the extent not payable to the Borrower under applicable law or the Mortgage Loan Documents) shall be for the benefit of the Servicer
in accordance with the terms and priorities of this Agreement. All net income and gain realized from investment of funds deposited
in the Foreclosed Property Account shall be for the benefit of the Special Servicer. Any net losses on funds in the Collection
Account, the Reserve Accounts (except, in the case of any such loss with respect to a Reserve Account, to the extent any such losses
are incurred on amounts invested for the benefit of the Borrower under the terms of the Mortgage Loan Documents) or the Foreclosed
Property Account shall be reimbursed by the Servicer or the Special Servicer, as applicable, from its own funds promptly, but in
any event on or prior to the Remittance Date following the realization of such loss. Notwithstanding the above, neither the Servicer
nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss
(i) was incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company
that holds such Investment Account, so long as such depository institution or trust company satisfied the qualifications set forth
in the definition of “Eligible Institution” included in Section 1.1 at the time such investment was made,
(ii) such loss was incurred within thirty (30) days of the date of such insolvency, (iii) such loss is not the result
of fraud, negligence or the willful misconduct of


 






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the Servicer or the Special Servicer, as applicable and (iv) and such institution
was not an Affiliate of the Servicer, Special Servicer, the Certificate Administrator or Trustee, as applicable.


 


(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 Servicer 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 Servicer takes any such action, the Trust Fund shall pay or reimburse the Servicer, pursuant to Section 3.4(c),
for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Servicer in connection therewith.


 


(d)           
For the avoidance of doubt, the Collection Account, the Foreclosed Property Account, the Interest Reserve Account and the
Lower-Tier Distribution Account (including interest, if any, earned on the investment of funds in such accounts) will be owned
by the Lower-Tier REMIC, and the Upper-Tier Distribution Account (including interest, if any, earned on the investment of funds
in such account) will be owned by the Upper-Tier REMIC, each for federal income tax purposes.


 


3.9.          
Payment of Taxes, Assessments, etc. The Servicer (other than with respect to the Foreclosed Property) and the Special
Servicer (with respect to the Foreclosed Property) shall maintain, accurate records with respect to the Property (or the Foreclosed
Property, as the case may be) reflecting the status of taxes, assessments, charges and other similar items that are or may become
a lien on the Property (or the Foreclosed Property, as the case may be) and the status of insurance premiums payable in respect
of insurance policies required to be maintained pursuant to Section 3.11 hereof. The Servicer shall obtain, from time
to time, all bills for the payment of such items (including renewal premiums). The Servicer shall pay (or cause to be paid) real
estate taxes, insurance premiums and other similar items from funds in the applicable Reserve Account in accordance with the Mortgage
Loan Agreement at such time as may be required by the Mortgage Loan Documents. If the Borrower does not make the necessary payments
and/or a Mortgage Loan Event of Default has occurred and amounts in the applicable Reserve Account are insufficient to make such
payments, the Servicer shall make a Property Protection Advance, subject to the determination of non-recoverability provided in
Section 3.23, from its own funds for amounts payable with respect to all such items related to the Property when and
as the same shall become due and payable. The Servicer shall ensure that the amount of funds in the applicable Reserve Account
is increased when and if applicable taxes, assessments, charges and other similar items, ground rents or insurance premiums are
increased, in accordance with the terms of the Mortgage Loan Agreement.


 


3.10.        
Appointment of Special Servicer. (a) AEGON USA Realty Advisors, LLC is hereby appointed as the initial Special
Servicer to service the Mortgage Loan while a Special Servicing Loan Event has occurred and is continuing and perform the other
obligations of the Special Servicer hereunder.


 


(b)           
If there is a Special Servicer Termination Event with respect to any Special Servicer, such Special Servicer may be removed
and replaced pursuant to Sections 7.1 and 7.2. The Trustee or the Certificate Administrator, as applicable,
shall, promptly after


 






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receiving notice of any such Special Servicer Termination Event notify the Servicer, the Trustee (in the
case of the Certificate Administrator), the Companion Loan Holders, the Certificate Administrator (which shall post such notice
on the Certificate Administrator’s Website in accordance with Section 8.14(b)) and the 17g-5 Information Provider
(which shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 8.14(b)).
The appointment of any such successor Special Servicer shall not relieve the Servicer or the Trustee of their respective obligations
to make Advances as set forth herein; provided, however, the initial Special Servicer specified above shall not be
liable for any actions or any inaction of such successor Special Servicer. No termination fee shall be payable to the terminated
Special Servicer. No termination of the Special Servicer and appointment of a successor Special Servicer shall be effective until
the successor Special Servicer has assumed all of its responsibilities, duties and liabilities hereunder in writing and a Rating
Agency Confirmation with respect to such appointment has been delivered to the Trustee and the Certificate Administrator and their
respective counterparts with respect to each Other Securitization Trust. Any successor Special Servicer shall be deemed to make
the representations and warranties provided for in Section 2.5 mutatis mutandis as of the date of its succession.
The terminated Special Servicer shall retain all rights accruing to it under this Agreement, including the right to receive fees
accrued prior to its termination and other amounts payable to it (including indemnification payments).


 


(c)            
Upon determining that a Special Servicing Loan Event has occurred and is continuing with respect to the Mortgage Loan, the
Servicer shall promptly give notice thereof to each other party and the Servicer shall use efforts consistent with Accepted Servicing
Practices to provide the Special Servicer with all information, documents (but excluding the original documents constituting the
Mortgage File) and records (including records stored electronically on computer tapes, magnetic discs and the like) relating to
the Mortgage Loan and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto.
The Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the date that
a Special Servicing Loan Event has occurred. The Servicer in any event shall continue to act as Servicer and administrator of the
Mortgage Loan until the Special Servicer has commenced the servicing of the Mortgage Loan, which shall occur upon the receipt by
the Special Servicer of the information, documents and records referred to in the preceding sentence. The Special Servicer shall
instruct the Borrower to continue to remit all payments in respect of the Mortgage Loan to the Servicer. The Servicer shall forward
any notices it would otherwise send to the Borrower under the Mortgage Loan to the Special Servicer who shall send such notice
to the Borrower while a Special Servicing Loan Event has occurred and is continuing.


 


(d)           
Upon determining that a Special Servicing Loan Event is no longer continuing with respect to the Mortgage Loan, the Servicer
or the Special Servicer, as applicable, shall promptly give notice thereof to the Companion Loan Holders and each other party hereto,
and upon giving such notice such Special Servicing Loan Event shall cease, the Special Servicer’s obligation to service the
Mortgage Loan shall terminate and the obligations of the Servicer to service and administer the Mortgage Loan shall resume and
the Special Servicer shall return all of the information and materials furnished to the Special Servicer pursuant to Section 3.10(c)
to the Servicer.


 






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(e)            
In making a Major Decision or in servicing the Mortgage Loan during the continuance of a Special Servicing Loan Event, the
Special Servicer shall provide to the Custodian originals of documents entered into in connection therewith that are required to
be included within the definition of “Mortgage File” for inclusion in the Mortgage File (to the extent such
documents are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including
correspondence with the Borrower, and the Special Servicer shall promptly provide copies of all of the foregoing to the Servicer
as well as copies of any analysis or internal review prepared by or for the benefit of the Special Servicer; provided that,
such materials shall not include any Privileged Information.


 


(f)            
During any period in which a Special Servicing Loan Event is continuing, not later than 4:00 p.m. (New York Time) on each
Determination Date, the Special Servicer shall deliver to the Servicer, to the extent not included in the CREFC®
Special Servicer Loan File, a written statement describing (i) the amount of all payments on account of interest received
on the Mortgage Loan, the amount of all payments on account of principal received on the Mortgage Loan, the amount of Insurance
Proceeds, Condemnation Proceeds and Net Liquidation Proceeds received, the amount of any Foreclosure Proceeds received with respect
to the Property, and the amount of net income or net loss, as determined from management of a trade or business on, the furnishing
or rendering of a non-customary service to the tenants of, or the receipt of any rental income that does not constitute Rents from
Real Property with respect to, the Foreclosed Property, in each case in accordance with Section 12.2 and (ii) such
additional information relating to the Mortgage Loan as the Servicer or Certificate Administrator reasonably requests to enable
it to perform its duties under this Agreement.


 


(g)           
[RESERVED]


 


(h)           
Notwithstanding the provisions of the preceding subsection (c), the Servicer shall maintain ongoing payment
records with respect to the Mortgage Loan and shall provide the Special Servicer with any information reasonably required by the
Special Servicer to perform its duties under this Agreement.


 


(i)             
Within sixty (60) days after a Special Servicing Loan Event occurs (the “Initial Delivery Date”), the
Special Servicer shall prepare a report (the “Asset Status Report”) for the Mortgage Loan and the Property to
and will be required to amend, update or create a new Asset Status Report to the extent that during the course of the resolution
of the Mortgage Loan material changes in the circumstances and/or strategy reflected in any current Final Asset Status Report are
necessary to reflect the then current circumstances and recommendation as to how the Specially Serviced Mortgage Loan might be
returned to performing status or otherwise liquidated in accordance with Accepted Servicing Practices (each such report a “Subsequent
Asset Status Report”). Each Final Asset Status Report will be required to be delivered in electronic form to the Servicer,
the Risk Retention Consultation Party, the Directing Holder (but only so long as no Consultation Termination Event has occurred),
the 17g-5 Information Provider in accordance with Section 8.14(b) (who shall promptly post it to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b)) and the Companion Loan Holders. Such Asset Status Report shall
set forth the following information (other than Privileged Information) to the extent reasonably determinable:


 






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(i)             
summary of the status of the Mortgage Loan and any negotiations with the Borrower;


 


(ii)            
a discussion of the legal and environmental considerations reasonably known at such time to the Special Servicer, consistent
with Accepted Servicing Practices, 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 and whether outside legal counsel has been retained;


 


(iii)           
the most current rent roll and income or operating statement available for the Property;


 


(iv)           
the Special Servicer’s recommendations on how the Mortgage Loan might be returned to performing status and returned
to the Servicer for regular servicing or otherwise realized upon;


 


(v)            
the appraised value of the Property together with the Appraisal or the assumptions used in the calculation thereof;


 


(vi)          
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 Mortgage
Loan Events of Default;


 


(vii)          
a description of any proposed amendment, modification or waiver of a material term of any ground lease;


 


(viii)         
a description of any proposed actions;


 


(ix)           
the alternative courses of action considered by the Special Servicer in connection with the proposed actions;


 


(x)            
the decision that the Special Servicer 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; and an analysis of whether or
not taking such action is reasonably likely to produce a greater recovery on a net 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 discount rate used) and all related assumptions;


 


(xi)           
a summary of the status of any action that was described in the most recent prior Asset Status Report and subsequently effected
by the Special Servicer, excluding any Privileged Information; and


 


(xii)          
such other information as the Special Servicer deems relevant in light of the proposed action and Accepted Servicing Practices.


 






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(j)             
The Special Servicer shall (x) deliver to the 17g-5 Information Provider (who shall post on the 17g-5 Information Provider’s
Website pursuant to Section 8.14(b)) the Final Asset Status Report, (y) deliver to the Certificate Administrator a
proposed notice to Certificateholders and the VRR Interest Owner that will include a summary of the Final Asset Status Report in
an electronic format, which format is reasonably acceptable to the Certificate Administrator (which will be a brief summary of
the current status of the Properties and current strategy with respect to the resolution and workout of the Mortgage Loan), and
the Certificate Administrator shall post such summary (but not the Final Asset Status Report itself) on the Certificate Administrator’s
Website pursuant to Section 8.14(b) and (z) implement the Final Asset Status Report in the form delivered to the 17g-5
Information Provider. Subject to the consent and consultation rights of the Directing Holder described in Section 3.10(i),
the Special Servicer may, from time to time, modify any Final Asset Status Report it has previously delivered. Upon such modification,
the Special Servicer shall prepare an updated summary and deliver the updated summary to the Certificate Administrator and deliver
the modified Final Asset Status Report to the 17g-5 Information Provider. The 17g-5 Information Provider and the Certificate Administrator
shall post such modified Final Asset Status Report on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b),
and the Certificate Administrator shall post such summary on the Certificate Administrator’s Website. In no event, however,
will the Special Servicer be required to deliver a summary of any interim or draft Asset Status Report.


 


Subject to Section
9.5(b), the Special Servicer shall consult with the Risk Retention Consultation Party on a non-binding basis (telephonically
or electronically) and propose alternative courses of action and provide other feedback in respect of any Asset Status Report.
The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with Accepted
Servicing Practices to take into account any input and/or recommendations of the Risk Retention Consultation Party, but is under
no obligation to follow any particular recommendation of the Risk Retention Consultation Party.


 


Subject to the last paragraph
of Section 9.3(a), prior to the occurrence and continuance of a Control Termination Event, if the Directing Holder does
not disapprove an Asset Status Report within ten (10) Business Days, in writing, the Special Servicer shall implement the recommended
action as outlined in the Asset Status Report. In addition, so long as no Control Termination Event has occurred or is continuing,
the Directing Holder may object to any Asset Status Report within ten (10) Business Days of receipt and provided that the Special
Servicer has not made the determination described below, the Special Servicer shall revise such Asset Status Report and deliver
a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Directing
Holder, the Servicer, the Trustee, the Certificate Administrator, the Companion Loan Holders and the 17g-5 Information Provider
(which shall promptly post such revised Asset Status Report on the 17g-5 Information Provider’s Website in accordance with
Section 8.14(b)). Prior to the occurrence and continuance of a Control Termination Event, the Special Servicer shall revise
such Asset Status Report as described above in Section 3.10(i) until the Directing Holder shall fail to disapprove such
revised Asset Status Report in writing within ten (10) Business Days of receiving such revised Asset Status Report, until the Directing
Holder’s approval is no longer required or until the Special Servicer makes the determination described below. Notwithstanding
the foregoing, the Special Servicer (A) may, following the occurrence of an extraordinary event with respect to the


 






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Property
or the Mortgage Loan, or if a failure to take any such action at such time would be inconsistent with Accepted Servicing Practices,
the Special Servicer may take any such actions with respect to the Property or the Mortgage Loan before the expiration of a ten
(10) Business Day period and (B) shall implement the recommended action as outlined in the Asset Status Report, in each case
if it makes a determination in accordance with Accepted Servicing Practices the objection is not in the best interest of all the
Certificateholders; provided, however, that, if the Directing Holder does not approve or is not deemed to have approved
an Asset Status Report within ninety (90) days from the first submission of an Asset Status Report, then the Special Servicer and
the Directing Holder shall use reasonable efforts to negotiate a mutually agreeable Asset Status Report during the next thirty
(30) days, and if they are unable to reach an agreement within such 30-day period, the Special Servicer shall take the action recommended
in its most recently submitted Asset Status Report; provided, further, that such Asset Status Report is not intended
to replace or satisfy any other specific consent or approval right that the Directing Holder may have pursuant to Section 9.3.


 


In connection with the
approval or consultation rights of the Directing Holder with respect to any Asset Status Report, if the Special Servicer determines
that any action recommended in an Asset Status Report is necessary to protect the Properties or the interests of the Certificateholders,
the Companion Loan Holder and the VRR Interest Owner from potential harm if such action is not taken, or if a failure to take any
such action at such time would be inconsistent with Accepted Servicing Practices, the Special Servicer may take actions with respect
to the Properties before the expiration of the 10 Business Day period if the Special Servicer reasonably determines in accordance
with Accepted Servicing Practices that failure to take such actions before the expiration of the 10 Business Day period would materially
adversely affect the interest of the Certificateholders, the Companion Loan Holders or the VRR Interest Owner, and the Special
Servicer has made a reasonable effort to contact the Directing Holder.


 


The Special Servicer
shall deliver to the Servicer, the Directing Holder (after the occurrence and during the continuance of a Control Termination Event
but so long as no Consultation Termination Event is continuing) and the 17g-5 Information Provider (which shall promptly post the
same to the 17g-5 Information Provider’s Website) a copy of each Final Asset Status Report, in each case with reasonable
promptness following the adoption thereof. The Special Servicer shall provide a summary of such report to the Certificate Administrator,
and the Certificate Administrator shall post such summary to its website. During the continuance of a Consultation Termination
Event, the Directing Holder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status
Report or otherwise consult with the Special Servicer with respect to any matter set forth therein.


 


After the occurrence
and during the continuance of a Control Termination Event but so long as no Consultation Termination Event has occurred, the Directing
Holder shall be entitled to consult with the Special Servicer (in person or remotely via electronic, telephonic or other mutually
agreeable communication) (on a non-binding basis) and propose alternative courses of action and provide other feedback in respect
of any Asset Status Report. After the occurrence of a Consultation Termination Event, the Directing Holder shall have no right
to consult with the Special Servicer with respect to the Asset Status Reports. The Special Servicer may choose to revise the Asset
Status Reports as it deems reasonably necessary in accordance with Accepted Servicing Practices to take into account any input
and/or recommendations of the


 






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Directing Holder, but is under no obligation to follow any particular recommendation of the Directing
Holder during the continuance of a Control Termination Event. The consent or consultation process with the Directing Holder and
any revisions to the Asset Status Report made by the Special Servicer in response to such consultation described in this Section
3.10(j) are collectively referred to as the “Directing Holder Asset Status Report Approval Process”.


 


Notwithstanding anything
herein to the contrary the Special Servicer shall have no right or obligation to consult with or to seek and/or obtain consent,
approval or direction from any Directing Holder prior to or after acting or making any determination (and provisions of this Agreement
requiring such consultation, consent or approval shall be of no effect) during the period following any resignation or removal
of a Directing Holder and before a replacement is selected and/or identified. In addition, notwithstanding anything herein to the
contrary, neither the Servicer nor the Special Servicer will be permitted to follow any objection, advice, direction or consultation
provided by the Directing Holder, the Risk Retention Consultation Party, the Controlling Class Certificateholders or any other
Person that would require or cause the Servicer or the Special Servicer, as applicable, to violate any applicable law, be inconsistent
with Accepted Servicing Practices, require or cause the Servicer or the Special Servicer, as applicable, to violate provisions
of this Agreement or the Co-Lender Agreement, require or cause the Servicer or the Special Servicer, as applicable, to violate
the terms of the Mortgage Loan Documents, the Co-Lender Agreement or the Intercreditor Agreement, expose the Trust, any Certificateholder,
the VRR Interest Owner or any party to this Agreement or their Affiliates, members, managers, officers, directors, employees or
agents to any claim, suit or liability, result in the imposition of a tax upon the Trust (other than a tax on net income from foreclosure
property) or result in an Adverse REMIC Event, or materially expand the scope of the Servicer’s, Special Servicer’s,
Trustee’s or Certificate Administrator’s responsibilities under this Agreement.


 


(k)           
The Servicer and the Special Servicer shall comply with applicable law, the Accepted Servicing Practices, this Agreement,
the Co-Lender Agreement and the Mortgage Loan Documents.


 


(l)             
During the continuance of a Special Servicing Loan Event, the Special Servicer shall have the authority to meet with the
Borrower and, subject to the rights of the Directing Holder (so long as no Consultation Termination Event is continuing) and take
any actions consistent with Section 3.24, Accepted Servicing Practices and the most recent Final Asset Status Report.


 


(m)           
Upon request of any Certificateholder (or any Beneficial Owner, if applicable), which shall have provided the Certificate
Administrator with an Investor Certification in the form of Exhibit K-1, the Certificate Administrator shall mail,
without charge, to the address specified in such request a copy of the most current Final Asset Status Report, only to the extent
the Certificate Administrator has the Final Asset Status Report.


 


(n)            
In addition, during the continuance of a Special Servicing Loan Event, not later than 4:00 p.m. (New York time) on each
Determination Date the Special Servicer shall prepare and deliver to the Servicer the CREFC® Special Servicer Loan
File with respect to the Mortgage Loan.


 






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(o)           
The Special Servicer shall be required to deliver to the Servicer such reports and other information as the Servicer needs
in its sole discretion (subject to Accepted Servicing Practices) to perform its obligations under this Agreement. In no event,
however, shall the Special Servicer be required to deliver a summary of any interim or draft Asset Status Report.


 


3.11.        
Maintenance of Insurance and Errors and Omissions and Fidelity Coverage. (a)  The Servicer, consistent
with Accepted Servicing Practices and the Mortgage Loan Documents, shall use efforts consistent with Accepted Servicing Practices
to cause to be maintained by the Borrower (or if the Borrower fails to maintain such insurance in accordance with the Mortgage
Loan Documents, the Servicer shall cause to be maintained to the extent such insurance is available at commercially reasonable
rates, and to the extent the Trustee, as mortgagee, has an insurable interest) insurance with respect to the Properties of the
types and in the amounts required to be maintained by the Borrower under the Mortgage Loan Documents and to monitor the Borrower’s
compliance with such insurance requirements; provided that the Servicer shall not grant an approval pursuant to Section 7.1.2 of
the Mortgage Loan Agreement of an insurance policy that does not meet the ratings requirements for insurers set forth in Section
7.1.2 of the Mortgage Loan Agreement. The cost of any such insurance maintained by the Servicer shall be advanced by the Servicer,
as a Property Protection Advance unless it would be a Nonrecoverable Advance. In making any determination related to an Acceptable
Insurance Default, the Servicer shall request that the Special Servicer make such a determination and the Servicer may conclusively
rely on the Special Servicer’s determination and the Special Servicer, to the extent consistent with Accepted Servicing Practices,
is entitled to rely on the opinion of an insurance consultant. Neither the Servicer nor the Special Servicer shall be required
to maintain, and shall not cause the Borrower to be in default with respect to the failure of the Borrower 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, on an annual basis, that such failure is an Acceptable Insurance Default. In making any determination related to an
Acceptable Insurance Default, the Servicer shall request that the Special Servicer make such a determination and the Servicer may
conclusively rely on the Special Servicer’s determination and the Special Servicer is entitled to rely on the opinion of
an insurance consultant. The cost of the insurance consultant’s opinion will be advanced by the Servicer. Neither the Servicer
nor the Special Servicer shall be required to obtain terrorism insurance pursuant to this Agreement to the extent the Borrower
would not be obligated to maintain terrorism insurance under the Mortgage Loan Documents as in effect on the date thereof.


 


(b)           
The Special Servicer, consistent with Accepted Servicing Practices and the Mortgage Loan Documents, shall cause to be maintained
such insurance (including environmental insurance) with respect to any Foreclosed Property as the Borrower is required to maintain
with respect to the Properties referred to in subsection (a) of this Section or, at the Special Servicer’s election,
coverage satisfying insurance requirements consistent with Accepted Servicing Practices; provided that the Special Servicer shall
not grant an approval pursuant to Section 7.1.2 of the Mortgage Loan Agreement of an insurance policy that does not meet the ratings
requirements for insurers set forth in Section 7.1.2 of the Mortgage Loan Agreement. The cost of any such insurance with respect
to an Foreclosed Property shall be payable out of amounts on deposit in the Foreclosed Property Account or shall be advanced by
the Servicer as a Property Protection Advance unless such Advance would be a Nonrecoverable Advance. Any


 






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such insurance (other
than terrorism insurance, which shall be maintained to the extent required under subsection (a)) that is required to
be maintained with respect to any Foreclosed Property shall only be so required to the extent such insurance is available at commercially
reasonable rates and the Trust has an insurable interest in any Foreclosed Property. If the Special Servicer requests the Servicer
to make a Property Protection Advance in respect of the premiums due in respect of such insurance, the Servicer shall, as soon
as practicable after receipt of such request, make such Property Protection Advance unless such Advance would be a Nonrecoverable
Advance, and if the Servicer does not make such Advance, the Trustee (within 5 Business Days of its receipt of notice of the Servicer’s
failure to make such Advance) shall make an Advance of the premiums to maintain such insurance; provided that, in each such
case, such obligations shall be subject to the provisions of this Agreement concerning Nonrecoverable Advances, the Trustee as
mortgagee of record having an insurable interest and the availability of such insurance at commercially reasonable rates.


 


(c)            
The Servicer or the Special Servicer, as applicable, may satisfy its obligations to cause insurance policies to be maintained
by maintaining a master force placed or blanket insurance policy insuring against losses on the Properties or Foreclosed Property,
as the case may be for which coverage is otherwise required to be maintained as set forth in the preceding subsections of this
Section 3.11. The incremental cost of such insurance allocable to the Properties or Foreclosed Property, if not borne
by the Borrower, shall be paid by the Servicer as a Property Protection Advance unless it would be a Nonrecoverable Advance. If
such master force placed or blanket insurance policy contains a deductible clause, the Servicer or the Special Servicer, as applicable,
shall be obligated to deposit in the Collection Account out of its own funds all sums that would have been deposited therein but
for such clause to the extent any such deductible exceeds the deductible limitation that pertained to the Mortgage Loan, or in
the absence of any such deductible limitation, the deductible limitation that is consistent with Accepted Servicing Practices.


 


(d)           
Each of the Servicer and the Special Servicer shall obtain and maintain at its own expense, and keep in full force and effect
throughout the term of this Agreement, a blanket fidelity bond and an “errors and omissions” insurance policy with
an insurance company with a claims-paying ability rating at least equal to (a) “A-” by S&P, (b) “A-”
by Fitch, (c) “A-” or its equivalent by KBRA, (d) “A-:VIII” by A.M. Best Company, Inc., (e) “A3”
by Moody’s or (f) “A (low)” by DBRS, Inc. (or such other rating as to which a Rating Agency Confirmation has
been obtained) covering the officers and employees of the Servicer or the Special Servicer, as applicable, in connection with its
activities under this Agreement. Each such insurance policy shall protect the Servicer or the Special Servicer, as applicable,
against losses resulting directly from forgery, theft, embezzlement, fraud, errors and omissions of such covered persons. Coverage
of the Servicer or the Special Servicer under a policy or bond obtained by an Affiliate thereof and providing the coverage required
by this Section 3.11(d) shall satisfy the requirements of this Section 3.11(d). The amount of coverage
shall at least be equal to the coverage that is required by the applicable governmental authorities having regulatory power over
the Servicer and Special Servicer. If no such coverage amounts are imposed by such regulatory authorities, the amount of coverage
shall be at least equal to the coverage that would be required by FNMA or FHLMC with respect to the Servicer or the Special Servicer,
as applicable, if the Servicer or the Special Servicer, as applicable, were servicing and administering the Mortgage Loan for FNMA
or FHLMC or as otherwise approved by FNMA or FHLMC. In the event that any such


 






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bond or policy ceases to be in effect, the Servicer
or the Special Servicer, as applicable, shall obtain a comparable replacement bond or policy. Each shall use reasonable efforts
to cause each and every sub-servicer, if any, to maintain a blanket fidelity bond and an errors and omissions insurance policy
meeting the requirements as described above. In lieu of the foregoing, but subject to this Section 3.11, the Servicer
and Special Servicer shall be entitled to self-insure with respect to such risks so long as the long term debt obligations or deposits
of the Servicer or the Special Servicer, as applicable (or its immediate or remote parent’s) long term unsecured debt or
deposit rating is no lower than “A-” by S&P.


 


(e)            
No provision of this Section requiring such fidelity bond and errors and omissions insurance shall diminish or relieve the
Servicer or the Special Servicer from its duties and obligations as set forth in this Agreement. The Certificate Administrator
shall be entitled to request, upon receipt of a written request from any Certificateholder or VRR Interest Owner, and the Servicer
and the Special Servicer shall each deliver or cause to be delivered to the Certificate Administrator, a certificate of insurance
from the surety and insurer certifying that such insurance is in full force and effect. The Certificate Administrator will make
any such certificate of insurance available to the requesting Certificateholder or VRR Interest Owner on a confidential basis.


 


3.12.        
Procedures with Respect to Defaulted Mortgage Loan; Realization upon the Property. (a)  Following, and
during the continuance of a Special Servicing Loan Event, the Special Servicer on behalf of the Trustee (with notification to and
consent of the Directing Holder prior to the occurrence and continuance of a Control Termination Event and upon consultation with
the Directing Holder after the occurrence and during the continuance of a Control Termination Event but so long as no Consultation
Termination Event has occurred) for the benefit of the Certificateholders, the VRR Interest Owner and the Companion Loan Holders,
subject to the terms of the Mortgage Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement, shall promptly pursue
the remedies set forth therein or such resolution that is otherwise available to the Special Servicer, each in accordance with
Accepted Servicing Practices, including foreclosure or other realization on the Properties and the other collateral for the Mortgage
Loan. In connection with any foreclosure, enforcement of the applicable Mortgage Loan Documents or other realization on the Collateral,
the Special Servicer shall direct the Servicer to, and the Servicer shall, pay the costs and expenses in any such proceedings as
a Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


 


(b)           
Such proposed acceleration of the Mortgage Loan and/or foreclosure on the Property shall be taken unless the Special Servicer
waives such Mortgage Loan Event of Default (or modifies or amends the Mortgage Loan to cure the Mortgage Loan Event of Default),
which the Special Servicer may do, subject to the rights of the Directing Holder (prior to a Consultation Termination Event) if
such modification, waiver or amendment is consistent with Accepted Servicing Practices and does not cause either the Lower-Tier
REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the REMIC Provisions or subject either such Trust REMIC to any
tax (other than a tax on “net income from foreclosure property” under Code Section 860G(c)).


 






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(c)            
In connection with such foreclosure as described in Section 3.12(a) or other realization on the Property, the
Special Servicer shall follow Accepted Servicing Practices; provided, however, that the Special Servicer shall not
be permitted to direct the Servicer, and neither the Special Servicer nor the Servicer shall be required, to expend its own funds
to restore the Property damaged by an Uninsured Cause unless the Servicer or the Special Servicer, as applicable, permitted the
related insurance policy to lapse in violation of its respective obligations hereunder. If the Servicer does expend its own funds
to restore the Property if damaged by an Uninsured Cause (which insurance policy did not lapse in violation of the Servicer’s
obligations), such expense shall be a Property Protection Advance. In connection with any foreclosure, enforcement of the Mortgage
Loan Documents or other realization on the Collateral, the Special Servicer shall direct the Servicer to, and the Servicer shall,
pay the costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer determines, in accordance
with Accepted Servicing Practices, that such Advance would constitute a Nonrecoverable Advance.


 


(d)           
In connection with any foreclosure or other acquisition, the Special Servicer shall request the Servicer to pay, and the
Servicer shall pay, the out of pocket costs and expenses in any such proceedings as a Property Protection Advance unless the Servicer
determines, in its sole discretion exercised in accordance with Accepted Servicing Practices, that such Advance would constitute
a Nonrecoverable Advance. The Servicer shall be entitled to reimbursement of Advances (with interest at the Advance Rate) made
pursuant to the preceding sentence in accordance with Section 3.23. Subject to Section 9.3(a), for so long as
a Control Termination Event is not continuing, while negotiating a workout with the Borrower, the Special Servicer shall pursue
any such appropriate remedial action to but not including actual foreclosure until such negotiations, in the judgment of the Special
Servicer and in accordance with Accepted Servicing Practices and subject to Section 9.3(a), are not reasonably likely to
produce a greater recovery on a net present value basis than foreclosure.


 


(e)            
Notwithstanding the foregoing, the Special Servicer may not foreclose on the Properties on behalf of the Trust Fund and
the Companion Loan Holders and thereby cause the Trust to be the beneficial owner of the Property, or take any other action with
respect to the Properties that would cause the Trustee, on behalf of the Trust Fund and the Companion Loan Holders, to be considered
to hold title to, to be a “mortgagee-in-possession” of, or to be an “owner” or “operator” of
the Properties within the meaning of CERCLA or any comparable law, unless, subject to the rights of the Directing Holder to consent
to and/or consult or the rights of the Risk Retention Consultation Party to consult in respect of such action, as applicable, the
Special Servicer has previously determined, based on a report prepared as a Trust Fund Expense by an independent Person who regularly
conducts site assessments for purchasers of comparable properties (a copy of such report to be provided to the Certificate Administrator,
the Companion Loan Holders and the Trustee by the Special Servicer), that (i) the Properties are in compliance with applicable
environmental laws or that taking the remedial actions necessary to comply with such laws is reasonably likely to produce a greater
recovery on a net present value basis than not taking such actions and (ii) there are no circumstances known to the Special
Servicer relating to the use of hazardous substances or petroleum-based materials that require investigation or remediation, or
that if such circumstances exist taking such remedial actions is reasonably likely to produce a greater recovery on a net present
value basis than not taking such actions. The Special Servicer shall deliver a copy of any such report to the 17g-5 Information
Provider in


 






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electronic format and the 17g-5 Information Provider shall make such report available to the Rating Agency and NRSROs
pursuant to Section 8.14(b). The Certificate Administrator shall post a copy of such report on the Certificate Administrator’s
Website promptly upon receipt.


 


If the Special Servicer
has so determined based on satisfaction of the criteria in this Section 3.12(e) that it would be in the best economic
interest (as determined in accordance with Accepted Servicing Practices) of the Certificateholders, the Companion Loan Holders
and the VRR Interest Owner as a collective whole as if they constituted a single lender (taking into account the relative subordination
of the Trust B Note) to institute a foreclosure or take any other actions described in the immediately preceding paragraph, pursuant
to the terms hereof and subject to the rights of (i) the Risk Retention Consultation Party to consult, and (ii) the Directing Holder
to consent to and/or consult in respect of such action, as applicable, pursuant to the terms hereof and subject to the rights of
the Mezzanine Lenders, if applicable, the Special Servicer shall take such proposed action. The Special Servicer shall not foreclose
upon or otherwise cause the Trust to acquire ownership of any Collateral other than the Properties unless it receives an Opinion
of Counsel (the cost of which shall be paid by the Servicer as a Property Protection Advance unless the Servicer determines that
such Property Protection Advance would constitute a Nonrecoverable Advance) to the effect that such acquisition will not cause
the imposition of a tax on the Upper-Tier REMIC or the Lower-Tier REMIC (other than a tax on “net income from foreclosure
property” under Code Section 860G(c)) under the REMIC Provisions or cause the Lower-Tier REMIC or Upper-Tier REMIC to
fail to qualify as a REMIC at any time that the Certificates or VRR Interest are outstanding.


 


The Special Servicer
shall direct the Servicer to, and the Servicer shall, advance the cost of any such compliance, containment, clean up or remediation
as a Property Protection Advance unless the Servicer determines that such Advance would constitute a Nonrecoverable Advance.


 


(f)            
The environmental site assessments contemplated by Section 3.12(e) shall be prepared by any Independent Person
who regularly conducts environmental site assessments for purchasers of comparable properties, as determined by the Servicer in
a manner consistent with Accepted Servicing Practices. The cost of each such environmental site assessment shall qualify as a Property
Protection Advance and shall be advanced by the Servicer unless the Servicer determines that such Advance would constitute a Nonrecoverable
Advance.


 


(g)           
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire and hold for the benefit of
the Trust Fund any personal property (including any non-real property Collateral) pursuant to this Section 3.12 unless:


 


(i)             
such personal property is incidental to real property (within the meaning of Section 856(e)(1) of the Code) so acquired
by the Special Servicer; or


 


(ii)            
the Special Servicer shall have obtained an Opinion of Counsel (the cost of which shall be paid by the Servicer as a Property
Protection Advance unless the Servicer determines that such Property Protection Advance would constitute a Nonrecoverable Advance)
to the effect that the holding of such personal property by the Trust Fund will not cause an Adverse REMIC Event at any time that
any Uncertificated


 






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Lower-Tier Interest, Certificate or VRR Interest is outstanding (and such Opinion of Counsel may be premised
on the designation hereby of any such personal property as being deemed part of an “outside reserve fund” (within the
meaning of Treasury Regulations Section 1.860G-2(h)) with the owner of such personal property for federal income tax purposes
to be designated at such time).


 


(h)           
Notwithstanding any acquisition of title to the Properties following a Mortgage Loan Event of Default and cancellation of
the Mortgage Loan, the Trust Loan and each Companion Loan shall be deemed to remain outstanding and, in the case of the Trust Loan,
held in the Trust (for the benefit of the Certificateholders), and in the case of the Companion Loans, held by the Companion Loan
Holders, for purposes of the application of collections and shall be reduced only by collections net of expenses. For purposes
of all calculations hereunder, so long as the Trust Loan and each Companion Loan shall be deemed to remain outstanding, (i) it
shall be assumed that the unpaid principal balance of the Trust Loan and each Companion Loan immediately after any discharge is
equal to the unpaid principal balance of the Trust Loan and such Companion Loan immediately prior to such discharge and (ii) Foreclosure
Proceeds shall be applied as provided in Section 1.3(b) and the Co-Lender Agreement.


 


3.13.        
Custodian and Trustee to Cooperate; Release of Items in Mortgage File. From time to time and as appropriate for the
servicing of the Mortgage Loan or foreclosure of or realization on the Property, the Custodian shall, upon request of the Servicer
or the Special Servicer and delivery to the Custodian of a request for release in the form of Exhibit B hereto, release
or cause to be released any items from the Mortgage File to the Servicer or the Special Servicer, as the case may be, within the
lesser of (i) seven (7) calendar days and (ii) five (5) Business Days of its receipt of the related request for release
and the Trustee shall execute such documents furnished to it as shall be necessary to the prosecution of any such proceedings.
Such request for release shall obligate the Servicer or the Special Servicer to (and the Servicer or the Special Servicer, as applicable,
shall) return such items to the Custodian when the need therefor by the Servicer or the Special Servicer no longer exists.


 


3.14.        
Title and Management of Foreclosed Property. (a)  In the event that title to the Property is acquired for
the benefit of the Certificateholders, the VRR Interest Owner and the Companion Loan Holders in foreclosure or by deed-in-lieu
of foreclosure or otherwise, the deed, certificate of sale or other comparable document shall be taken in the name of the Trustee,
as trustee for the Certificateholders and the VRR Interest Owner, or its nominee (which shall not include the Special Servicer),
on behalf of the Trust Fund and the Companion Loan Holders or as otherwise contemplated pursuant to Section 8.10. Title
may be taken in the name of a limited liability company wholly-owned by the Trust and which is managed by the Special Servicer
(the costs of which shall be advanced by the Servicer, provided that such Advance would not be a Nonrecoverable Advance).
Promptly after such acquisition of title, the Special Servicer shall consult with counsel to determine when an Acquisition Date
shall be deemed to occur under the REMIC Provisions with respect to the Property, the expense of such consultation being treated
as a reimbursable expense of the Special Servicer related to the foreclosure. The Special Servicer, on behalf of the Trust Fund
and the Companion Loan Holders, shall dispose of the Foreclosed Property held by the Trust Fund as expeditiously as appropriate
in accordance with Accepted Servicing Practices, but in any event within the time period, and subject to the conditions, set forth
in Sections 3.15 and 12.2. Subject to Sections 12.2 and 3.14(d), the Special Servicer shall


 






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hire on
behalf of the Trust Fund and the Companion Loan Holders a Successor Manager to manage, conserve, protect and operate the Foreclosed
Property for the Certificateholders, the VRR Interest Owner and the Companion Loan Holders solely for the purpose of its prompt
disposition and sale. In connection with such management and subject to Section 3.4(c)(vi), the Successor Manager shall
be entitled to the REO Management Fee solely from the Foreclosed Property Account or the Collection Account pursuant to Section
3.4(c)(vi).


 


(b)           
The Special Servicer shall segregate and hold all funds collected and received in connection with the operation of the Foreclosed
Property separate and apart from its own funds and general assets and shall establish and maintain with respect to the Foreclosed
Property the Foreclosed Property Account in the name of the Special Servicer on behalf of the Trustee pursuant to Section 3.6.


 


(c)            
The Special Servicer shall have full power and authority, subject to Accepted Servicing Practices and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with the Foreclosed Property for the benefit of the
Trust Fund and the Companion Loan Holders as a collective whole (taking into account the relative subordination of the Trust B
Note) on such terms as are appropriate and necessary for the efficient liquidation of the Foreclosed Property, so long as the Special
Servicer deems such actions to be consistent with Accepted Servicing Practices.


 


The Special Servicer
shall deposit or cause to be deposited on a daily basis in the Foreclosed Property Account all revenues received with respect to
the Foreclosed Property, and the Special Servicer shall cause to be withdrawn therefrom funds necessary for the proper operation,
management and maintenance of the Foreclosed Property and for other expenses related to the preservation and protection of the
Foreclosed Property, including, but not limited to:


 


(i)            
 all insurance premiums due and payable in respect of the Foreclosed Property;


 


(ii)            
all taxes, assessments, charges or other similar items in respect of the Foreclosed Property that could result or have resulted
in the imposition of a lien thereon; and


 


(iii)            all costs and expenses necessary to preserve the Foreclosed Property, including the payment of ground rent, if any.


 


To the extent that amounts
on deposit in the Foreclosed Property Account are insufficient for the purposes set forth in clauses (i) through (iii)
above (and all similar amounts or expenses), the Special Servicer shall direct the Servicer to, and the Servicer shall, make a
Property Protection Advance unless the Servicer determines, in accordance with Accepted Servicing Practices, that such Advance
would constitute a Nonrecoverable Advance.


 


(d)           
The Special Servicer, in the name of the Trust Fund, shall (subject to Section 3.14(a)) contract with any Successor
Manager for the operation and management of the Foreclosed Property; provided that no such contract shall impose individual
liability on the Trustee or the Trust; provided, further, that:


 






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(i)             
the terms and conditions of any such contract shall not be inconsistent herewith;


 


(ii)            
any such contract shall require, or shall be administered to require, that the Successor Manager (A) request that the
Special Servicer pay from the Foreclosed Property Account all costs and expenses incurred in connection with the operation and
management of the Foreclosed Property, and (B) remit all related revenues (net of such costs and expenses) to the Special
Servicer, as soon as practicable but in no event later than the Business Day immediately following receipt, for deposit into the
Foreclosed Property Account;


 


(iii)           
none of the provisions of this Section 3.14 relating to any such contract or to actions taken through any such
Successor Manager shall be deemed to relieve the Special Servicer of any of its ordinary and regularly recurring duties and obligations
to the Trust Fund on behalf of the Certificateholders, the Companion Loan Holders and the VRR Interest Owner with respect to the
operation and management of the Foreclosed Property; and


 


(iv)          
the Successor Manager shall be permitted to perform construction (including renovations) on the Foreclosed Property only
if the construction was more than ten percent (10%) complete at the time default on the Mortgage Loan became imminent.


 


The Special Servicer
shall be entitled, and to the extent required by the REMIC Provisions, shall be required, to enter into an 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; however,
the retention of any Independent Contractor will not relieve the Special Servicer of its obligations with respect to the Foreclosed
Property. All REO Management Fees shall be a Trust Fund Expense payable from the Foreclosed Property Account or subject to reimbursement
pursuant to Section 3.4(c)(vi). The Special Servicer agrees to monitor the performance of the Successor Manager and
to enforce the obligations of the Successor Manager on behalf of the Trust, the Companion Loan Holders and the VRR Interest Owner.
Expenses incurred by the Special Servicer in connection herewith shall qualify as Property Protection Advances.


 


(e)            
On or before the last day of each Collection Period, the Special Servicer shall withdraw from the Foreclosed Property Account
and deposit into the Collection Account the proceeds and collections received or collected since the preceding Remittance Date
through the Business Day prior to the Remittance Date on or with respect to the Foreclosed Property (including any funds no longer
needed in any reserves established as provided below), net of expenses paid therefrom and amounts reasonably expected to be needed
to fund any reserves deemed necessary for the operation, preservation and protection of the Foreclosed Property in the event that
the Foreclosed Property is a real property, including without limitation, the creation of reasonable reserves for working capital,
repairs, replacements and necessary capital improvements and other related expenses.


 






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3.15.        
Sale of the Foreclosed Property. (a)  The Special Servicer, on behalf of the Trust Fund and the Companion Loan
Holders, shall sell the Foreclosed Property as expeditiously as appropriate in accordance with Accepted Servicing Practices in
a manner designed to preserve the capital of the Certificateholders, the Companion Loan Holders and the VRR Interest Owner as a
collective whole as if they constituted a single lender (taking into account the relative subordination of the Trust B Note) and
not with a view to the maximization of profit, but in no event later than the time period set forth in Section 12.2
in a manner provided under this Section 3.15.


 


(b)           
If the Special Servicer or an Affiliate acquires any Foreclosed Property in the name of and on behalf of the Trust and the
Companion Loan Holders, the Special Servicer shall be empowered, subject to the Code and to the specific requirements and prohibitions
of this Agreement, to do any and all things in connection with the management and operation of the Foreclosed Property in accordance
with Accepted Servicing Practices, all on such terms as the Special Servicer deems to be in the best interest of all the Certificateholders,
the Companion Loan Holders and the VRR Interest Owner as a collective whole, as if such Certificateholders, Companion Loan Holders
and the VRR Interest Owner constituted a single lender (taking into account the relative subordination of the Trust B Note) and
consistent with the REMIC Provisions of the Code.


 


(c)            
Subject to the consent and consultation rights of the Directing Holder, as applicable, the Special Servicer may accept the
highest cash offer for any Foreclosed Property received from any Person. In no event may such offer be less than an amount at least
equal to the Mortgage Loan Purchase Price for the Foreclosed Property. In the absence of any such offer, the Special Servicer shall
accept the highest cash offer that it determines is a fair price for the Foreclosed Property. In determining whether any offer
from a Person other than an Interested Person constitutes a fair price for the Foreclosed Property, the Special Servicer is required
to 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 nine months), among other factors, the period and amount of the occupancy level and
physical condition of the Property and the state of the local economy. If the highest offeror is an Interested Person, the Trustee
shall determine the fairness of the highest offer based upon such Appraisal or, if no Appraisal has been obtained within the last
nine (9) months, based on an Appraisal obtained by the Trustee. In addition, the Trustee may (at its option at the expense of the
Interested Person or as a Trust Fund Expense) designate an Independent Appraiser that is an expert in real estate or commercial
mortgage loan matters with at least five (5) years’ experience in valuing or investing in loans secured by properties similar
to any Foreclosed Property, and such Independent Appraiser shall be selected with reasonable care by the Trustee for the purpose
of determining whether such cash offer constitutes a fair price for any Foreclosed Property. If the Trustee designates such an
Independent Appraiser to make such determination, the Trustee shall be entitled to rely conclusively upon such Independent Appraiser’s
determination. Any such determination of a fair price of any Foreclosed Property by the Trustee shall be binding on all parties.
The reasonable costs of all such Appraisals, property condition assessments, inspection reports and broker opinions of value incurred
by the Trustee or any such third party pursuant to Section 3.15(c) shall be covered by, and shall be reimbursable by, the
Interested Person, and if such fees or costs are not reimbursed by such Interested Person, such expense shall be reimbursable as
a Trust Fund Expense; provided that the Trustee shall not engage a third party expert whose fees


 






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exceed a commercially reasonable
amount as determined by the Trustee. However, subject to the consent rights of the Directing Holder after the occurrence and continuance
of a Control Termination Event, the Special Servicer shall not be obligated to accept the higher cash offer if the Special Servicer
determines, in accordance with the Accepted Servicing Practices, that rejection of such offer would be in the best interests of
the Certificateholders, the VRR Interest Owner and the Companion Loan Holders (as a collective whole as if they constituted a single
lender (taking into account the relative subordination of the Trust B Note)), and the Special Servicer may accept a lower cash
offer (from any Person other than itself or an Affiliate) if it determines, in accordance with Accepted Servicing Practices, that
acceptance of such offer would be in the best interests of the Certificateholders, Companion Loan Holders and the VRR Interest
Owner (as a collective whole as if such Certificateholders, Companion Loan Holders and the VRR Interest Owner constituted one lender).
For avoidance of doubt, subject to the restrictions placed upon it as an Interested Person, the Directing Holder may submit bids
on any Foreclosed Property in the same manner and at the same time and place as any other bidder. Neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Foreclosed Property.


 


(d)           
Subject to the provisions of Section 3.14, the Special Servicer shall act on behalf of the Trust Fund, the Companion
Loan Holders and the VRR Interest Owner in negotiating and taking any other action necessary or appropriate in connection with
the sale of the Foreclosed Property, including the collection of all amounts payable in connection therewith. Any sale of the Foreclosed
Property shall be without recourse to the Trustee, the Depositor, the Certificate Administrator, the Servicer, the Special Servicer,
the Trust or the Certificateholders, the VRR Interest Owner and the Companion Loan Holders (except that any contract of sale and
assignment and conveyance documents may contain customary warranties, so long as the only recourse for breach thereof is to the
Trust) and if consummated in accordance with the terms of this Agreement, none of the Trustee, the Depositor, the Certificate Administrator
or the Special Servicer shall have any liability to any Certificateholder or VRR Interest Owner with respect to the purchase price
thereof accepted by the Special Servicer or the Trustee.


 


(e)            
The proceeds of any sale effected pursuant to this Section 3.15, after deduction of the expenses incurred in
connection therewith, shall be deposited in the Collection Account in accordance with Section 3.4(a).


 


(f)            
Within 30 days of the sale of the Foreclosed Property, if not previously included in a CREFC® Report provided
by the Servicer or the Special Servicer, the Special Servicer shall provide to the Servicer, the Trustee, the Companion Loan Holders
and the Certificate Administrator a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Foreclosed Property was acquired in foreclosure or by deed-in-lieu of foreclosure or otherwise, (ii) the date of
disposition of the Foreclosed Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued
interest with respect to the outstanding balance of the Mortgage Loan immediately prior to the acquisition of the Foreclosed Property,
calculated from the date of acquisition to the disposition date, and (v) such other information as the Trustee, the Companion
Loan Holders or Certificate Administrator may reasonably request.


 






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(g)           
If the Mortgage Loan is a Specially Serviced Mortgage Loan or the Property is a Foreclosed Property, the Special Servicer
shall prepare and file on a timely basis the reports of foreclosures and abandonments of such Property required by Section 6050J
of the Code and the reports of discharges of indebtedness income in respect of the Trust Loan and each Companion Loan required
by Section 6050P of the Code.


 


(h)           
The Special Servicer shall deliver to the Servicer such reports and other information as the Servicer needs in its sole
discretion (subject to Accepted Servicing Practices) to perform its obligations under this Agreement.


 


3.16.        
Sale of the Mortgage Loan.


 


(a)            
(i) Within sixty (60) days after the occurrence of a Special Servicing Loan Event and receipt of notice thereof by the Special
Servicer, the Special Servicer shall order an Appraisal (which shall not be required to be received within that 60-day period),
the cost of which will be a Trust Fund Expense. The Servicer shall promptly notify in writing the Special Servicer, the Trustee,
the Certificate Administrator, the Companion Loan Holders and the Directing Holder (prior to the occurrence and continuance of
a Consultation Termination Event) of the occurrence of such Special Servicing Loan Event. Upon delivery by the Servicer of the
notice described in the preceding sentence, subject to the right of the Mezzanine Lenders to purchase the Mortgage Loan pursuant
to the Intercreditor Agreement, the Special Servicer may offer to sell to any Person the Mortgage Loan or may offer to purchase
the Mortgage Loan, if and when the Special Servicer determines, consistent with Accepted Servicing Practices, that no satisfactory
arrangements can be made for collection of delinquent payments on the Mortgage Loan and such sale would be in the best economic
interests of the Certificateholders, the Companion Loan Holders and the VRR Interest Owner as a collective whole as if they constituted
a single lender (taking into account the relative subordination of the Trust B Note) on a net present value basis. The Special
Servicer shall give the Trustee, the Companion Loan Holders, the Certificate Administrator and the Directing Holder (prior to the
occurrence of a Consultation Termination Event) not less than five (5) Business Days’ (and with regard to the Companion Loan
Holders, fifteen (15) Business Days’) prior written notice of its intention to sell the Mortgage Loan, in which case the
Special Servicer shall accept the highest offer received from any Person, other than any Interested Person, for the Mortgage Loan
so long as such offer is at least equal to the Mortgage Loan Purchase Price. At the Special Servicer’s option, if it has
received no offer at least equal to the Mortgage Loan Purchase Price for the Mortgage Loan, an Interested Person (other than any
Borrower Affiliate) may purchase the Mortgage Loan at the Mortgage Loan Purchase Price. Any Companion Loan is to be sold together
with the Trust Loan, subject to this Section 3.16 and any additional requirements set forth in the Co-Lender Agreement
(including, without limitation, Section 5 of the Co-Lender Agreement).


 


(ii)            
In the absence of any such offer and purchase at least equal to the Mortgage Loan Purchase Price, the Special Servicer shall
accept the highest offer received from any Person that is determined by the Special Servicer to be a fair price for the Mortgage
Loan. In determining whether any offer from a Person other than an Interested Person constitutes a fair price for any defaulted
Mortgage Loan, the Special Servicer shall take into account (in addition to the results of any appraisal, updated appraisal or
narrative appraisal that it may have obtained pursuant to this Agreement


 






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within the prior nine months), among other factors, the
period and amount of the occupancy levels and physical conditions of the Property and the state of the local economy. However,
if the highest offeror is the Depositor, the Servicer, the Special Servicer, the Certificate Administrator, the Directing Holder
(or any of its Affiliates), any Certificateholder, any Borrower Affiliate, any independent contractor engaged by the Special Servicer,
an Other Depositor, the master servicer, the special servicer (or any independent contractor engaged by such special servicer)
or the trustee for an Other Securitization Trust, a Companion Loan Holders, a holder of any interest in a Mezzanine Loan (except
to the extent described below) or any known Affiliate of any of them (any such Person, an “Interested Person”),
then the Trustee (based upon, among other things, the Appraisal ordered by the Special Servicer after a Special Servicing Loan
Event pursuant to the preceding paragraph, and copied or otherwise delivered to the Trustee and any other information reasonably
requested by the Trustee) shall determine if the highest offer is a fair price and such determination shall be binding upon all
parties; provided that no offer from an Interested Person shall constitute a fair price unless (A) it is the highest offer
received and (B) if such offer is less than the applicable Mortgage Loan Purchase Price, at least two other offers are received
from independent third parties. If the Trustee is required to determine whether a cash offer by an Interested Person constitutes
a fair price, the Trustee may (at its option and at the expense of the Interested Person or as a Trust Fund Expense, as described
below) designate an Independent Appraiser that is an expert in real estate or commercial mortgage loan matters with at least five
(5) years’ experience in valuing or investing in loans similar to the Mortgage Loan, and such Independent Appraiser shall
be selected with reasonable care by the Trustee for the purpose of determining whether such cash offer constitutes a fair price
for the Mortgage Loan. If the Trustee designates such an Independent Appraiser to make such determination, the Trustee shall be
entitled to rely conclusively upon such Independent Appraiser’s determination. Any such determination of a fair price of
the Mortgage Loan by the Trustee shall be binding on all parties. The reasonable costs of all such Appraisals, property condition
assessments and broker opinions of value incurred by, the Trustee or any such third party pursuant to this paragraph shall be covered
by, and shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed by such Interested Person,
such expense shall be reimbursable as a Trust Fund Expense; provided that the Trustee shall not engage a third party expert
whose fees exceed a commercially reasonable amount as determined by the Trustee. Subject to the restrictions placed upon it as
an Interested Person, the Directing Holder may submit bids on the defaulted Mortgage Loan in the same manner and at the same time
and place as any other bidder. Neither the Trustee, in its individual capacity, nor any of its Affiliates may make an offer for
or purchase the Mortgage Loan.


 


(iii)           
Notwithstanding anything contained in the preceding paragraph to the contrary, if an Interested Person offers to purchase
the Mortgage Loan and the Trustee is required to determine whether a cash offer by an Interested Person constitutes a fair price,
the Trustee may (at its option and at the expense of the Interested Person or as a Trust Fund Expense, as described below) 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 loans similar to the Mortgage Loan, that has been selected with reasonable care by the Trustee to determine
if such cash offer constitutes a fair price for


 






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the Mortgage Loan. If the Trustee designates such a third party to make such determination,
the Trustee shall be entitled to rely conclusively upon such third party’s determination. The reasonable fees of, and the
costs of all Appraisals, inspection reports and broker opinions of value incurred by, the Trustee or any such third party pursuant
to this paragraph shall be covered by, and shall be reimbursable by, the Interested Person, and if such fees or costs are not reimbursed
by such Interested Person, such expense shall be reimbursable as a Trust Fund Expense; provided that the Trustee shall not
engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee.


 


(iv)           
The Special Servicer shall not be obligated to accept the highest offer if the Special Servicer determines, in accordance
with Accepted Servicing Practices, that rejection of such offer would be in the best interests of the Certificateholders, the Companion
Loan Holders and the VRR Interest Owner (as a collective whole as if such Certificateholders, Companion Loan Holders and the VRR
Interest Owner constituted one lender). In addition, the Special Servicer may accept a lower offer if it determines, in accordance
with Accepted Servicing Practices, that the acceptance of such offer would be in the best interests of the Certificateholders,
the Companion Loan Holders and the VRR Interest Owner as collective whole as if such Certificateholders, Companion Loan Holders
and the VRR Interest Owner constituted a single lender (taking into account the relative subordination of the Trust B Note) (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 in other respects), provided that the offeror is not the Special
Servicer or a Person that is an Affiliate of the Special Servicer. The Special Servicer shall use efforts consistent with Accepted
Servicing Practices to sell the Mortgage Loan prior to the Rated Final Distribution Date. In addition to the foregoing, the sale
by the Special Servicer of the Trust Loan is subject to the rights of the Mezzanine Lenders to exercise their options to purchase
the Mortgage Loan following a default as described under the Intercreditor Agreement (and such purchase price is subject to the
terms of the Intercreditor Agreement).


 


(v)            
Unless and until the Mortgage Loan is sold pursuant to this Section 3.16(a), the Special Servicer shall pursue
such other resolution strategies with respect to the Mortgage Loan, including, without limitation, workout and foreclosure, as
the Special Servicer may deem appropriate, consistent with the Asset Status Report, Accepted Servicing Practices, any intercreditor
agreement and the REMIC Provisions.


 


(b)           
Prior to the occurrence and continuance of a Control Termination Event, any sale of the Mortgage Loan shall be subject to
the Directing Holder’s consent rights, as described in Section 9.3(a) herein, and after the occurrence and continuance
of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, any sale of the Mortgage Loan shall
be subject to the consultation rights of the Directing Holder as described in Section 9.3 herein.


 


(c)            
The right of the Special Servicer to purchase or sell the Mortgage Loan after the occurrence of a Special Servicing Loan
Event shall terminate, and shall not be exercisable as set forth in clause (a) above (or if exercised but the purchase of
the Mortgage


 






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Loan has not yet occurred, the Special Servicer’s right shall terminate and such exercise shall be of no further
force or effect) if the Mortgage Loan is no longer delinquent as a result of any of the following: (i) the Special Servicing Loan
Event has ceased pursuant to the terms of this Agreement, (ii) the Mortgage Loan has become subject to a fully executed agreement
reflecting the terms of the workout arrangement, (iii) the Mortgage Loan has otherwise been resolved (including by a full or discounted
pay-off) or (iv) a Mezzanine Lender has exercised its Purchase Option for the Mortgage Loan under the Intercreditor Agreement.


 


(d)           
Any sale of the Mortgage Loan shall be for cash only, and shall be in accordance with and subject to the provisions of the
Co-Lender Agreement.


 


(e)            
Notwithstanding anything to the contrary in this Section 3.16, the Special Servicer shall not sell the Mortgage
Loan pursuant to Section 3.16(a) without the written consent of each Companion Loan Holder (provided that such consent
is not required from any Companion Loan Holder that is Borrower or an Affiliate of the Borrower) unless the Special Servicer has
delivered to the Companion Loan Holders: (a) at least 15 Business Days prior written notice of any decision to attempt to
sell the Mortgage Loan; (b) at least 10 days prior to the permitted sale date, a copy of each bid package (together with any
material amendments to such bid packages) received by the Special Servicer in connection with any such proposed sale; (c) at
least 10 days prior to the proposed sale date, a copy of the most recent appraisal for the Mortgage Loan, and any documents in
the Mortgage File reasonably requested by such Companion Loan Holder that are material to the price of the Mortgage Loan; 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 Servicer or the Special Servicer in connection with the proposed sale; provided, that such Companion Loan Holder
may waive any of the delivery or timing requirements set forth in this sentence. The Companion Loan Holders will be permitted to
make offers to purchase, and any such party is permitted to be the purchaser at any sale of, the Mortgage Loan unless such party
is the Borrower or an Affiliate of the Borrower.


 


3.17.        
Servicing Compensation.


 


(a)            
The Servicer shall be entitled to receive the Servicing Fee with respect to the Trust Loan, the Companion Loans and any
Foreclosed Property payable monthly from the Collection Account from payments of interest on the Trust Loan or the Companion Loans
or otherwise in accordance with and subject to Section 3.4(c)(iii); provided that if such collections on the
Trust Loan and Companion Loan are not sufficient to pay all accrued and unpaid Servicing Fees on the Mortgage Loan upon the final
liquidation of the Mortgage Loan, any accrued but unpaid Servicing Fees will be payable out of other amounts on deposit with respect
to the Mortgage Loan in accordance with Section 3.4(c)(xi). The Servicer shall be entitled to retain as compensation any
late payment charges and certain other customary charges and fees to the extent described below, as well as reimbursement for all
other costs or expenses incurred by it in performing its duties hereunder other than: (i) fees of any sub-servicer and the
expenses of any sub-servicer that would not be reimbursable to Servicer if such expenses were incurred by the Servicer; (ii) the
cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (iii) overhead expenses
of the Servicer including but not limited to those which


 






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may properly be allocable under the Servicer’s accounting system
or otherwise to the Servicer’s activities under this Agreement or the income derived by it hereunder including the costs
to the Servicer associated with employees of the Servicer performing services in connection with the obligations of the Servicer
hereunder; and (iv) costs and expenses arising from the negligence, bad faith or willful misconduct of the Servicer (the “Servicer
Customary Expenses”).


 


(b)           
In addition, the Servicer shall be entitled to the following items as additional servicing compensation, to the extent that
such items are actually collected on the Mortgage Loan: (i) (x) so long as the Mortgage Loan is not a Specially Serviced Mortgage
Loan, 50% of the Modification Fees (actually collected during the related Collection Period and paid in connection with a consent,
approval or other action that the Servicer is not permitted to grant or take in the absence of the consent or approval (or deemed
consent or approval) of the Special Servicer under this Agreement and (y) so long as the Mortgage Loan is not a Specially Serviced
Mortgage Loan, 100% of the Modification Fees actually collected during the related Collection Period and paid in connection with
a consent, approval or other action that the Servicer is permitted to grant or take in the absence of the consent or approval (or
deemed consent or approval) of the Special Servicer under this Agreement; (ii) so long as the Mortgage Loan is not a Specially
Serviced Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period in connection with a consent, approval
or other action that the Servicer is permitted to grant or take in the absence of the consent or approval (or deemed consent or
approval) of the Special Servicer under this Agreement and 50% of Assumption Fees collected during the related Collection Period
in connection with a consent, approval or other action that the Servicer is not permitted to grant or take in the absence of the
consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) so long as the Mortgage
Loan is not a Specially Serviced Mortgage Loan, 100% of Assumption Application Fees collected during the related Collection Period;
(iv) so long as the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent
that involves no modification, waiver or amendment of the terms of the Mortgage Loan and is paid in connection with a consent the
Servicer is permitted to grant in the absence of the consent or approval (or deemed consent or approval) of the Special Servicer
under this Agreement and 50% of consent fees in connection with a consent that involves no modification, waiver or amendment of
the terms of the Mortgage Loan and is paid in connection with a consent that the Servicer is not permitted to grant or take in
the absence of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (v) any and
all amounts collected for checks returned for insufficient funds; (vi) all or a portion of charges for beneficiary statements or
demands actually paid by the Borrower; (vii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 100% of review and
other loan processing fees actually paid by the Borrower; (viii) interest or other income earned on deposits in the Collection
Account or other accounts maintained by the Servicer (but only to the extent of the net investment earnings, if any, with respect
to any such account for each Collection Period and, further, in the case of a servicing account or Reserve Account, only to the
extent such interest or other income is not required to be paid to the Borrower under applicable law or under the Mortgage Loan
Documents); (ix) 100% of late payment charges and net Default Interest collected when the Mortgage Loan is not a Specially Serviced
Mortgage Loan to the extent not applied to pay other amounts in accordance with Section 3.4(c) and (x) 100% of defeasance
fees. KeyBank National Association shall have the right to transfer, sell, pledge or otherwise assign its interest in a portion
of the Servicing Fee equal to the Servicing Fee Rate minus 0.00125% per annum subject to certain limitations as set


 






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forth
herein; provided that if in the event of a Servicer Termination Event the Trustee is unable to engage a successor
servicer, the rights to such portion of the Servicing Fee will be reduced to amount necessary pursuant to this Agreement such that
the remaining Servicing Fee is sufficient to engage a successor servicer.


 


(c)            
If a Special Servicing Loan Event occurs and is continuing, the Special Servicer shall be entitled to receive a Special
Servicing Fee with respect to the Mortgage Loan for so long as such Special Servicing Loan Event continues. The Special Servicer
shall also be entitled to retain as compensation any late payment charges and certain other customary charges and fees to the extent
described below, as well as reimbursement for all other costs or expenses incurred by it in performing its duties hereunder other
than: (i) the cost of any fidelity bond or errors and omissions policy required by Section 3.11(d); (ii) overhead
expenses of the Special Servicer including but not limited to those which may properly be allocable under the Special Servicer’s
accounting system or otherwise to the Special Servicer’s activities under this Agreement or the income derived by it hereunder
including the costs to the Special Servicer associated with employees of the Special Servicer performing services in connection
with the obligations of the Special Servicer hereunder; and (iii) costs and expenses arising from the negligence, bad faith
or willful misconduct of the Special Servicer (the “Special Servicer Customary Expenses”). If a Special Servicing
Loan Event is terminated following resolution of such Special Servicing Loan Event by a written agreement with the Borrower negotiated
by the Special Servicer, the Special Servicer shall be entitled to receive the Work-out Fee on all payments of principal
and interest made on the Mortgage Loan following such written agreement for so long as another Special Servicing Loan Event does
not occur. If the Special Servicer is terminated (other than for cause) or resigns after such written agreement is entered into
and before or after the Special Servicing Loan Event is terminated, it shall retain the right to receive any and all Work-out Fees
on all payments of principal and interest made on the Mortgage Loan following such written agreement (negotiated by such Special
Servicer prior to its termination or resignation) for so long as another Special Servicing Loan Event does not occur. In addition,
the Special Servicer shall be entitled to receive a Liquidation Fee with respect to each Liquidated Property or the liquidation
of the Specially Serviced Mortgage Loan as to which the Special Servicer receives Liquidation Proceeds, except that no Liquidation
Fee shall be payable (a) in connection with any repurchase of the Trust Loan (or any allocable portion thereof) by the Trust Loan
Seller pursuant to the Trust Loan Purchase Agreement (so long as such repurchase occurs prior to the expiration of the Initial
Resolution Period or Extended Resolution Period (if applicable)) or (b) in connection with the sale of the Trust Loan by the Special
Servicer to the Servicer, the Special Servicer or Directing Holder or any Affiliate of the foregoing pursuant to Section 3.16
hereof. The Liquidation Fee shall be payable from, and shall be calculated using the related Net Liquidation Proceeds. Each of
the foregoing fees shall be payable from funds on deposit in the Collection Account as provided in Section 3.4(a).
Notwithstanding anything herein to the contrary, with respect to any Collection Period, the Special Servicer shall only be entitled
to receive a Work-out Fee or a Liquidation Fee, but not both.


 


(d)           
The Special Servicer shall also be entitled to the following items as additional special servicing compensation, to the
extent that such items are actually collected on the Mortgage Loan: (i) if the Mortgage Loan is a Specially Serviced Mortgage Loan
or with respect to the Foreclosed Property, 100% of Modification Fees actually collected during the related Collection Period;
(ii) if the Mortgage Loan is not a Specially Serviced Mortgage Loan,


 






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50% of Modification Fees collected during the related Collection
Period in connection with a consent, approval or other action that the Servicer is not permitted to grant or take in the absence
of the consent or approval (or deemed consent or approval) of the Special Servicer under this Agreement; (iii) if the Mortgage
Loan is a Specially Serviced Mortgage Loan, 100% of Assumption Fees collected during the related Collection Period and if the Mortgage
Loan is not a Specially Serviced Mortgage Loan, 50% of Assumption Fees collected during the related Collection Period in connection
with a consent, approval or other action that the Servicer is not permitted to grant or take in the absence of the consent or approval
(or deemed consent or approval) of the Special Servicer under this Agreement; (iv) if the Mortgage Loan is a Specially Serviced
Mortgage Loan, 100% of Assumption Application Fees collected during the related Collection Period; (v) if the Mortgage Loan is
a Specially Serviced Mortgage Loan, 100% of consent fees in connection with a consent that involves no modification, waiver or
amendment of the terms of the Mortgage Loan and if the Mortgage Loan is not a Specially Serviced Mortgage Loan, 50% of consent
fees in connection with a consent that involves no modification, waiver or amendment of the terms of the Mortgage Loan and is paid
in connection with a consent that the Servicer is not permitted to grant in the absence of the consent or approval (or deemed consent
or approval) of the Special Servicer under this Agreement; (vi) if the Mortgage Loan is a Specially Serviced Mortgage Loan, all
or a portion of charges for beneficiary statements or demands and other loan processing fees actually paid by the Borrower; (vii)
if the Mortgage Loan is a Specially Serviced Mortgage Loan, 100% of other loan processing fees actually paid by the Borrower; (viii)
interest or other income earned on deposits in the Foreclosed Property Account (but only to the extent of the net investment earnings,
if any, for each Collection Period); and (ix) 100% of late payment charges and Default Interest (to the extent not applied to pay
other amounts pursuant to Section 3.4(c)) collected when the Mortgage Loan is a Specially Serviced Mortgage Loan.


 


With respect to any
of the preceding fees as to which both the Servicer and the Special Servicer are entitled to receive a portion thereof, the Servicer
and the Special Servicer shall each have the right in their sole discretion, but not any obligation, to reduce or elect not to
charge its respective portion of such fee; provided that (without the consent of the affected party) (A) neither the Servicer nor
the Special Servicer shall have the right to reduce or elect not to charge the portion of any such fee due to the other and (B)
to the extent either the Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion
in any such fee, the party that reduced or elected not to charge its respective portion of such fee shall not have any right to
share in any part of the other party’s portion of such fee. If the Servicer decides not to charge any fee, the Special Servicer
shall nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled
if the Servicer had charged a fee and the Servicer shall not be entitled to any of such fee charged by the Special Servicer.


 


In determining the
compensation of the Servicer or the Special Servicer, as applicable, with respect to Default Interest and late payment charges,
on any Distribution Date, the aggregate Default Interest and late payment charges collected on the Mortgage Loan during the related
Collection Period are required to be applied (in such order) to reimburse (i) the Servicer and the Trustee for Advances (other
than Nonrecoverable Advances) made by each and not previously reimbursed from late payments received during the applicable period
on the Mortgage Loan, liquidation proceeds, insurance and condemnation proceeds (to the extent not needed for the repair or restoration
of the Property), and other collections on the Mortgage Loan, (ii) the


 






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Servicer and the Trustee for unpaid interest on such Advances
at the Advance Rate, and (iii) the Trust for all Trust Fund Expenses. Default Interest and late payment charges remaining after
such reimbursements are required to be distributed to the Servicer and Special Servicer, as applicable, as additional compensation.


 


(e)            
Notwithstanding any other provision in this Agreement, neither the Servicer nor the Special Servicer, as applicable, shall
be entitled to reimbursement for an expense incurred under this Agreement or in connection with the performance of its duties hereunder
unless (i) the amount of such payment to the Servicer or the Special Servicer, as the case may be, is reimbursed to the Trust
Fund by the Borrower (to the extent the Borrower is required to do so under the Mortgage Loan Agreement); (ii) failure of
the Borrower to reimburse for such payment constitutes a Mortgage Loan Event of Default; (iii) such expense would qualify
as an “unanticipated expense incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(ii)
or is otherwise an unanticipated expense (it being understood that the Servicer Customary Expenses and the Special Servicer Customary
Expenses are not unanticipated); or (iv) such reimbursement is expressly provided for herein or such expense is expressly
described herein as a Trust Fund Expense.


 


(f)            
Except as otherwise expressly provided herein, no transfer, sale, pledge or other disposition of the Servicer’s right
to receive all or any portion of the servicing compensation (or the Special Servicer’s right to receive all or any portion
of the Special Servicing Fee) or other servicing compensation provided for herein shall be made, and any such attempted transfer,
sale, pledge or other disposition shall be void, unless such transfer is made to a successor Servicer or successor Special Servicer,
as applicable, in connection with the assumption by such successor of the duties hereunder pursuant to Section 7.2.


 


(g)           
As compensation for its activities hereunder, on each Distribution Date the Certificate Administrator shall be entitled
to the Certificate Administrator Fee (including that portion which is payable to the Trustee as the Trustee Fee). Except as otherwise
provided herein, the Certificate Administrator’s fee includes all routine expenses of the Trustee, the Certificate Administrator
and the Authenticating Agent. Each of the Trustee’s and Certificate Administrator’s rights to the Certificate Administrator
Fee (including that portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee)
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.


 


(h)           
KeyBank 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),
to a QIB or Institutional Accredited Investor (other than a Plan), provided that no such transfer, sale, pledge or other
assignment shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification
requirements of the Act and any applicable state securities laws and is otherwise made in accordance with the Act and such state
securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form
attached as Exhibit N-1 hereto, and (iii) the prospective transferee shall have delivered to KeyBank National Association
and the Depositor a certificate substantially in


 






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the form attached as Exhibit N-2 hereto. None of the Depositor, the
Trustee or the Certificate Registrar is obligated to register or qualify an Excess Servicing Fee Right under the Act or any other
securities law or to take any action not otherwise required under this Agreement to permit the transfer, sale, pledge or assignment
of an Excess Servicing Fee Right without registration or qualification. KeyBank 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
KeyBank 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 VRR Interest Owner, the Trust, the Depositor, the Initial Purchasers,
the Certificate Administrator, the Trustee, the Servicer and the Special Servicer against any liability that may result if such
transfer is not exempt from registration and/or qualification under the Act or other applicable federal and state securities laws
or is not made in accordance with such federal and state laws or in accordance with the foregoing provisions of this paragraph.
By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed to have agreed not to use or disclose such
information in any manner that could result in a violation of any provision of the Act or other applicable securities laws or that
would require registration of such Excess Servicing Fee Right or any Certificate pursuant to the Act. Following any transfer, sale,
pledge or assignment of an Excess Servicing Fee Right or the termination of KeyBank National Association as the Servicer, the Person
then acting as the Servicer, shall pay, out of each amount paid to such Servicer as Servicing Fees, the related Excess Servicing
Fees to the holder of such Excess Servicing Fee Right within one Business Day following the payment of such Servicing Fees to such
Servicer, in each case in accordance with payment instructions provided by such holder in writing to such 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 Depositor, the Special Servicer, the Trustee or the Certificate Administrator shall have any obligation
whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the Excess Servicing Fee Right.


 


(i)             
The Special Servicer and its Affiliates shall be prohibited from receiving or retaining any Disclosable Special Servicer
Fees and any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates shall be remitted to the
Servicer to be deposited by the Servicer into the Collection Account within two (2) Business Days of the receipt of such Disclosable
Special Servicer Fees by the Special Servicer or its Affiliates. On any Distribution Date immediately following receipt of any
Disclosable Special Servicer Fees, the Special Servicer shall deliver or cause to be delivered to the Servicer, on the Determination
Date related to such Distribution Date, and the Servicer, to the extent it has received such report, shall deliver to the Certificate
Administrator, without charge, one Business Day prior to the Distribution Date an electronic report which may include HTML, word
or excel compatible format, clean and searchable PDF format or such other format as mutually agreeable between the Certificate
Administrator, the Servicer and the Special Servicer that discloses and contains an itemized listing of any Disclosable Special
Servicer Fees received by the Special Servicer or any of its Affiliates, if any, with respect to such Distribution Date.


 


3.18.        
Reports to the Certificate Administrator; Account Statements. (a)  The Servicer shall prepare, or cause
to be prepared, and deliver to the Certificate Administrator, in an electronic format reasonably acceptable to the Certificate
Administrator, consistent with


 






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Accepted Servicing Practices, not later than (i) 3:00 p.m. (New York time) two Business
Days prior to each Distribution Date, the CREFC® Loan Periodic Update File and CREFC® Appraisal Reduction
Template, (ii) 2:00 p.m. (New York time) on the Remittance Date immediately preceding each Distribution Date, the remaining
CREFC® Reports.


 


The Servicer shall make
the CREFC® Reports (except the CREFC® Bond Level Files, the CREFC® Collateral Summary
File, the CREFC® Special Servicer File, the CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet) available (i) prior to the securitization of the Companion Loan, to the Companion Loan Holders on each
Distribution Date; and (ii) following securitization of the Companion Loan, to the master servicer of the Other Securitization
Trust no later than two (2) Business Days after the Determination Date.


 


The CREFC®
Operating Statement Analysis Report and the CREFC® NOI Adjustment Worksheet shall be delivered to the Certificate
Administrator by the Servicer (or by the Special Servicer, with respect to Specially Serviced Mortgage Loans or Foreclosed Property)
on a quarterly and annual basis (commencing with the quarter ending March 31, 2020 and year ending December 31, 2019, each within
30 days after receipt by the Servicer or the Special Servicer, as applicable), within 30 days after receipt by the Servicer or
the Special Servicer, as applicable, of the financial statements, operating statements, rent rolls, or other information required
to prepare (or, if previously prepared, update) the CREFC® Operating Statement Analysis Report and the CREFC®
NOI Adjustment Worksheet, but will not be deemed to have been received by the Certificate Administrator until such time as it is
actually received; 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.


 


The Special Servicer,
if the Mortgage Loan is a Specially Serviced Mortgage Loan, and the Servicer, if the Mortgage Loan is not a Specially Serviced
Mortgage Loan, shall use efforts consistent with Accepted Servicing Practices to collect promptly and review from the Borrower
quarterly and annual operating statements, financial statements, budgets and rent rolls of the Property, and the quarterly and
annual financial statements of the Borrower, and any other reports or documents required to be delivered under the terms of the
Mortgage Loan. The Servicer and the Special Servicer shall not be required to request such operating statements or rent rolls more
than once if the Borrower is not required to deliver such statements pursuant to the terms of the Mortgage Loan documents. Upon
request by the Rating Agency, the Servicer or the Special Servicer, as applicable, shall deliver copies of any of the foregoing
items so collected thereby to the 17g-5 Information Provider who shall post such items to the 17g-5 Information Provider’s
Website.


 


Additionally, the Servicer
shall deliver the CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
on a monthly basis to the Certificate Administrator; provided, however, the Servicer shall have no obligation to
update such reports except as set forth in the immediately preceding paragraphs, and no analysis or update shall be required to
the extent such analysis or update is not required to be provided under the then-current applicable CREFC® guidelines.


 




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For
the avoidance of doubt, each of the CREFC® reports required to be delivered by the Servicer will be prepared on
a consolidated basis with respect to the Property and not at the individual Property level; provided, further, that
the Certificate Administrator shall not be obligated to separate such reports at the individual Property level.


 


(b)           
The Servicer shall furnish to the Certificate Administrator in electronic format the CREFC® Reports produced by
it pursuant to this Agreement not later than the time period specified in Section 3.18(a), and thereafter, upon the
request of the Rating Agency, to the 17g-5 Information Provider, who shall make such reports available to the Rating Agency on
its website.


 


(c)           
The Servicer shall produce the reports described in this Section 3.18 solely from information provided to the Servicer
by the Borrower pursuant to the Mortgage Loan Agreement (without modification, interpretation or analysis) or by the Special Servicer,
the Trust Loan Sellers or Depositor pursuant to this Agreement. None of the Trustee, the Certificate Administrator, the Servicer
or the Special Servicer shall be responsible for the completeness or accuracy of such information (except that the Servicer shall
use efforts consistent with Accepted Servicing Practices to correct patent errors). The Special Servicer shall promptly deliver
to the Servicer the CREFC® Special Servicer Loan File and any applicable CREFC® Loan Liquidation
Reports, CREFC® Loan Modification Reports and CREFC® REO Liquidation Reports and the most recently
prepared or updated CREFC® Operating Statement Analysis Report and CREFC® NOI Adjustment Worksheet
with respect to the Mortgage Loan if it is a Specially Serviced Mortgage Loan and any Foreclosed Property in an electronic format,
reasonably acceptable to the Servicer and the Special Servicer as of the Determination Date.


 


3.19.     
Annual Statement as to Compliance. On or before March 1 of each year, commencing in 2020, the Servicer and the Special
Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan), each at its own expense,
shall furnish (and each such party, with respect to each Servicing Function Participant with which it has entered into a servicing
relationship with respect to the Mortgage Loan, shall cause such Servicing Function Participant to furnish) to the Certificate
Administrator, the Depositor, the Trustee and the 17g-5 Information Provider (who shall post such report to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b)) a report on an assessment of compliance with the Applicable
Servicing Criteria that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance
with the Applicable Servicing Criteria, (B) a statement that, to the best of such Reporting Servicer’s knowledge, such
Reporting Servicer used the Servicing Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting
Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for the period ending the end of the
most recent fiscal year, including, if there has been any material instance of noncompliance with the Applicable Servicing Criteria,
a discussion of each such failure and the nature and status thereof and (D) a statement that a registered public accounting
firm that is a member of the American Institute of Certified Public Accountants has issued an attestation report on such Reporting
Servicer’s assessment of compliance with the Applicable Servicing Criteria as of and for such period. Copies of all compliance
reports delivered pursuant to this Section 3.19 shall be made available to any Privileged Person by the Certificate
Administrator by posting such compliance report to the Certificate Administrator’s Website pursuant to Section 8.14(b).
Each such report shall be addressed to the Depositor (if


 






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addressed)
and signed by an authorized officer of the applicable company, and shall address each of the Applicable Servicing Criteria.


 


On
the Closing Date, the Servicer and the Special Servicer, each acknowledge and agree that Exhibit L to this Agreement sets
forth the Applicable Servicing Criteria for such party.


 


No
later than 30 days after the end of each fiscal year for the Trust, the Servicer and the Special Servicer shall notify the Certificate
Administrator and the Depositor as to the name of each Servicing Function Participant utilized by it, in each case, 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 Servicer and the Special Servicer submit their assessments to the Certificate Administrator,
such parties, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 3.20)
of each Servicing Function Participant engaged by it. The fiscal year for the Trust shall be January 1 through December 31 of
each calendar year.


 


In
the event the Servicer or the Special Servicer is terminated or resigns pursuant to the terms of this Agreement, such party shall
provide, and each such party shall cause any Servicing Function Participant engaged by it to provide (and the Servicer and the
Special Servicer shall, with respect to any Servicing Function Participant that resigns or is terminated under any applicable
servicing agreement, cause such Servicing Function Participant to provide) an annual assessment of compliance pursuant to this
Section 3.19, coupled with an attestation as required in Section 3.20 in respect to the period of time
that the Servicer or the Special Servicer was subject to this Agreement or the period of time that the Servicing Function Participant
was subject to such other servicing agreement.


 


On
or before March 1 of each year, commencing in 2020, each of the Servicer and the Special Servicer (regardless of whether the Special
Servicer has commenced special servicing of the Mortgage Loan), each at its own expense, shall furnish (and each party, with respect
to each Servicing Function Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan
(to the extent the same would have been required by Item 1108(a)(2)(i)-(iii) of Regulation AB if the Trust and the securitization
transaction contemplated by this Agreement were required to comply with Regulation AB), shall cause such Servicing Function Participant
to furnish) to the Certificate Administrator, the Depositor, the Trustee and the 17g-5 Information Provider (who shall post such
report to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) an Officer’s Certificate
of an officer responsible for the servicing activities of such party stating, as to the signer thereof, that (A) a review
of such Person’s activities during the preceding calendar year or portion thereof and of such Person’s performance
under this Agreement or the applicable sub-servicing agreement, as applicable, has been made under such officer’s supervision
and (B) to the best of such officer’s knowledge, based on such review, such Person has fulfilled all its obligations
under this Agreement or the applicable sub-servicing agreement, as applicable, 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 obligations of each Person under this Section 3.19 apply to each such Person that serviced the Mortgage Loan during the applicable period, whether or not the Person is acting
in such capacity at the time such Officer’s Certificate is required to be delivered. Copies of all Officer’s


 






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Certificates
delivered pursuant to this Section 3.19 shall be made available to any Privileged Person by the Certificate Administrator
posting such compliance report to the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


3.20.     
Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2020, the
Servicer and the Special Servicer, each at its own expense, shall cause (and each such party, with respect to each Servicing Function
Participant with which it has entered into a servicing relationship with respect to the Mortgage Loan, shall cause such Servicing
Function Participant to cause) a registered public accounting firm (which may also render other services to the Servicer, the
Special Servicer or the applicable Servicing Function Participant, as the case may be) and that is a member of the American Institute
of Certified Public Accountants to furnish a report to the Certificate Administrator, the Depositor, the Trustee and the 17g-5
Information Provider (who shall post such report to the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)),
to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer,
which includes an assessment from such Reporting Servicer of its compliance with the Applicable Servicing Criteria and (ii) on
the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted
by the Public Company Accounting Oversight Board, it is expressing an opinion as to whether such Reporting Servicer’s assessment
of compliance with the Applicable Servicing Criteria was fairly stated in all material respects, or it cannot express an overall
opinion regarding such party’s assessment of compliance with the Applicable 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 accountant’s attestation report required hereunder 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 all statements delivered pursuant to this Section 3.20 shall be made available
to any Privileged Person by the Certificate Administrator posting such statement on the Certificate Administrator’s Website
pursuant to Section 8.14(b).


 


3.21.     
Access to Certain Documentation Regarding the Mortgage Loan and Other Information.


 


(a)           
Upon reasonable advance notice, the Certificate Administrator shall provide reasonable access during its normal business hours
at its Corporate Trust Office to certain reports and to information and documentation in its possession or in its control regarding
the Mortgage Loan to any Privileged Person (which for this purpose excludes the Borrower Related Parties or their respective agents
or Affiliates); provided, however, that to the extent such reports, information and documentation is provided to
the Rating Agency, the 17g-5 Information Provider shall first post such information to the Certificate Administrator’s Website.
Such information shall include, but shall not be limited to, the CREFC® Reports provided to the Certificate Administrator
by the Servicer.


 


(b)           
Upon request of the Depositor or the Rating Agency, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s
Website any additional information requested by the Depositor or the Rating Agency to the extent such information is delivered
to the 17g-5 Information Provider electronically in accordance with Section 8.14(b).


 






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In
no event shall the 17g-5 Information Provider disclose on the 17g-5 Information Provider’s Website which Rating Agency requested
such additional information. In addition, upon delivery by the Depositor to the 17g-5 Information Provider (in an electronic format
mutually agreed upon by the Depositor and the 17g-5 Information Provider) of information designated by the Depositor as having
been previously made available to NRSROs by the Depositor prior to the Closing Date, the 17g-5 Information Provider shall post
such information on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b).


 


(c)           
[RESERVED]


 


(d)           
Upon the request of a Certificateholder or any Beneficial Owner or a prospective purchaser of a Certificate that is a QIB and
is designated as a prospective purchaser by a Certificateholder or Beneficial Owner and, in any case, has delivered an Investor
Certification in the form of Exhibit K-1 hereto to the Depositor and the Certificate Administrator (collectively,
the “Rule 144A Information Recipients”), the Certificate Administrator shall make available to the Rule 144A
Information Recipients such information as is specified pursuant to Rule 144A(d)(4) under the Act (“Rule 144A Information”),
to the extent such Rule 144A Information has been received by the Certificate Administrator.  If the Certificate Administrator
receives a request for Rule 144A Information in connection with the resale of any Certificate by a Certificateholder or Beneficial
Owner, and such Rule 144A Information has not previously been provided to the Certificate Administrator by the Depositor, the
Certificate Administrator shall, within three (3) Business Days of receipt of such request, notify the Depositor of such request
and identify the Rule 144A Information requested.  The Depositor shall use commercially reasonable efforts to provide the
requested Rule 144A Information to the Certificate Administrator, to the extent the requested Rule 144A Information is in the
Depositor’s possession.  The Certificate Administrator shall, within three (3) Business Days of receipt of any additional
Rule 144A Information from the Depositor (i) convey such additional requested Rule 144A Information to the requesting Rule 144A
Information Recipient and (ii) post such additional requested Rule 144A Information on the Certificate Administrator’s Website.


 


3.22.     
Inspections.  The Servicer shall inspect or cause to be inspected the Properties not less frequently than once each
year commencing in 2020; provided, however, that the Servicer shall not be required to inspect a Property if it
has been inspected by the Special Servicer in the preceding 12 months. The Special Servicer shall inspect or cause to be inspected
the Properties, as applicable, as soon as practicable following the occurrence of a Special Servicing Loan Event and annually
for so long as a Special Servicing Loan Event is continuing. The Servicer or the Special Servicer, as applicable, shall further
inspect, or cause to be inspected, the Properties whenever it receives information that the Properties have been materially damaged,
left vacant, or abandoned, or if waste is being committed thereto. All such inspections shall be performed in such manner as shall
be consistent with Accepted Servicing Practices. The cost of the annual inspections referred to in the first sentence of this
paragraph shall be an expense of the Servicer; the cost of all additional inspections referred to in this paragraph shall be a
Trust Fund Expense. The Servicer or the Special Servicer, as the case may be, shall prepare a written report of inspection and
deliver it to the Certificate Administrator and Companion Loan Holders in electronic format. The Certificate Administrator shall
post such report on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 






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3.23.     
Advances. (a)  In the event that all or a portion of any Monthly Payment or an Assumed Monthly Payment, as applicable
(other than Default Interest), representing interest due on the Trust Loan on the related Payment Date has not been received by
the close of business on the Business Day immediately prior to the Remittance Date, the Servicer, subject to its determination
that such amounts are not Nonrecoverable Advances, shall make an advance on such Remittance Date to the Distribution Account,
in an amount equal to such Monthly Payment (or portion thereof) (or in the amount of the Assumed Monthly Payment, or portion thereof,
as applicable) with respect to the Trust Loan that has not been received by the close of business on the Business Day immediately
prior to such Remittance Date (net of the Servicing Fee with respect to the Trust Loan, which shall not be paid to the Servicer
until funds in the Collection Account are available for payment of such fee); provided that neither the Servicer nor any
other party shall be entitled to interest accrued on the amount of any Monthly Payment Advance with respect to the Trust Loan
if the delinquent amount of the Monthly Payment (or, if applicable, the Assumed Monthly Payment) in respect of such Trust Loan
is received by the Servicer or the Certificate Administrator, as applicable, by 2:00 p.m., New York time, on such Remittance Date.
The portion of any Monthly Payment Advance equal to the CREFC® Intellectual Property Royalty License Fee for the
Trust Loan and such Distribution Date will not be remitted to the Certificate Administrator but will be remitted to CREFC®
by the Servicer. The Servicer shall also advance in respect of each Payment Date following (x) a delinquency in the
payment of the Balloon Payment of the Trust Loan or foreclosure (or acceptance of a deed-in-lieu of foreclosure or comparable
conversion) of the Mortgage Loan or (y) not later than the related Remittance Date, to the Distribution Account, the amount
of any Assumed Monthly Payment deemed due with respect to the Trust Loan on such Payment Date. For the avoidance of doubt, in
the event that the amount of interest and/or principal on the Trust Loan is reduced as a result of any modification to the Trust
Loan, any Monthly Payment Advance made with respect to such modified Trust Loan shall be in such amounts as may be required as
a result of such reduction. Notwithstanding anything to the contrary herein and subject to the determination of nonrecoverability
provided in this Section 3.23, in the event that the Property becomes a Foreclosed Property, the Servicer shall continue
to make advances as required pursuant to this Section 3.23(a) with respect to each Payment Date following such event
in an amount equal to the Monthly Payment or Assumed Monthly Payment, as applicable, due or deemed due with respect to the Trust
Loan on such Payment Date, as if the applicable Property had not become a Foreclosed Property and the Trust Loan continued to
be outstanding. If and to the extent such information is not already included in the Distribution Date Statement for the month
in which such Monthly Payment Advance is made, the Servicer shall notify the master servicer and trustee with respect to each
Other Securitization Trust of the amount of any Monthly Payment Advance made pursuant to this Section 3.23(a) within two
Business days of making such advance. The Servicer shall maintain a record of each Monthly Payment Advance it has made pursuant
to this Section 3.23(a) on the Trust Loan and shall notify the Certificate Administrator thereof in the appropriate
CREFC® Reports in order to permit allocation thereof pursuant to Sections 3.4 and 3.5. In the
event that the Servicer does not remit any amounts required to be remitted to the Certificate Administrator on each Remittance
Date (including any amounts required to be remitted pursuant to Section 3.5 and any required Monthly Payment Advance)
to the Certificate Administrator for deposit in the Distribution Account on the Remittance Date, the Servicer shall pay to the
Certificate Administrator interest on such amounts at the federal funds rate for the


 






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period
from and including the Remittance Date to but excluding the Distribution Date or, if earlier, the actual remittance date.


 


At
any time that a Trust Appraisal Reduction Amount exists with respect to the Mortgage Loan, the amount that would otherwise be
required to be advanced by the Servicer in respect of delinquent payments of interest on the Trust Loan shall be reduced by multiplying
such amount by a fraction, the numerator of which is the then-outstanding principal balance of the Trust Loan minus the Trust
Appraisal Reduction Amount allocable to the Trust Loan (including any deemed Trust Appraisal Reduction Amount pursuant to Section 3.7(d))
and the denominator of which is the then-outstanding principal balance of the Trust Loan.


 


(b)           
Subject to Section (e), the Servicer shall advance, for the benefit of the Certificateholders, the Companion Loan
Holders and the VRR Interest Owner, to the extent it determines that such amount is recoverable, all customary and reasonable
out-of-pocket costs and expenses incurred by the Servicer or the Special Servicer in the performance of its respective servicing
obligations, including, but not limited, to the costs and expenses incurred in connection with (i) the preservation, restoration,
operation and protection of the Properties which, in the Servicer’s sole discretion, exercised in accordance with Accepted
Servicing Practices, are necessary to prevent an immediate or material loss to the Trust Fund’s interest in the Properties,
(ii) the payment of (A) real estate taxes, assessments, ground rents and governmental charges that may be levied or
assessed against the Borrower or any of its Affiliates or the Properties or revenues therefrom or which become liens on the Properties,
(B) insurance premiums and (C) the out-of-pocket costs and expenses of the Servicer or the Special Servicer, as applicable
(including, without limitation, reasonable attorneys’ fees and expenses) to the extent not paid by the Borrower that are
incurred in connection with a sale of the Mortgage Loan, the negotiation of a workout of the Mortgage Loan, an assumption of the
Mortgage Loan or a release of the Properties from the lien of the applicable Mortgage, (iii) any enforcement or judicial
proceedings, including foreclosures and including, but not limited to, court costs, reasonable attorneys’ fees and expenses
and costs for third party experts, including Independent Appraisers, environmental and engineering consultants, and (iv) the
management, operation and liquidation of the Property if the Properties are acquired by the Trust (collectively, “Property
Protection Advances”). In addition, subject to Section 3.23(e), the Servicer shall advance amounts eligible
for withdrawal from the Collection Account pursuant to clauses (iii) (other than Servicing Fees), (iv)(b),
(v) (to the extent reimbursements of such amounts are owed to the Trustee only), (vi), (viii) and (x)
of Section 3.4(c) (collectively, “Administrative Advances”) on or prior to the related Distribution
Date to the extent (A) such amounts are not paid from the Collection Account pursuant to the second paragraph of Section 3.4(c) and (B) it determines that such amounts are payable or reimbursable by the Borrower and would not be a Nonrecoverable Advance.
During the continuation of a Special Servicing Loan Event, the Special Servicer shall give the Servicer and the Trustee not less
than five (5) Business Days’ written notice before the date on which the Servicer is requested to make the Property Protection
Advance with respect to the Mortgage Loan or Foreclosed Property; provided, however, that only three (3) Business
Days’ written notice shall be required in respect of Property Protection Advances required to be made on an urgent or emergency
basis (which may include, without limitation, Property Protection Advances required to make tax or insurance payments). In addition,
the Special Servicer shall provide the Servicer with such information in its possession as the Servicer may reasonably request
to enable the Servicer to determine whether a requested Property Protection


 






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Advance
would constitute a Nonrecoverable Advance. Subject to Section 6.3, notwithstanding anything herein to the contrary,
if the Special Servicer requests that the Servicer make an Advance, the Servicer may conclusively rely on such request as evidence
that such advance is not a Nonrecoverable Advance; provided, however, that the Special Servicer shall not be entitled to
make such a request more frequently than once per calendar month with respect to Advances other than emergency Advances (although
such request may relate to more than one Advance). The Special Servicer shall not make any Advance.


 


(c)           
To the extent the Servicer fails to make an Advance that it is required to make under this Agreement, the Trustee shall be required
to make such Advance pursuant to Section 7.6. It is understood that the obligation of the Servicer and the Trustee
(pursuant to Section 7.6) to make such Advances is mandatory, subject to the limitations set forth in this Agreement
(subject to the applicable recoverability determination), and shall continue to apply with respect to the Trust Loan after any
modification or amendment of the Mortgage Loan pursuant to Section 3.24 hereof, beyond the Stated Maturity Date of
the Mortgage Loan if a payment default shall have occurred on such date and through any court appointed stay period or similar
payment delay resulting from any insolvency of the Borrower or related bankruptcy, notwithstanding any other provision of this
Agreement, subject to the requirement of recoverability, until the earliest of (i) the payment in full of the Mortgage Loan,
(ii) the day on which any of the Properties become liquidated or (iii) the day on which the Mortgage Loan is sold.


 


(d)           
Interest on each Advance made by the Servicer or the Trustee shall accrue for each day that such Advance is outstanding at a rate
of interest equal to the “prime rate” published in the “Money Rates” section of The Wall Street Journal;
if The Wall Street Journal ceases to publish the “prime rate”, then the Servicer shall select an equivalent
publication that publishes such “prime rate”, and if such “prime rate” is no longer generally published
or is limited, regulated or administered by a governmental or quasi-governmental body, then the Servicer shall reasonably select
a comparable interest rate index (the “Advance Rate”) for each such day (or the most recent day on which the
“prime rate” was reported, if not reported on such day) on the basis of a year of 360 days and the actual number of
days elapsed in a month. Interest on the Advances shall compound annually. If the context requires, each reference to the reimbursement
or payment of an Advance also includes, whether or not specifically referred to, payment or reimbursement of interest thereon
at the Advance Rate through but excluding the date of payment or reimbursement.


 


(e)            
Notwithstanding any other provision in this Agreement, the Servicer or the Trustee, as applicable, shall be obligated to make
an Advance only to the extent that the Servicer or the Trustee, as applicable, has determined that such Advance, together with
interest thereon at the Advance Rate, would not constitute a Nonrecoverable Advance if made. The Trustee and the Servicer, in
that order, shall be entitled to reimbursement for any such Advances relating to the Trust Loan or the Mortgage Loan, as applicable,
from the Collection Account and shall obtain such reimbursement in accordance with Section 3.4(c). If the context
requires, each reference to the reimbursement or payment of an Advance shall be deemed to include, whether or not specifically
referred to, payment or reimbursement of interest thereon at the Advance Rate through but excluding the date of payment or reimbursement.


 






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(f)            
The determination by the Servicer or the Trustee that it has made a Nonrecoverable Advance or that any proposed Advance, if made,
would constitute a Nonrecoverable Advance, shall be evidenced by the delivery of an Officer’s Certificate in electronic
format to the Companion Loan Holders, the Certificate Administrator, the Trustee (if such determination is made by the Servicer),
the Servicer, the Special Servicer, and the Directing Holder (so long as no Consultation Termination Event has occurred), detailing
the reasons for such determination with supporting documents attached. Such Officer’s Certificate shall be made available
to any Privileged Person by the Certificate Administrator posting such Officer’s Certificate to the Certificate Administrator’s
Website in accordance with Section 8.14(b). The costs of any appraisals, engineering reports, environmental reports
or surveys and other information requested by the Servicer or the Trustee establishing an Advance as a Nonrecoverable Advance
shall be treated as Trust Fund Expenses, payable from the Collection Account pursuant to Section 3.4(c), and shall
constitute a Property Protection Advance or Administrative Advance, as applicable, if paid by the Servicer or the Trustee from
its funds. Subject to Section 6.3, the Servicer’s determination of nonrecoverability in accordance with the
above provisions shall be conclusive and binding on the Trustee and the Trustee shall be entitled to rely conclusively thereupon.
The Trustee, in determining whether or not a proposed Advance would be a Nonrecoverable Advance, shall make such determination
in its commercially reasonable judgment, solely in its capacity as Trustee.


 


(g)           
The Servicer and the Trustee are not obligated to advance or pay (i) delinquent scheduled payments with respect to any Companion
Loan, (ii) any Balloon Payment with respect to the Trust Loan (but are obligated to advance the related Assumed Monthly Payment
in accordance with the terms of this Agreement), (iii) any Default Interest or late payment charges, (iv) amounts required
to cure any damages resulting from Uninsured Causes (except as required pursuant to Section 3.12(c)), any failure
of any Property to comply with any applicable law, including any environmental law, or (except in connection with the foreclosure
or other acquisition of any of the Properties in accordance with Section 3.12 upon the occurrence of a Mortgage Loan
Event of Default) to investigate, test, monitor, contain, clean up, or remedy an environmental condition present at any of the
Properties, (v) any losses arising with respect to defects in the title to any of the Properties, (vi) any costs of
capital improvements to the Properties other than those necessary to prevent an immediate or material loss to the Trust’s
interest in the Properties or (vii) subordinated obligations, including the Mezzanine Loans. In addition, the Servicer and
the Trustee shall have no obligation to make any Monthly Payment Advances with respect to the Companion Loans.


 


(h)           
The Servicer or the Trustee may consider (among other things) the following when making a non-recoverability determination: (a)
the existence of any outstanding Nonrecoverable Advance (plus accrued and unpaid interest thereon) with respect to the Trust Loan,
the Mortgage Loan or any Foreclosed Property the reimbursement of which, at the time of such consideration, is being deferred
or delayed by the Servicer or the Trustee, (b) the obligations of the Borrower under the terms of the Mortgage Loan as it
may have been modified, (c) the Properties in their “as-is” or then-current conditions and occupancies, as modified
by such party’s assumptions (consistent with Accepted Servicing Practices in the case of the Servicer and the Special Servicer
or in its commercially reasonable judgment in the case of the Trustee, solely in its capacity as Trustee) regarding the possibility
and effects of future adverse changes with respect to the Properties, (d) future expenses and (e) the timing of recoveries.


 






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3.24.     
Modifications of Mortgage Loan Documents. (a) (i) The Servicer (if no Special Servicing Loan Event has occurred and is
continuing) or the Special Servicer (if a Special Servicing Loan Event occurs and is continuing) may, subject to (x) the consent
of the Directing Holder (subject to limitations on such consent pursuant to Section 9.3) prior to the occurrence and continuance
of a Control Termination Event and (y) the consultation and review rights of the Directing Holder (subject to limitations on such
rights pursuant to Section 9.3) after the occurrence and during the continuance of a Control Termination Event but prior
to the occurrence of a Consultation Termination Event, modify, waive or amend any term of the Mortgage Loan if such modification,
waiver or amendment (a) is consistent with Accepted Servicing Practices and (b) does not cause an Adverse REMIC Event
(and the Servicer or the Special Servicer, as applicable, may obtain and be entitled to rely upon an Opinion of Counsel in connection
with such determination). Notwithstanding anything herein to the contrary, in no event may the Servicer or the Special Servicer
permit an extension of the Maturity Date beyond the date that is the earlier of (i) seven years prior to the latest Rated Final
Distribution Date and (ii) twenty years prior to the end of the current term of any ground lease (including any extension options
exercisable unilaterally by the Borrower). In connection with (i) the release of the Property or portion thereof from the
lien of the related Mortgage or (ii) the taking of the Property or portion thereof by exercise of the power of eminent domain
or condemnation, if the Mortgage Loan Documents require the Servicer or the Special Servicer, as applicable, to calculate the
loan-to-value ratio of the remaining Property, for purposes of REMIC qualification of the Trust Loan, then, unless then permitted
by the REMIC Provisions, such calculation shall exclude the value of personal property and going concern value, if any. The Servicer
shall promptly provide to the Special Servicer notice of all Borrower requests related to any Mortgage Loan modification or assumption
and, so long as no Consultation Termination Event is continuing, the Special Servicer shall forward such notice to the Directing
Holder.


 


(b)           
All modifications, waivers or amendments of the Mortgage Loan shall be in writing and shall be effected in a manner consistent
with Accepted Servicing Practices and the REMIC Provisions and the provisions of the Co-Lender Agreement. The Servicer or the
Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Companion Loan Holders and the Depositor
and, so long as no Consultation Termination Event has occurred, the Directing Holder, in writing, of any modification, waiver
or amendment of any term of the Mortgage Loan and the date thereof, and shall deliver to the Custodian (with a copy to the Trustee
and each Companion Loan Holder) an original recorded (if applicable) counterpart of the agreement relating to such modification,
waiver or amendment within ten (10) Business Days following the execution and recordation (if appropriate) thereof. In the event
the Servicer or the Special Servicer, or a court of competent jurisdiction in connection with a workout or proposed workout of
the Mortgage Loan, modifies the interest rate applicable to the Mortgage Loan, the aggregate adverse economic effect of the modification
(if any) required to be borne by the holders of the Trust Notes pursuant to the Co-Lender Agreement shall be applied to the Certificates,
in reverse order of seniority. If the Mortgage Loan is modified, each Net Trust Note Rate shall not change for purposes of distributions
on the Certificates and the VRR Interest.


 


(c)            
Subject to Section 3.28, any modification of the Mortgage Loan Documents that requires a Rating Agency Confirmation
pursuant to the Mortgage Loan Documents, or any modification that would eliminate, modify or alter the requirement of obtaining
such Rating Agency Confirmation in the Mortgage Loan Documents, shall not be


 






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made
without the Servicer’s or the Special Servicer’s, as applicable, first receipt of such Rating Agency Confirmation.
Such Rating Agency Confirmation shall be obtained at the Borrower’s expense in accordance with the Mortgage Loan Agreement
or, if not so provided in the Mortgage Loan Agreement or if the Borrower does not pay as a Trust Fund Expense.


 


(d)           
Notwithstanding the foregoing, the Servicer and (if a Special Servicing Loan Event is continuing) the Special Servicer may, in
accordance with Accepted Servicing Practices (without any Rating Agency Confirmation or consent of the Directing Holder), grant
the Borrower’s request for consent to subject the Property to an easement, right-of-way or similar agreement for utilities,
access, parking, public improvements or another similar purpose and may consent to subordination of the Mortgage Loan to such
easement, right-of-way or similar agreement. Neither the Servicer nor the Special Servicer may condition the granting of any such
request on receipt of Rating Agency Confirmation if such condition would not be consistent with or permitted by the Mortgage Loan
Documents.


 


(e)            
Subject to Section 3.28 of this Agreement, prior to implementing any of the actions under the definition of RAC Decision,
the Servicer or the Special Servicer shall obtain a Rating Agency Confirmation from the Rating Agency.


 


(f)            
Notwithstanding the foregoing, the Servicer shall not permit the substitution of the Property pursuant to the defeasance provisions
of the Mortgage Loan Agreement unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8)(ii) and the Servicer
has (i) received replacement collateral consisting of government securities within the meaning of Treasury Regulations Section
1.860G-2(a)(8)(ii), which satisfies the requirements of the Mortgage Loan Documents, in an amount sufficient to make all scheduled
payments required under the terms of the Mortgage Loan when due, (ii) received a certificate of an Independent certified
public accountant to the effect that such substituted property will provide cash flows sufficient to meet all payments of interest
and principal (including payments at maturity) on the Mortgage Loan in compliance with the requirements of the terms of the
Mortgage Loan Documents, (iii) received one or more Opinions of Counsel (at the expense of the related Borrower) to the effect
that the Trustee, on behalf of the Trust Fund, will have a first priority perfected security interest in such substituted property;
provided, however, that, to the extent consistent with the Mortgage Loan Documents, the Borrower shall pay the cost
of any such opinion as a condition to granting such defeasance, (iv) to the extent consistent with the Mortgage Loan Documents,
the Borrower shall have designated a single purpose entity to act as a successor mortgagor, if so required by the Rating Agency,
(v) to the extent permissible under the Mortgage Loan Documents, the Servicer shall use its reasonable efforts to require
the Borrower to pay all costs of such defeasance, including but not limited to the cost of maintaining any successor mortgagor,
and (vi) to the extent permissible under the Mortgage Loan Documents, the Servicer shall obtain, at the expense of the Borrower,
Rating Agency Confirmation from the Rating Agency. If the Servicer receives notice of a request for defeasance with respect to
the Mortgage Loan, the Servicer shall provide upon receipt of such notice, written notice of such defeasance request to the Trust
Loan Seller or its assignee and until such time as the Trust Loan Seller provides written notice to the contrary, notice
of a defeasance of the Mortgage Loan shall be delivered to the Trust Loan Seller pursuant to the notice provisions of the Trust
Loan Purchase Agreement.


 






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(g)           
The Servicer shall deposit all payments received by it from defeasance collateral substituted for the Property into the Collection
Account and treat any such payments as payments made on the Mortgage Loan in advance of its Payment Date, and not as a prepayment
of the Mortgage Loan. Notwithstanding anything herein to the contrary, in no event shall the Servicer permit such amounts to be
maintained in the Collection Account for a period in excess of 365 days (or 366 days in the case of a leap year).


 


(h)           
Subject to the terms of this Section 3.24, the Servicer or the Special Servicer (with regard to the Specially Serviced
Mortgage Loan) shall be permitted to waive all or any portion of Default Interest to the extent consistent with Accepted Servicing
Practices. Failure to waive any Default Interest by the Servicer or the Special Servicer shall not in any way be deemed a violation
of Accepted Servicing Practices.


 


3.25.     
Conflicts of Interests; Mandatory Resignation of Servicer and Special Servicer. (a) The Servicer, the Special Servicer
and any agent thereof in its individual or any other capacity may become the owner or pledgee of Certificates with the same rights
it would have if it were not the Servicer, the Special Servicer or such agent except as otherwise provided herein subject to the
restrictions on voting set forth in the definition of Certificateholder.


 


(b)           
Neither the Special Servicer nor any of its Affiliates shall resign from its obligations and duties as Special Servicer under
this Agreement, except as provided in Section 6.4 hereof. In the event that the Special Servicer becomes a Borrower
Affiliate, the Special Servicer shall promptly notify the Trustee and the Certificate Administrator of such affiliation. Upon
receipt of such notice, the Trustee shall promptly send a request to the Special Servicer requesting that the Special Servicer
resign as Special Servicer and promptly appoint a replacement special servicer in accordance with Section 6.4 of this
Agreement. In the event that no replacement Special Servicer is appointed within thirty (30) days for any reason after receipt
by the Trustee of a notice of such affiliation, the Trustee may petition the court for appointment of a successor Special Servicer
at the expense of resigning Special Servicer.


 


3.26.     
Co-Lender Agreement. The Servicer or the Special Servicer, as applicable, shall exercise, comply with, perform and/or enforce
the rights and obligations of the Trust as successor-in-interest to the mortgagee under the terms of the Co-Lender Agreement.
The rights of the Trust and the Certificateholders in and under the Mortgage Loan and the Mortgage Loan Documents shall be subject
to the terms of the Co-Lender Agreement. To the extent not otherwise expressly included herein, any provisions required to be
included herein pursuant to the Co-Lender Agreement are deemed incorporated herein by reference, and the parties hereto shall
comply with those provisions as if set forth herein in full.


 


3.27.     
[RESERVED]


 


3.28.     
Rating Agency Confirmation. (a)  Notwithstanding the terms of any related Mortgage Loan Documents or other provisions
of this Agreement, if any action under any Mortgage Loan Documents or this Agreement requires a Rating Agency Confirmation or
a written confirmation from the Rating Agency that any action will not cause a downgrade, withdrawal or qualification of the then-current
ratings on the Certificates as a condition precedent to such action, if the party (the “Requesting Party”)
seeking to obtain such Rating


 






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Agency
Confirmation or written confirmation has made a request to the Rating Agency for such Rating Agency Confirmation or written confirmation
and, within ten (10) Business Days of such request being sent to the Rating Agency, the Rating Agency has not replied to such
request or has responded in a manner that indicates that the Rating Agency is either declining to review such request or waiving
the requirement for Rating Agency Confirmation or written confirmation, then such Requesting Party shall be required to (i) confirm
(through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the
Rating Agency has received the Rating Agency Confirmation or written confirmation request, and, if it has, promptly request the
related Rating Agency Confirmation or written confirmation again, and (ii) if there is no response to either such Rating
Agency Confirmation or written confirmation request within five (5) Business Days of such second request, then (x) with respect
to any condition in any Mortgage Loan Document requiring such Rating Agency Confirmation or such written confirmation or any other
matter under this Agreement relating to the servicing of the Trust Loan (other than as set forth in clause (y) below), such condition
shall be deemed to be satisfied (provided that granting such request is in accordance with Accepted Servicing Practices), and
(y) with respect to a replacement of the Servicer or the Special Servicer, such condition shall be deemed to be satisfied with
respect to S&P if the applicable replacement is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage
Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable.


 


Any
Rating Agency Confirmation requests made by the Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable,
pursuant to this Agreement, shall be made in writing (and email shall be sufficient as a writing), which writing shall contain
a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, reasonably deems necessary for the Rating Agency
to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information
Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance
with Section 8.14(b).


 


Promptly
following the Servicer’s or the Special Servicer’s determination to take any action discussed in this Section 3.28(a)
following any requirement to obtain a Rating Agency Confirmation being considered satisfied, the Servicer or the Special Servicer,
as applicable, shall provide written notice to the 17g-5 Information Provider of the action taken for the particular item at such
time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance
with Section 8.14(b).


 


3.29.     
Miscellaneous Provisions.


 


(a)           
The Servicer and the Special Servicer each hereby agree and acknowledge that the Servicer and the Special Servicer, as applicable,
shall respond to any request by the Borrower under Section 6.3.5 of the Mortgage Loan Agreement for approval of the
Annual Budget.


 


(b)           
Notwithstanding the terms of the related Loan Documents, the other provisions of this Agreement or the Co-Lender Agreement, with
respect to any Companion Loan as to which there exists Companion Loan Securities, if any action relating to the servicing and


 






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administration
of the Mortgage Loan or any Foreclosed Property, any amendment to this Agreement or replacement of the Servicer, the Special Servicer
or the Certificate Administrator, the Trustee (a “Relevant Action”) requires delivery of a Rating Agency Confirmation
as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action
shall also require delivery of a Companion Loan Rating Agency Confirmation to the master servicer, the special servicer, the certificate
administrator or the operating advisor to any Other Securitization Trust as a condition precedent to such action from each Companion
Loan Rating Agency. Each Companion Loan Rating Agency Confirmation shall be sought by the Servicer or the Special Servicer, as
applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with a
Relevant Action. The requirement to obtain a Companion Loan Rating Agency Confirmation with respect to any Companion Loan Securities
will be permitted to be waived by the Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms
and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided, that the
Servicer or the 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 17g-5 Information
Provider’s counterpart, or such other party or parties (as are agreed to by the Servicer or the Special Servicer, as applicable,
and the applicable parties for the related Other Securitization Trust), at the expense of the Other Securitization Trust to the
extent not borne by the Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for
such Companion Loan Rating Agency Confirmation all materials forwarded to the 17g-5 Information Provider under this Agreement
in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time
that such materials are forwarded to the 17g-5 Information Provider, and (ii) 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.


 


3.30.     
[RESERVED]


 


3.31.     
Companion Loan Intercreditor Matters.


 


(a)           
If, pursuant to Section 3.16 of this Agreement, the Trust Loan is, in its entirety, purchased or repurchased from the Trust
Fund, the subsequent holder thereof shall be bound by the terms of the Co-Lender Agreement and shall assume the rights and obligations
of the holder of the Trust Notes under the Co-Lender Agreement. All portions of the Mortgage File and (to the extent provided
under the Trust Loan Purchase Agreement) other documents pertaining to the Trust Loan shall be endorsed or assigned to the extent
necessary or appropriate to the purchaser of the Trust Loan in its capacity as the holder of the Trust Notes (as a result of such
purchase, repurchase or substitution) and (except for the original Companion Loan Notes) on behalf of the holders of the Companion
Loan Notes. Thereafter, such Mortgage File shall be held by the holder of the Trust Notes or a custodian appointed thereby for
the benefit thereof, on behalf of itself and the Companion Loan Holders as their interests appear under the Co-Lender Agreement.
If the related servicing file is not already in the possession of such party, it shall be delivered to the master servicer or
special servicer, as the case may be, under any separate servicing agreement for the Mortgage Loan.


 






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(b)           
With respect to any Companion Loan that becomes the subject of an “asset review” (or such analogous term defined in
the related Other Pooling and Servicing Agreement) pursuant to the related Other Pooling and Servicing Agreement, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator and the Custodian shall reasonably cooperate with the asset representations
reviewer or any other party to the Other Pooling and Servicing Agreement in connection with such asset review by providing the
asset representations reviewer or such other requesting party with any documents reasonably requested by the asset representations
reviewer or such other requesting party (at the expense of the Trust Loan Seller or requesting party), but only to the extent
(i) the requesting party or asset representations reviewer has not been able to obtain such documents from the Trust Loan
Seller or a party to the Other Pooling and Servicing Agreement and (ii) such documents are in the possession of the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator or the Custodian, as the case may be. For the avoidance of doubt,
none of the Servicer, the Special Servicer, the Trustee or the Custodian shall (i) have further obligations for such asset
review or be bound by it or shall (ii) be obligated to provide such documents if providing such documents would, in its reasonable
determination, be a violation of this Agreement or the Co-Lender Agreement.


 


(c)           
Notwithstanding anything in this Agreement to the contrary, but only to the extent required under the Co-Lender Agreement, the
Servicer with respect to the Mortgage Loan when it is not a Specially Serviced Mortgage Loan or Special Servicer with respect
to the Mortgage Loan when it is a Specially Serviced Mortgage Loan, as applicable, shall consult with the Companion Loan Holders
with respect to any matters with respect to the servicing of the Companion Loans to the extent required under the Co-Lender Agreement.
In addition, notwithstanding anything to the contrary, the Servicer or the Special Servicer, as applicable, shall deliver reports
and notices to each Companion Loan Holder to the extent required under the Co-Lender Agreement.


 


(d)           
At any time after a Companion Loan has become part of an Other Securitization Trust and provided that the applicable parties hereto
have received written notice (which may be by email) thereof including contact information for the master servicer and special
servicer with respect to such Other Securitization Trust, all notices, reports, information or other deliverables required to
be delivered to the related Companion Loan Holder pursuant to this Agreement or the Co-Lender Agreement shall be delivered to
the master servicer and special servicer with respect to such Other Securitization Trust (who then may forward such items to the
party entitled to receive such items as and to the extent provided in the related Other Pooling and Servicing Agreement) and,
when so delivered to such master servicer and special servicer, the party hereto that is obligated under this Agreement or the
Co-Lender Agreement to deliver such notices, reports, information or other deliverables shall be deemed to have satisfied its
delivery obligations with respect to such items hereunder or under the Co-Lender Agreement.


 


4.             
DISTRIBUTIONS AND STATEMENTS TO CERTIFICATEHOLDERS


 


4.1.        
Distributions. (a)  On each Distribution Date, to the extent of Aggregate Available Funds, amounts held in the
Lower-Tier Distribution Account shall be withdrawn and distributed to the Upper-Tier REMIC in respect of the Uncertificated Lower-Tier
Interests, for deposit into the Upper-Tier Distribution Account, and to the Class R Certificates in respect of the Class LT-R
Interest in accordance with Section 4.1(b) (to the extent of the Non-VRR Interest


 






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Available
Funds), and immediately thereafter, amounts so distributed to the Upper-Tier REMIC shall be withdrawn from the Upper-Tier Distribution
Account and distributed by the Certificate Administrator in the following amounts:


 


first,
to the Class A and Class X Certificates, on a pro rata basis, based on the Interest Distribution Amount for each such
Class and such Distribution Date, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


second,
to the Class A Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date, until the Certificate
Balance of such Class is reduced to zero;


 


third,
to the Class A Certificates, in an amount up to all Non-VRR Interest Realized Losses previously allocated to such Class and not
reimbursed on prior Distribution Dates;


 


fourth,
to the Class B Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fifth,
to the Class B Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


sixth,
to the Class B Certificates, in an amount up to the amount of all Non-VRR Interest Realized Losses previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


seventh,
to the Class C Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eighth,
to the Class C Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


ninth,
to the Class C Certificates, in an amount up to the amount of all Non-VRR Interest Realized Losses previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


tenth,
to the Class D Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


eleventh,
to the Class D Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 






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twelfth,
to the Class D Certificates, in an amount up to the amount of all Non-VRR Interest Realized Losses previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


thirteenth,
to the Class E Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


fourteenth,
to the Class E Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


fifteenth,
to the Class E Certificates, in an amount up to the amount of all Non-VRR Interest Realized Losses previously allocated to such
Class and not reimbursed on prior Distribution Dates;


 


sixteenth,
to the Class F Certificates, in an amount up to the Interest Distribution Amount for such Class and such Distribution Date;


 


seventeenth,
to the Class F Certificates, in an amount up to the Principal Distribution Amount for such Distribution Date less any portion
of such Principal Distribution Amount distributed pursuant to all prior clauses, until the Certificate Balance of such Class is
reduced to zero;


 


eighteenth,
to the Class F Certificates, in an amount up to the amount of all Non-VRR Interest Realized Losses previously allocated to such
Class and not reimbursed on prior Distribution Dates; and


 


nineteenth,
when the Certificate Balances of all Classes of Sequential Pay Certificates have been reduced to zero and after payment in full
of all unpaid expenses of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In
no event will any Class of Sequential Pay Certificates receive distributions in reduction of its Certificate Balance that, in
the aggregate exceed the original Certificate Balance of such Class. The Notional Amount of the Class X Certificates will be reduced
by the amount of reduction in the aggregate Certificate Balance of the Class A, Class B and Class C Certificates.


 


(2)
On each Distribution Date, the Certificate Administrator is required to apply amounts on deposit in the Upper-Tier Distribution
Account, to the extent of the VRR Interest Available Funds, in the following order of priority:


 


first,
to the VRR Interest, in respect of interest, up to an amount equal to the VRR Interest Interest Distribution Amount for such
Distribution Date;


 


second,
to the VRR Interest, in reduction of the VRR Interest Balance, up to an amount equal to the VRR Interest Principal Distribution
Amount for such Distribution Date, until the VRR Interest Balance of the VRR Interest has been reduced to zero;


 


 



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third,
to the VRR Interest, up to an amount equal to the unreimbursed VRR Interest Realized Losses previously allocated to the VRR
Interest and not reimbursed prior to such Distribution Date; and


 


fourth,
when the VRR Interest Balance of the VRR Interest has been reduced to zero and after payment in full of all unpaid expenses
of the Trust, to the Class R Certificates (in respect of the Class UT-R Interest), any remaining amounts.


 


In
no event will any VRR Interest receive distributions in reduction of its VRR Interest Balance, which in the aggregate exceeds
the original VRR Interest Balance of such VRR Interest. Furthermore, in no event will any reimbursement of VRR Interest Realized
Losses previously allocated to the VRR Interest constitute distributions of principal for any purpose or result in an additional
reduction in the VRR Interest Balance of the VRR Interest.


 


(b)           
On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive (A) distributions
in respect of principal or reimbursement of Realized Losses in an amount equal to the amount of principal or reimbursement of
the Applied Realized Loss Amounts actually distributable to its respective Related Certificates or VRR Interest, as applicable,
as provided in Section 4.1(a), and (B) distributions with respect of reimbursement of Realized Losses in an amount
equal to the reimbursement of Realized Losses actually distributable to its respective Related Certificates, as provided in Section 4.1(g).
On each Distribution Date, each Class of Uncertificated Lower-Tier Interests shall be deemed to receive distributions in
respect of interest in an amount equal to the sum of the Interest Distribution Amount and Interest Shortfall in respect of its
Related Certificates or VRR Interest, as applicable, and, with respect to the Class LA Uncertificated Interest and Class LB Uncertificated
Interest, the Interest Distribution Amount and Interest Shortfall in respect of the Class X Certificates relating to the
corresponding Class X Component, to the extent actually distributable thereon as provided in Section 4.1(a). Amounts
distributable pursuant to this paragraph are referred to herein collectively as the “Lower-Tier Distribution Amount”,
and shall be made by the Certificate Administrator by deeming such Lower-Tier Distribution Amount to be withdrawn from the Lower-Tier
REMIC Distribution Account to be deposited in the Upper-Tier REMIC Distribution Account on each Distribution Date.


 


As
of any date, the principal balance of each Uncertificated Lower-Tier Interest shall equal its Lower-Tier Principal Amount. The
Pass-Through Rate with respect to each Uncertificated Lower-Tier Interest shall be the rate per annum set forth in the
Introductory Statement hereto.


 


Any
amount that remains in the Lower-Tier Distribution Account on each Distribution Date after distribution of the Lower-Tier Distribution
Amount shall be distributed to the Holders of the Class R Certificates (in respect of the Class LT-R Interest, but only to
the extent of the amount remaining in the Lower-Tier Distribution Account, if any).


 


Distributions
to the Class R Certificateholders (in respect of the Class LT-R Interest) from the Lower-Tier Distribution Account and to
the Class R Certificateholders (in respect of the Class UT-R Interest) and to other Certificateholders and the VRR Interest Owner
from the Upper-Tier Distribution Account on each Distribution Date shall be made by the


 






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Certificate
Administrator to each Certificateholder of record on the related Record Date (other than as provided in Section 10.1
in respect of the final distribution) or VRR Interest Owner, by wire transfer in immediately available funds to the account of
such Certificateholder or VRR Interest Owner at a bank or other entity located in the United States and having appropriate facilities
therefor; provided that the Certificate Administrator has received appropriate wire transfer instructions therefrom, or
by check by first class mail to the address set forth therefor in the Certificate Register (in the case of the Certificateholders)
or such address as has been provided to the Certificate Administrator in writing (in the case of the VRR Interest Owner) if wiring
instructions have not been received at least five (5) Business Days prior to the Distribution Date.


 


(c)           
All amounts distributable to a Class of Certificates pursuant to Section 4.1(a) on each Distribution Date shall be
allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests.
Such distributions shall be made on each Distribution Date (after withdrawing any amounts deposited in the Distribution Account
in error and making other permitted withdrawals under this Agreement, to the extent funds are available for such purpose) to each
Certificateholder and VRR Interest Owner of record on the related Record Date by wire transfer of immediately available funds
to the account of such Certificateholder or VRR Interest Owner at a bank or other entity located in the United States and having
appropriate facilities therefor, provided that the Certificate Administrator has received appropriate wire transfer instructions
therefrom, or by check by first class mail to the address set forth therefor in the Certificate Register if wiring instructions
have not been received at least five (5) Business Days prior to the Distribution Date. The final distribution on each Certificate
or on the VRR Interest shall be made in like manner, but only upon presentment and surrender of such Certificate at the location
specified by the Certificate Administrator in the notice to Certificateholders of such final distribution.


 


(d)           
The Certificate Administrator shall, as soon as reasonably possible after notice thereof by the Servicer to the Certificate Administrator
that the final distribution with respect to any Class of Certificates or VRR Interest is expected to be made, post a notice
on the Certificate Administrator’s Website pursuant to Section 8.14(b) and mail to each Holder of such Class
of Certificates or the VRR Interest Owner 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 or VRR Interest shall be made on such Distribution Date, but only upon presentation
and surrender of such Certificates at the office of the Certificate Administrator therein specified; amounts owed to the VRR Interest
Owner will be transferred to the last account on record with the Certificate Administrator; and


 


(ii)           
if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificate or VRR Interest from
and after the end of the Certificate Interest Accrual Period related to such Distribution Date.


 


(e)            
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


 






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non-tendering
Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 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 (1) 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. All such amounts shall be held by the
Certificate Administrator in trust in accordance herewith until the expiration of a two-year period following such second notice,
notwithstanding any termination of the Trust Fund. If within two (2) years after the second notice any such Certificates shall
not have been surrendered for cancellation, the Certificate Administrator shall, to the extent permitted by law, hold all amounts
distributable to the Holders thereof 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, at which time such amounts shall be distributed to the Depositor. 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 4.1(e). Any such
amounts transferred to the Certificate Administrator shall not be invested.


 


(f)            
The Certificate Administrator shall be responsible for the calculations with respect to distributions from the Trust so long as
the Trust Fund has not been terminated in accordance with this Agreement. The Certificate Administrator shall have no duty to
recompile, recalculate or verify the accuracy of information provided to it by the Servicer pursuant to Section 3.18(a) and, in the absence of manifest error in such information, may conclusively rely upon it.


 


(g)           
On each Distribution Date, Non-VRR Interest Realized Losses with respect to the Trust Loan shall be allocated to each Class of
Sequential Pay Certificates in the following order:


 


first,
to the Class F Certificates;


 


second,
to the Class E Certificates;


 


third,
to the Class D Certificates;


 


fourth,
to the Class C Certificates;


 


fifth,
to the Class B Certificates; and


 


sixth,
to the Class A Certificates;


 


in
each case until the Certificate Balance of each such Class has been reduced to zero.


 






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On
any Distribution Date, allocations of Non-VRR Interest Realized Losses to any Class of Sequential Pay Certificates (or portion
thereof) that corresponds to a Class X Component shall result in a corresponding reduction in the Notional Amount of the
Class X Certificates on the same Distribution Date.


 


Additionally,
on each Distribution Date, VRR Interest Realized Losses with respect to the Mortgage Loan shall be allocated to the VRR Interest
to reduce the VRR Interest Balance of the VRR Interest until the VRR Interest Balance has been reduced to zero.


 


4.2.       
Withholding Tax. Notwithstanding any other provision of this Agreement, the Certificate Administrator shall comply with
all federal withholding requirements with respect to payments to Certificateholders, the VRR Interest Owner and other payees that
the Certificate Administrator reasonably believes are applicable under the Code. The consent of Certificateholders, the VRR Interest
Owner or payees shall not be required for any such withholding and such Certificateholders or VRR Interest Owner shall furnish
any information as may be required for the Certificate Administrator to comply with any withholding requirements. In the event
the Certificate Administrator withholds any amount from interest payments or advances thereof or other amounts to any Certificateholder,
the VRR Interest Owner or payee pursuant to federal withholding requirements, amounts so withheld shall be treated as having been
entirely distributed to such Certificateholder, the VRR Interest Owner or payee, and the Certificate Administrator shall indicate
the amount withheld to such Certificateholder, VRR Interest Owner or payee through a report.


 


4.3.       
[RESERVED]


 


4.4.       
Statements to Certificateholders and the VRR Interest Owner. (a)  On each Distribution Date, based on information
provided by the Servicer and the Special Servicer, as applicable, the Certificate Administrator shall prepare and make available
pursuant to Section 8.14(b) to any Privileged Person (including a Privileged Person who provides the Certificate Administrator
with an Investor Certification in the form of Exhibit K-2 hereto) and shall deliver to the Initial Purchasers, a statement,
based upon information supplied to it by the Servicer and the Special Servicer, as applicable, in respect of the distributions
on such Distribution Date (a “Distribution Date Statement”) setting forth:


 


(i)             
for each Class of Regular Certificates and the VRR Interest (1) the amount of the distributions made on such Distribution
Date allocable to interest at the Pass-Through Rate and the amount allocable to principal (separately identifying the amount of
any principal payments (and specifying the source of such payments)), and (2) the amount of interest paid on Advances from
Default Interest and allocable to such Class and the VRR Interest;


 


(ii)            
if the amount of the distribution to the Holders of any Class of Certificates and the VRR Interest is less than the full amount
that would be distributable to such Holders if there were sufficient Non-VRR Interest Available Funds and VRR Interest Available
Funds, the amount of the shortfall allocable to such Class or VRR Interest, stating separately amounts allocable to principal
and interest;


 






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(iii)           
the amount of any Monthly Payment Advance for such Distribution Date;


 


(iv)          
the Certificate Balance or Notional Amount, as the case may be, of each Class of Certificates (other than the Class R Certificates)
and the VRR Interest Balance of the VRR Interest after giving effect to any distribution in reduction of the Certificate Balance,
Notional Amount or VRR Interest Balance, as the case may be, on such Distribution Date and the allocation of Realized Losses on
such Distribution Date;


 


(v)           
the principal balance of the Trust Loan as of the end of the Collection Period for such Distribution Date;


 


(vi)          
the aggregate amount of Unscheduled Payments (and the source of such payments) made with respect to the Mortgage Loan during the
related Collection Period, and the aggregate amount of such payments allocable to the Trust Loan;


 


(vii)         
identification of any Mortgage Loan Event of Default or any Special Servicing Loan Event, any Servicer Termination Event or any
Special Servicer Termination Event under this Agreement that in any case has been declared as of the close of business on the
second Business Day prior to the end of the immediately preceding calendar month;


 


(viii)        
the amount of the servicing compensation (other than the Servicing Fee) paid to the Servicer and the Special Servicer with respect
to such Distribution Date, separately listing any Liquidation Fees or Work-out Fees and any other Borrower charges retained by
the Servicer or the Special Servicer and the amount of compensation paid to the Servicer, the Special Servicer, the Certificate
Administrator, the Trustee and CREFC®, separately listing the Certificate Administrator Fee (including the portion
that is the Trustee Fee if the Trustee and Certificate Administrator are not the same entity), the Special Servicing Fee and the
CREFC® Intellectual Property Royalty License Fee with respect to such Distribution Date;


 


(ix)           
the number of days the Borrower is delinquent in the event that the Borrower is delinquent at least thirty (30) days and the date
upon which any foreclosure proceedings have been commenced;


 


(x)             
whether any of the Properties, as of the close of business on the Payment Date preceding such Distribution Date had become a Foreclosed
Property, together with an identification of same;


 


(xi)           
information with respect to any declared bankruptcy of the Borrower, the Guarantor or the Mezzanine Borrowers;


 


(xii)          
as to any item of Collateral released, liquidated or disposed of during the preceding Collection Period, the identity of such
item and the amount of proceeds of any liquidation or other amounts, if any, received therefrom during the related Collection
Period;


 






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(xiii)         
a list of conveyances or transfers of any of the Properties by the Borrower reported to the Certificate Administrator to the extent
not already reported on the CREFC® Reports provided by the Servicer and posted on the Certificate Administrator’s
Website;


 


(xiv)         
the aggregate amount of all Advances, if any, not yet reimbursed;


 


(xv)          
the amount of any reimbursement of Nonrecoverable Advances paid to the Servicer or the Trustee;


 


(xvi)         
an itemized report identifying any Appraisal Reduction Amount and any Trust Appraisal Reduction Amount;


 


(xvii)        
the amount of Default Interest, if any, and late payment charges, if any, paid by the Borrower during the related Collection Period;


 


(xviii)       
an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates with respect
to the related Distribution Date;


 


(xix)          
the aggregate amount of any Trust Fund Expenses reimbursable or payable by the Borrower under the Mortgage Loan Agreement, and
the amount collected from the Borrower in respect of such Trust Fund Expenses; and


 


(xx)           
the Trust Note Rate and Net Trust Note Rate for each Trust Note and the related Mortgage Loan Interest Accrual Period.


 


The
Depositor, the Trustee, the Certificate Administrator, the Servicer and the Special Servicer may agree to enhance the reporting
requirements of the Distribution Date Statement without Certificateholder or VRR Interest Owner approval.


 


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 or a VRR Interest Owner upon written request to the Certificate
Administrator, a statement containing the information set forth in clauses (i) and (ii) above as to the applicable
Class or VRR Interest, aggregated for such calendar year or applicable portion of such year during which such Person was a Certificateholder
or a VRR Interest Owner, together with such other information required by applicable laws as the Certificate Administrator deems
necessary or desirable, or that a Certificateholder, VRR Interest Owner or Beneficial Owner of a Certificate reasonably requests,
to enable Certificateholders and the VRR Interest Owner to prepare their tax returns for such calendar year or as otherwise required
by law. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that substantially
comparable information shall be provided by the Certificate Administrator pursuant to any requirements of the Code as from time
to time are in force.


 


(b)           
The Certificate Administrator shall make the Distribution Date Statement available to Privileged Persons (including for this purpose
a Privileged Person who provides the Certificate Administrator with an Investor Certification in the form of Exhibit K-2
hereto) on each Distribution Date pursuant to Section 8.14(b). The Certificate Administrator’s obligation
to


 






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provide
such information shall be contingent on the Certificate Administrator’s receipt of such information from the Servicer and
the Special Servicer, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to it
by the Servicer or the Special Servicer without independent verification. To the extent that the information required to be furnished
by the Servicer is based on information required to be provided by the Borrower or the Special Servicer, the Servicer’s
obligation to furnish such information to the Certificate Administrator shall be contingent on its receipt of such information
from the Borrower or the Special Servicer, as applicable. To the extent that the information required to be furnished by the Special
Servicer is based on information required to be provided by the Borrower, the Special Servicer’s obligation to furnish such
information shall be contingent upon receipt of its receipt of such information from the Borrower. The Servicer, the Special Servicer,
the Certificate Administrator and the Trustee shall be entitled to rely on information supplied by the Borrower without independent
verification.


 


The
Certificate Administrator shall, to the extent provided to it by the Servicer in electronic format, make available to Privileged
Persons pursuant to Section 8.14(b) reports or analyses of net operating income from the Property. Such net operating
income reports or analyses shall be prepared pursuant to Section 3.18 by the Servicer in CREFC® format
based on the quarterly, annual and periodic statements and rent rolls with respect to the Property obtained by the Servicer from
the Borrower or from the Special Servicer pursuant to Section 3.15(h).


 


If
so authorized by the Depositor, the Certificate Administrator may make available on its website to any Privileged Person certain
other information with respect to the Trust Loan (subject to the limitations of Section 3.18).


 


The
Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by
virtue of its receipt and posting of such information to the Certificate Administrator’s Website or its filing of such information
pursuant to this Agreement.


 


In
addition, the Certificate Administrator shall make available on its website such information as set forth in Section 8.14(b).


 


4.5.       
Investor Q&A Forum; Investor Registry and Rating Agency Q&A Forum.  (a)  The Certificate Administrator
shall make available, only to Privileged Persons (which for this purpose excludes a Privileged Person who provided the Certificate
Administrator with an Investor Certification substantially in the form of Exhibit K-2 hereto), the Investor Q&A
Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website,
where (i) Certificateholders, the VRR Interest Owner and Beneficial Owners of Certificates who provide the Certificate Administrator
with an Investor Certification substantially in the form of Exhibit K-1 may submit questions to the Certificate Administrator
relating to the Distribution Date Statement, or submit questions to the Servicer or the Special Servicer, as applicable, relating
to the reports being made available pursuant to Section 8.14(b), the Trust Loan or the Properties (each, an “Inquiry”),
and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, together with the answers
thereto. Upon receipt of an Inquiry for the Servicer or the Special Servicer, the Certificate Administrator shall forward the
Inquiry to the appropriate Person (as identified to the Certificate Administrator


 






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by
the Servicer or the Special Servicer, as applicable) at the Servicer or the Special Servicer, as applicable, in each case via
electronic mail within a commercially reasonable period of time following receipt thereof. Following receipt of an Inquiry, the
Certificate Administrator, the 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 Servicer or the Special Servicer, as applicable, shall be by
email to the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable period of time
following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Certificate Administrator’s
Website. If the Certificate Administrator, the Servicer or the Special Servicer, as applicable, 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 and the VRR Interest Owner, (iii) answering
any Inquiry would be in violation of applicable law, the Mortgage Loan Documents or this Agreement, (iv) answering any Inquiry
would, or is reasonably expected to, result in a waiver of attorney client privilege or the disclosure of attorney work product,
(v) answering any Inquiry would materially increase the duties of, or would result in significant additional cost or expense
to, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, as applicable, (vi) answering any Inquiry
would result in the disclosure of communications between the Directing Holder and the Special Servicer, (vii) answering any Inquiry
would require the disclosure of Privileged Information or (viii) answering any Inquiry is otherwise, for any reason, not
advisable to answer, it shall not be required to answer such Inquiry and, in the case of the Servicer or the Special Servicer,
shall promptly notify the Certificate Administrator of such determination. The Certificate Administrator shall notify the Person
who submitted such Inquiry in the event that the Inquiry will not be answered. Any notice by the Certificate Administrator to
the Person who submitted an Inquiry that will not be answered shall include the following statement: “Because the Trust
and Servicing Agreement provides that the Certificate Administrator, the Servicer and the Special Servicer shall not answer an
Inquiry if it determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope of the topics described
in the Trust and Servicing Agreement, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the
Certificateholders and the VRR Interest Owner, (iii) answering any Inquiry would be in violation of applicable law or the
Mortgage Loan Documents, (iv) answering any Inquiry would, or is reasonably expected to, result in a waiver of attorney client
privilege or the disclosure of attorney work product, (v) answering any Inquiry would materially increase the duties of,
or result in significant additional cost or expense to, the Trustee, the Certificate Administrator, the Servicer or the Special
Servicer, as applicable, (vi) answering any Inquiry would result in the disclosure of communications between the Directing
Holder and the Special Servicer, (vii) answering any Inquiry would require the disclosure of Privileged Information or (viii) answering
any Inquiry is otherwise, for any reason, not advisable to answer, no inference should be drawn from the fact that the Certificate
Administrator, the Servicer and/or the Special Servicer has declined to answer the Inquiry.” Answers posted on the Investor
Q&A Forum will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor, the
Initial Purchasers or any of their respective Affiliates. None of the Initial Purchasers, the Depositor, the Servicer, the Special
Servicer, the Trustee or the Certificate Administrator or any of their respective Affiliates will certify to any of the information
posted in the Investor Q&A Forum and no such party shall have any responsibility or liability for the content of any such
information. The Certificate Administrator shall not be required to post to


 






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the
Certificate Administrator’s Website any Inquiry or answer thereto that the Certificate Administrator determines, in its
sole discretion, is administrative or ministerial in nature. No party shall post or otherwise disclose direct communications with
the Directing Holder as part of its response to any Inquiries; provided, that the Certificate Administrator shall have
no obligation to review any inquiry or answer received by it for posting to the Investor Q&A Forum to determine if such inquiry
or answer contains any such direct communication with the Directing Holder, or otherwise to consult with the party from whom such
Inquiry or answer is received to confirm the same, and the Certificate Administrator shall have no liability in connection with
its posting to the Investor Q&A Forum of any Inquiry or answer containing such direct communication. The Investor Q&A
Forum will not reflect questions, answers and other communications that are not submitted via the Certificate Administrator’s
Website.


 


(b)           
The Certificate Administrator shall make available to any Certificateholder and any Beneficial Owner or VRR Interest Owner the
Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s
Website, where Certificateholders and Beneficial Owners and the VRR Interest Owner can register and thereafter obtain contact
information with respect to any other Certificateholder or Beneficial Owner or VRR Interest Owner that has so registered. Any
Person registering to use the Investor Registry shall certify that (a) it is a Certificateholder or a Beneficial Owner or VRR
Interest 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 Persons entitled to access the Investor Registry.
Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email
address, as well as certain optional fields such as address, phone, and Class(es) of Certificates or VRR Interest owned. If any
Certificateholder or Beneficial Owner or VRR Interest 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.


 


(c)            
The Certificate Administrator shall, with the consent of the Depositor, make the Distribution Date Statements, CREFC®
Reports, this Agreement, the Offering Circular and supplemental notices available to certain market data providers upon
receipt by the Certificate Administrator from such Person of a certification substantially in the form of Exhibit O
hereto, which certification may be submitted electronically via the Certificate Administrator’s Website. The Depositor hereby
consents to the provision of such information to Bloomberg, L.P., Trepp, LLC, Intex Solutions, Inc., BlackRock Financial Management,
Inc., Interactive Data Corporation, CMBS.com, Thomson Reuters, Moody’s Analytics and Markit Group Limited, and the provision
of such information shall not constitute a breach of this Agreement by the Certificate Administrator.


 


(d)           
The 17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool.
The “Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information


 






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Provider’s
Website, where NRSROs may (i) submit inquiries to the Certificate Administrator relating to the Distribution Date Statement,
(ii) submit inquiries to the Servicer or the Special Servicer, as applicable, relating to the reports prepared by such parties,
(iii) submit requests for information about the Trust Loan or the Property (each such submission identified in sub-clauses (i),
(ii) and (iii) hereof, a “Rating Agency Inquiry”) or (iv) view Rating Agency Inquiries that
have been previously submitted and answered, together with the responses thereto. Upon receipt of a Rating Agency Inquiry for
the Servicer, the Special Servicer or the Certificate Administrator, the 17g-5 Information Provider shall forward the Rating Agency
Inquiry to the appropriate Person, in each case within a commercially reasonable period of time following receipt thereof. Following
receipt of a Rating Agency Inquiry from the 17g-5 Information Provider, the Certificate Administrator, the Servicer or the Special
Servicer, as applicable, unless it determines not to answer such Rating Agency Inquiry as provided below, shall reply by email
to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable period of time
following receipt of such response) such Rating Agency Inquiry and the related response (or such reports, as applicable) to the
Rating Agency Q&A Forum and Document Request Tool. If the Certificate Administrator, the Servicer or the Special Servicer
determines, in its respective sole discretion, that (i) answering any Rating Agency Inquiry would be in violation of applicable
law, Accepted Servicing Practices, this Agreement or the Mortgage Loan Documents, (ii) answering any Rating Agency Inquiry
would or is reasonably expected to result in a waiver of an attorney-client privilege with, or the disclosure of attorney work
product of, any counsel engaged by the Certificate Administrator, the Servicer or the Special Servicer, as applicable, or (iii)(A) answering
any Rating Agency Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the
Certificate Administrator, the Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the
Servicer or the Special Servicer, as applicable, determines in accordance with the Accepted Servicing Practices (or in good faith,
in the case of the Certificate Administrator) that the performance of such duties or the payment of such costs and expenses is
beyond the scope of its duties in its capacity as Certificate Administrator, Servicer or Special Servicer, as applicable, under
this Agreement, it shall not be required to answer such Rating Agency Inquiry and shall promptly notify the 17g-5 Information
Provider by email of such determination. The 17g-5 Information Provider shall promptly thereafter post the Rating Agency Inquiry
with the reason it was not answered to the Rating Agency Q&A Forum and Document Request Tool. The 17g-5 Information Provider
will not be liable for the failure by any other such Person to answer any such Rating Agency Inquiry. Questions posted on the
Rating Agency Q&A Forum and Document Request Tool shall not be attributed to the submitting NRSRO. Answers posted on the Rating
Agency Q&A Forum and Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers
from any other Person. None of the Initial Purchasers, the Depositor, or any of their respective Affiliates will certify to any
of the information posted in the Rating Agency Q&A Forum and Document Request Tool and no such party shall have any responsibility
or liability for the content of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5
Information Provider’s Website any Rating Agency Inquiry or answer thereto that the 17g-5 Information Provider determines,
in its sole discretion, is administrative or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool
will not reflect questions, answers and other communications that are not submitted via the 17g-5 Information Provider’s
Website.


 



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5.             
THE CERTIFICATES


 


5.1.       
The Certificates.


 


(a)           
The Certificates shall be issued in substantially the respective forms set forth as Exhibits A-1 through A-8 hereto,
with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Agreement
or as may, in the reasonable judgment of the Certificate Registrar, be necessary, appropriate or convenient to comply, or facilitate
compliance, with applicable laws, and may have such letters, numbers or other marks of identification and such legends or endorsements
placed thereon as may be required by law, or as may, consistently herewith, be determined by the officers executing such Certificates,
as evidenced by their execution thereof.


 


(b)           
The Sequential Pay Certificates shall be issued in minimum denominations of $10,000 initial Certificate Balance and integral multiples
of $1,000 in excess of $10,000. If the Original Certificate Balance of any Class of Sequential Pay Certificates does not equal
an integral multiple of $1,000, then a single additional Certificate of such Class may be issued in a minimum denomination of
authorized Original Certificate Balance that includes the excess of (i) the Original Certificate Balance of such Class over
(ii) the largest integral multiple of $1,000 that does not exceed such amount. The Class X Certificates shall be issued,
maintained and transferred only in minimum denominations of authorized initial notional amount of not less than $1,000,000 and
in integral multiples of $1 in excess thereof. The Class R Certificates shall be issued, maintained and transferred in minimum
percentage interests of 10% of such Class R Certificates and integral multiples of 1% in excess thereof.


 


(c)            
One authorized signatory shall sign the Certificates for the Certificate Registrar by manual or facsimile signature. If an authorized
signatory whose signature is on a Certificate no longer holds that office at the time the Certificate Registrar countersigns the
Certificate, the Certificate shall be valid nevertheless. A Certificate shall not be valid until an authorized signatory of the
Certificate Registrar (who may be the same officer who executed the Certificate) manually countersigns the Certificate. The signature
shall be conclusive evidence that the Certificate has been executed and countersigned under this Agreement.


 


5.2.       
Form and Registration. (a)  Each Class of the Certificates (other than the Class R Certificates) sold to an institution
that is a non-U.S. Securities Person in “offshore transactions” (as defined in Rule 902(h) of Regulation S)
in reliance on Regulation S shall initially be represented by a temporary global certificate in definitive, fully registered
form without interest coupons, substantially in the applicable form set forth as an exhibit hereto (each, a “Temporary
Regulation S Global Certificate”), which shall be deposited on the Closing Date on behalf of the purchasers of the 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 the Euroclear
System (“Euroclear”). 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. 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


 






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related
permanent global certificate of the same Class (each, a “Regulation S Global Certificate”) in the applicable
form set forth as an exhibit hereto in accordance with the procedures set forth in Section 5.3(f). 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 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 an 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.


 


(b)           
Except as otherwise set forth in this Agreement, Certificates of each Class offered and sold to QIBs in reliance on Rule 144A
under the Act (“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” and, collectively with the Temporary Regulation S Global Certificates and the Regulation S
Global Certificates, the “Global Certificates”), which shall be deposited with the Certificate Registrar or
an agent of the Certificate Registrar, as custodian for the Depository, and registered in the name of the Depository or a nominee
of the Depository. The aggregate Certificate Balance of a Rule 144A 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 Rule 144A Global Certificate.


 


(c)            
Certificates of each Class that are initially offered and sold to investors that are Institutional Accredited Investors that are
not QIBs and the Class R Certificates (the “Non-Book Entry Certificates”) shall be in the form of Definitive
Certificates, substantially in the applicable form set forth as an exhibit hereto, issued 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; provided, that prior to such transfer the investor executes and delivers to the Certificate
Registrar an Investment Representation Letter.


 


(d)           
Owners of beneficial interests in Global Certificates of any Class shall not be entitled to receive physical delivery of Definitive
Certificates and have Certificates registered in their names 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


 






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with
respect to the Global Certificates of such Class or ceases to be a Clearing Agency, and the Certificate Registrar and the Depositor
are unable to locate a qualified successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed
to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel
that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the
Certificates of such Class; provided, however, that under no circumstances will Definitive 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.


 


5.3.       
Registration of Transfer and Exchange of Certificates. (a)  The Certificate Administrator shall keep or cause
to be kept at the Corporate Trust Office books (the “Certificate Register”) in which, subject to such reasonable
regulations as it may prescribe, the Certificate Administrator shall provide for the registration of Certificates and of transfers
and exchanges of Certificates as herein provided (the Certificate Administrator, in such capacity, being the “Certificate
Registrar”). In such capacities, the Certificate Administrator shall be responsible for, among other things, (i) maintaining
the Certificate Register and a record of the aggregate holdings of Certificates of each Class 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 Servicer and the Special Servicer any notices from
the Certificateholders.


 


(b)           
Subject to the restrictions on transfer set forth in this Article 5, upon surrender for registration of transfer of
any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Certificates in authorized denominations, in like aggregate interest and of the same Class.


 


(c)            
Rule 144A Global Certificate to Temporary Regulation S Global Certificate. If a holder of a beneficial interest in a Rule
144A Global Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time 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 who 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 5.7, 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


 






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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 account to be credited with such increase and the name of such account
and (3) a certificate in the form of Exhibit C hereto given by the holder of such beneficial interest stating
that the transfer of such interest has been made in compliance with the transfer restrictions applicable to the 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) 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 a Rule 144A Global
Certificate deposited with the Certificate Registrar as custodian for the Depository wishes at any time 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 a Person who 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 5.7, 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 D hereto given by the holder of such beneficial interest stating (A) that
the transfer of such interest has been made in compliance with the transfer restrictions applicable to the Global Certificates
and pursuant to and in accordance with Regulation S, or (B) that the transferee is otherwise entitled to hold its interest
in the applicable Certificates in the form of an interest in the Regulation S Global Certificate, without any registration of
such Certificates under the Act (in which case such certificate shall enclose an Opinion of Counsel to such effect and such other
documents as the Certificate Registrar may reasonably require), then the Certificate Registrar shall instruct the Depository to
reduce, or cause to be reduced, the Certificate Balance of the Rule 144A 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.


 






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(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 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 5.7, of (1) instructions from Euroclear 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, a certificate in the form of Exhibit E hereto 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 QIB and is obtaining such beneficial interest in a
transaction meeting the requirements of Rule 144A, then the Certificate Registrar shall instruct the Depository to reduce, or
cause to be reduced, the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S Global Certificate
and to increase, or cause to be increased, the Certificate Balance of the Rule 144A Global Certificate by the aggregate Certificate
Balance of the beneficial interest in the Temporary Regulation S Global Certificate or Regulation S Global Certificate
to be exchanged, and the Certificate Registrar shall instruct the Depository, concurrently with such reduction, to credit, or
cause to be credited, to the account of the Person specified in such instructions, a beneficial interest in the Rule 144A Global
Certificate equal to the reduction in the Certificate Balance of the Temporary Regulation S Global Certificate or Regulation S
Global Certificate and to debit, or cause to be debited, from the account of the Person making such exchange or 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 a certificate (a “Non-U.S. Beneficial
Ownership Certification”) to the effect that Euroclear has received a certificate substantially in the form of Exhibit F hereto 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. 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


 






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the
Regulation S Global Certificate. The delivery to the Certificate Registrar by Euroclear 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 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 wishes at any time to exchange
its interest in such Non-Book Entry Certificate for an interest in a Global Certificate of the same Class, or to transfer all
or part of such Non-Book Entry Certificate to a Person who is entitled to take delivery thereof in the form of an interest in
a Global Certificate, such Holder may, subject to the rules and procedures of Euroclear, 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 5.7,
of (1) such Non-Book Entry Certificate, duly endorsed as provided herein, (2) instructions from such Holder directing
the Certificate Registrar, as registrar, to credit, or cause to be credited, a beneficial interest in the applicable Global Certificate
equal to the portion of the Certificate Balance of the Non-Book Entry Certificate to be exchanged, such instructions to contain
information regarding the participant account with the Depository to be credited with such increase and (3) a certificate
in the form of Exhibit G hereto (in the event that the applicable Global Certificate is the Temporary Regulation S
Global Certificate), in the form of Exhibit H hereto (in the event that the applicable Global Certificate is the Regulation
S Global Certificate) or in the form of Exhibit I hereto (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, shall, if applicable, execute, authenticate and deliver to the transferor a new Non-Book Entry
Certificate equal to the aggregate Certificate Balance of the portion retained by such transferor 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 Person 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)           
Non-Book Entry Certificates on Initial Issuance Only. Subject to the issuance of Definitive Certificates, if and when permitted
by Section 5.2(d), no Non-Book Entry Certificate shall be issued to a transferee of an interest in any Rule 144A
Global Certificate, Temporary Regulation S Global Certificate or Regulation S Global Certificate or to a transferee
of a Non-Book Entry Certificate (or any portion thereof).


 






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(i)            
[RESERVED]


 


(j)            
Other Exchanges. In the event that a Global Certificate is exchanged for a Definitive Certificate, such Certificates may
be exchanged only in accordance with such procedures as are substantially consistent with the provisions of clauses (c) through (f) above (including the certification requirements intended to ensure that such transfers comply with Rule
144A or Regulation S, 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 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 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 or, with respect to Non-Book Entry Certificates, that such Certificates are not “restricted”
within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall authenticate
and deliver Certificates that do not bear such legend.


 


(m)          
All Certificates surrendered for registration of transfer and exchange shall be canceled and subsequently destroyed by the Certificate
Registrar in accordance with the Certificate Registrar’s customary procedures.


 


(n)           
No Class E, Class F 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 provisions of ERISA or to Section 4975
of the Code or a governmental plan (as defined in Section 3(32) of ERISA) or other plan that is subject to any federal, state
or local law that is, to a material extent, similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”)
(each, a “Plan”), or (ii) any Person acting on behalf of any such Plan or using the assets of a Plan to purchase
such Certificate, other than (in the case of the Class E or Class F Certificates) an insurance company using assets of its general
account under circumstances whereby such purchase and the subsequent holding of such Class E or Class F Certificates by such insurance
company will be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under
Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60, or, in the case of a Plan subject
to Similar Law, where its acquisition, holding and disposition of such Certificates will not constitute or result in a non-exempt
violation of Similar Law. Each prospective transferee of a Class E, Class F or Class R Certificate in the form of a Definitive
Certificate shall deliver to the transferor, the Certificate Registrar and the Certificate Administrator a representation letter,
substantially in the form of Exhibit J-3, stating that the prospective transferee is not a Person described in clause
(i) or clause (ii) of the immediately


 






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preceding
sentence. Each transferee of an interest in a Class E or Class F Certificate represented by a Global Certificate will be deemed
to represent that it is not a Person described in clause (i) or clause (ii) of the second preceding sentence. No Class A,
Class X, Class B, Class C or Class D Certificate may be purchased by or transferred to any prospective purchaser or transferee
that is or will be a Plan, or any Person acting on behalf of any such plan or using the assets of a Plan to purchase such Certificate,
unless (A) the purchaser is an “accredited investor” within the meaning of Rule 501(a)(1) of Regulation D of the Act
and (B) the acquisition, holding and disposition of such Certificate by the purchaser will not constitute or otherwise result
in a non-exempt prohibited transaction under ERISA or Section 4975 of the Code (or 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)           
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
of a Residual Ownership Interest 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, 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 J-1 (a “Transferee Affidavit”) of the
proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed
transferee historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee
understands that, as the holder of a Residual Ownership Interest, it may incur liabilities in excess of cash flows generated by
the residual interest, (3) the proposed transferee intends to pay taxes associated with holding the Residual Ownership Interest
as they become due, (4) the proposed transferee will not cause income with respect to the Residual Ownership Interest to
be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of


 






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such
proposed transferee or any other U.S. Person, (5) the proposed transferee will not transfer the Residual Ownership Interest
to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such
Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that
is not a Permitted Transferee, and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions
of this Section 5.3(n) and (y) other than in connection with the initial issuance of a Class R Certificate, require
a statement from the proposed transferor substantially in the form attached as Exhibit J-2 (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are
false.


 


(iii)           
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no transfer
to such proposed transferee shall be effected and such proposed transfer shall not be registered on the Certificate Register;
provided, 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
Section 860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total
anticipated excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such transfer.
At the election of the Certificate Registrar, the Certificate Registrar may charge a reasonable fee for computing and furnishing
such information to the transferor or to such agent referred to above; provided, however, such Persons shall in
no event be excused from furnishing such information.


 


(iv)          
The Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs.


 


(p)           
No transfer, sale, pledge or other disposition of any Certificate or interest therein shall be made unless that transfer, sale,
pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any applicable state
securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the Depositor, the Servicer,
the Special Servicer, the Trustee, the Certificate Administrator nor the Certificate Registrar are obligated to register or qualify
the Certificates under the Act or any other securities law or to take any action not otherwise required under this Agreement to
permit the transfer of such Certificates without registration or qualification.


 






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(q)           
During the Risk Retention Period, no Person shall be permitted to own, directly or indirectly, any interest in the VRR Interest
other than the Retaining Sponsor.


 


(r)            
The Retaining Sponsor shall be deemed by virtue of its acceptance of the VRR Interest to represent to the Trust and the Certificate
Administrator (for the benefit of the borrowers) that it is not a Non-Exempt Person. Contemporaneously with the execution of this
Agreement and from time to time as necessary during the term of the Agreement, the VRR Interest Owner shall deliver to the Certificate
Administrator evidence satisfactory to the Certificate Administrator substantiating that it is not a Non-Exempt Person and that
the Certificate Administrator is not obligated under applicable law to withhold Taxes on sums paid to it with respect to the Mortgage
Loan or otherwise under this Agreement. Without limiting the effect of the foregoing, (a) if the VRR Interest Owner is created
or organized under the laws of the United States, any state thereof or the District of Columbia, it shall satisfy the requirements
of the preceding sentence by furnishing to the Certificate Administrator an Internal Revenue Service Form W-9 and (b) if the VRR
Interest Owner is not created or organized under the laws of the United States, any state thereof or the District of Columbia,
and if the payment of interest or other amounts by the borrowers is treated for United States income tax purposes as derived in
whole or part from sources within the United States, the VRR Interest Owner shall satisfy the requirements of the preceding sentence
by furnishing to the Certificate Administrator an Internal Revenue Service Form W-8ECI, Form W-8IMY (with appropriate attachments),
Form W-8BEN or Form W-8BEN-E, or successor forms, as may be required from time to time, duly executed by the VRR Interest Owner,
as evidence of the VRR Interest Owner’s exemption from the withholding of United States tax with respect thereto. The Certificate
Administrator shall not be obligated to make any payment hereunder to the VRR Interest Owner in respect of the VRR Interest or
otherwise until the VRR Interest Owner shall have furnished to the Certificate Administrator the forms, certificates, statements
or documents required by this Section 5.3(r).


 


(s)            
Each purchaser that is a Plan subject to Section 406 of ERISA or Section 4975 of the Code (an “ERISA Plan”)
or is acting on behalf of or using the assets of an ERISA Plan will be deemed to have represented and warranted that (i) none
of the Depositor, any Initial Purchaser, the Trustee, the Certificate Administrator, the Servicer or the Special Servicer, or
any of their affiliates has provided any investment advice within the meaning of Section 3(21) of ERISA (and regulations thereunder)
to the ERISA Plan, or to any fiduciary or other person making the decision to invest the assets of the ERISA Plan (“Fiduciary”),
in connection with its acquisition of Certificates, and (ii) the Fiduciary is exercising its own independent judgment in evaluating
the transaction.


 


5.4.       
Mutilated, Destroyed, Lost or Stolen Certificates. If (a) any mutilated Certificate is surrendered to the Certificate
Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction, loss or theft of any Certificate
and (b) there is delivered to the Certificate Registrar such security or indemnity as may be required by it to save it harmless,
then, in the absence of actual notice to the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser,
the Certificate Registrar shall execute, authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed,
lost or stolen Certificate, a new Certificate of like tenor and interest in the Trust Fund. In connection with the issuance of
any new Certificate under this Section 5.4, the Certificate Registrar may require the payment of a sum sufficient
to cover any expenses (including the fees and expenses of the Certificate


 






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Registrar)
connected therewith. Any replacement Certificate issued pursuant to this Section 5.4 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.


 


5.5.       
Persons Deemed Owners. The Servicer, the Special Servicer, the Certificate Administrator, the Trustee and the Certificate
Registrar, and any agent of any of them, may treat the Person in whose name any Certificate is registered as the owner of such
Certificate for the purpose of receiving distributions as provided in this Agreement and for all other purposes whatsoever, and
neither the Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate Registrar, nor any agent
of any of them shall be affected by any notice to the contrary; provided, however, that to the extent that a party
to this Agreement responsible for distributing any report, statement or other information required to be distributed to Certificateholders
or the VRR Interest Owner has been provided an Investor Certification by a Beneficial Owner (or prospective transferee of a Certificate),
such party to this Agreement shall distribute such report, statement or other information to such Beneficial Owner (or such prospective
transferee).


 


5.6.       
Access to List of Certificateholders’ Names and Addresses; Special Notices.


 


The
Certificate Registrar shall maintain in as current a form as is reasonably practicable the most recent list available to it of
the names and addresses of the Certificateholders. If any Certificateholder that has provided an Investor Certification (a) requests
in writing from the Certificate Registrar a list of the names and addresses of Certificateholders, (b) states that such Certificateholder
desires to communicate with other Certificateholders with respect to its rights under this Agreement or under the Certificates
and (c) provides a copy of the communication which such Certificateholder proposes to transmit, then the Certificate Registrar
shall, within ten (10) Business Days after the receipt of such request, afford such Certificateholder access during normal business
hours to a current list of the Certificateholders. Every Certificateholder, by receiving and holding a Certificate, agrees that
the Certificate Registrar and the Certificate Administrator 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 such information was derived.
The Servicer, the Special Servicer, the Trustee and the Depositor shall be entitled to a list of the names and addresses of Certificateholders
from time to time upon request therefor and any reasonable costs associated therewith shall be a Trust Fund Expense.


 


Upon
the written request of any Certificateholder, VRR Interest Owner or Beneficial Owner that (a) has provided an Investor Certification,
(b) states that such Certificateholder, VRR Interest Owner or Beneficial Owner desires the Certificate Administrator to transmit
a notice to all Certificateholders or Beneficial Owner stating that such Certificateholder, VRR Interest Owner or Beneficial Owner
wishes to be contacted by other Certificateholders or Beneficial Owners, setting forth the relevant contact information and briefly
stating the reason for the requested contact (a “Special Notice”) and (c) provides a copy of the Special
Notice which such Certificateholder, VRR Interest Owner or Beneficial Owner proposes to transmit, the Certificate Administrator
shall post such Special Notice to the Certificate


 






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Administrator’s
Website pursuant to Section 8.14(b) and shall mail such Special Notice to all Certificateholders and the VRR Interest
Owner at their respective addresses appearing on the Certificate Register. The costs and expenses of the Certificate Administrator
associated with delivering any such Special Notice shall be borne by the party requesting such Special Notice. Every Certificateholder
and Beneficial Owner, by receiving and holding a Certificate, agrees that neither the Certificate Administrator nor the Certificate
Registrar shall be held accountable by reason of the disclosure of any such Special Notice to Certificateholders, regardless of
the information set forth in such Special Notice.


 


5.7.        
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 Wells Fargo Bank, National Association, 600 South 4th Street, 7th Floor,
MAC N9300-070, Minneapolis, MN 55479 as its office for such purposes. The Certificate Registrar shall give prompt written notice
to the Certificateholders, the VRR Interest Owner and the Borrower of any change in the location of the Certificate Register or
any such office or agency.


 


6.             
THE DEPOSITOR, THE SERVICER AND THE SPECIAL SERVICER


 


6.1.        
Respective Liabilities of the Depositor, the Servicer and the Special Servicer. The Depositor, the Servicer and the Special
Servicer each shall be liable in accordance herewith only to the extent of the obligations specifically imposed by this Agreement.


 


6.2.        
Merger or Consolidation of the Servicer or the Special Servicer. Each of the Servicer and the Special Servicer shall keep
in full effect its existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance
with the laws of all jurisdictions to the extent necessary to perform its duties under this Agreement.


 


Any
Person into which the Servicer or the Special Servicer may be merged or consolidated, or any Person resulting from any merger
or consolidation to which the Servicer or the Special Servicer shall be a party, or any Person succeeding to the business of the
Servicer or the Special Servicer, shall be the successor of the Servicer or the Special Servicer as the case may be, hereunder,
and shall be deemed to have assumed all of the liabilities and obligations of such Servicer or the Special Servicer hereunder,
without the execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the
contrary notwithstanding; provided, however, unless such successor or surviving Person is the Servicer or the Special
Servicer, each of the Certificate Administrator and the Trustee shall have received a Rating Agency Confirmation before any such
surviving Person shall be deemed to be the successor of the Servicer or the Special Servicer, as the case may be, hereunder.


 


6.3.       
Limitation on Liability of the Depositor, the Servicer, the Special Servicer and Others. (a)  Neither the Depositor,
the Servicer, the Special Servicer nor any of their respective directors, officers, members, managers, partners, employees, Affiliates
or agents shall be under any liability to the Trust, the Certificateholders, the VRR Interest Owner, any Companion Loan Holder
or the Directing Holder for any action taken or for refraining from the


 






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taking
of any action in good faith pursuant to this Agreement, or for any action taken or not taken at the direction of Certificateholders,
the VRR Interest Owner, the Companion Loan Holders or the Directing Holder in accordance with this Agreement or for errors in
judgment, that does not violate any law, Accepted Servicing Practices, the provisions of this Agreement, the Co-Lender Agreement
or the Intercreditor Agreement; provided, however, that this provision shall not protect the Depositor, the Servicer,
the Special Servicer or any such other Person against any breach of warranties or representations made herein or any liability
which would otherwise be imposed by reason of willful misconduct, bad faith or negligence in the performance of its duties or
by reason of negligent disregard of its obligations and duties hereunder. The Depositor, the Servicer, the Special Servicer and
any of their respective directors, officers, employees, members, managers, partners, Affiliates or agents may reasonably rely
on any document of any kind prima facie properly executed and submitted by any Person respecting any matters arising hereunder.
The Depositor, the Servicer, the Special Servicer and any of their respective directors, officers, members, managers, partners,
employees, agents, Affiliates or other “controlling persons” within the meaning of Section 15 of the Act or Section 20
of the Exchange Act (“Controlling Persons”), shall be indemnified by the Trust and held harmless against any
loss, liability, claim, demand or expense (including reasonable legal fees and expenses and expenses relating to the enforcement
of this indemnity) incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures, judgments
or liabilities relating to this Agreement, the Mortgage Loan, the Co-Lender Agreement, the Properties, the Certificates or the
VRR Interest Owner (except as any such loss, liability or expense shall be otherwise reimbursable and reimbursed pursuant to this
Agreement), other than any loss, liability or expense incurred by reason of willful misconduct, bad faith or negligence by it
in the performance of its duties hereunder or by reason of its negligent disregard of its obligations and duties hereunder. The
Trust shall reimburse all amounts for which a party is entitled to indemnification under this Section 6.3(a) as such expenses
are incurred. Neither the Depositor, the Servicer nor Special Servicer shall be under any obligation to appear in, prosecute or
defend any legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve
it in any expense or liability; provided, however, that the Depositor, the Servicer or the Special Servicer may,
in its discretion, undertake any such action which it may deem necessary or desirable (in the case of the Servicer or the Special
Servicer, in accordance with Accepted Servicing Practices) in respect of this Agreement and the rights and duties of the parties
hereto and the interests of the Certificateholders, the Companion Loan Holders and the VRR Interest Owner hereunder. In such event,
the legal expenses and costs of such action and any liability resulting therefrom shall be expenses, costs and liabilities of
the Trust, and the Depositor, the Servicer and the Special Servicer shall be entitled to be reimbursed therefor pursuant to Section 3.4(c) from funds on deposit in the Collection Account or the Distribution Account. Subject to Section 6.6, neither the Servicer
nor the Special Servicer shall be accountable for the use or application by the Depositor of any of the Certificates or of the
proceeds of such Certificates or for the use or application by the Trustee or Certificate Administrator of any funds paid to the
Trustee or the Certificate Administrator, as applicable, in respect of the Mortgage Loan deposited into or withdrawn from the
Distribution Account or any account (other than the Collection Account and the Foreclosed Property Account and any other account
maintained by the Servicer, the Special Servicer or any Sub-Servicer pursuant to this Agreement) maintained by or on behalf of
the Trustee or the Certificate Administrator (except to the extent that any such account is held by the Servicer or the Special
Servicer in its commercial


 






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capacity),
or for investment of such amounts (other than investments made with the Servicer or the Special Servicer in its commercial capacity).


 


(b)           
In order to comply with Applicable Banking Law, the Servicer and the Special Servicer, as the case may be, may be required to
obtain, verify and record certain information relating to individuals and entities that maintain a business relationship with
the Servicer or the Special Servicer. Accordingly, each of the parties hereto agrees to provide to the Servicer and the Special
Servicer, upon its respective request from time to time, such identifying information and documentation as may be available for
such party in order to enable the Servicer and the Special Servicer to comply with Applicable Banking Law.


 


(c)           
The Depositor shall not be obligated to monitor or supervise the performance of the Servicer, the Special Servicer, the Trustee
or the Certificate Administrator under this Agreement.


 


(d)           
Subject to Sections 3.1, 6.6 and 8.5(b) and Accepted Servicing Practices, each of the Servicer and the Special
Servicer may consult with counsel, and any written advice of such counsel or 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
advice or Opinion of Counsel.


 


6.4.       
Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) Each of the Servicer and
Special Servicer may resign and subject to the rights of the Directing Holder under this Agreement with respect to appointment
of a Special Servicer, assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity,
provided that:


 


(i)            
the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage
servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United
States or of any state of the United States or the District of Columbia, authorized under such laws to perform the duties of the
Servicer or the Special Servicer, as the case may be, (B) shall execute and deliver to the Trustee an agreement in form and
substance reasonably satisfactory to the Trustee, 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 Servicer or the Special Servicer, as the case
may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such
agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer
or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not
to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer or the Special Servicer,
as the case may be, as provided in Section 2.6, and (D) shall not be a Borrower Affiliate;


 


(ii)            
Rating Agency Confirmation has been received;


 






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(iii)           
the Servicer or the Special Servicer, as the case may be, 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 6.4(a);


 


(iv)           
the rate at which any servicing compensation (any component thereof) is calculated shall not exceed the rate specified herein;
and


 


(v)            
the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee, the Trust, and the Rating Agency for any
expenses of such assignment, sale or transfer.


 


Upon
satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the
Special Servicer, as the case may be, hereunder. Notwithstanding the foregoing, no replacement of the Special Servicer shall be
effective until any Form 8-K filings have been completed with respect to the Companion Loans as contemplated under Section
13.2.


 


(b)           
Subject to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer
nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance
of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law
with any other activities carried on by it. Neither the Special Servicer nor any of its Affiliates may be appointed as the special
servicer of any Mezzanine Loan or a subservicer of the special servicer of any Mezzanine Loan. Any such determination permitting
the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered
to the Trustee, the Depositor, and, so long as no Consultation Termination Event is continuing, the Directing Holder. No resignation
by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or a successor
Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special
Servicer, as applicable, under this Agreement in accordance with Section 7.2. Notwithstanding the previous sentence,
each of the Servicer and the Special Servicer may assign its duties and obligations under this Agreement under certain limited
circumstances as described herein. In connection with any such resignation, the successor special servicer shall either (i) prior
to the occurrence and continuance of a Control Termination Event, be appointed by the Directing Holder in accordance with Section
7.1; or (ii) during the continuance of a Control Termination Event, be appointed by the Trustee and otherwise satisfy the
requirements for a successor special servicer set forth in Section 6.4(a).


 


6.5.       
Ethical Wall.


 


(a)           
The Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure that
divisions and individuals of the Servicer making Investment Decisions (such division and individuals, “Servicer Investment
Personnel”) will not obtain Confidential Information from the division and individuals of the Servicer who are involved
in the performance of the duties of the Servicer hereunder (such divisions and individuals, “Servicer Servicing Personnel”)
and the Servicer Servicing Personnel will not obtain information regarding Investments from Servicer Investment Personnel. The
Servicer represents


 






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that
policies and procedures restricting the flow of information exist, and shall be maintained by the Servicer, between Servicer Investment
Personnel, on the one hand, and Servicer Servicing Personnel, on the other, and that such policies and procedures restricting
the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure of
Confidential Information from Servicer Servicing Personnel to Servicer Investment Personnel and (b) policies and procedures
against the disclosure of information regarding Investments from Servicer Investment Personnel to Servicer Servicing Personnel.
The senior management personnel of the Servicer and/or its Affiliate who have obtained Confidential Information in the course
of their exercise of general managerial responsibilities may not participate in or use that information to influence Investment
Decisions; nor may they pass that information to others for use in such activities; nor may such senior management personnel who
have obtained information regarding Investments in the course of their exercise of general managerial responsibilities use that
information to influence servicing recommendations. Notwithstanding anything herein to the contrary, the delivery or provision
by the Servicer of information or reports as required by this Agreement shall not constitute a violation or default of this Section 6.5(a).


 


(b)           
The Special Servicer shall maintain reasonable policies and procedures, taking into account the nature of its business, to ensure
that divisions and individuals of the Special Servicer making Investment Decisions (such division and individuals, “Special
Servicer Investment Personnel”) will not use Confidential Information received from the division and individuals of
the Special Servicer who are involved in the performance of the duties of the Special Servicer hereunder (such divisions and individuals,
“Special Servicer Servicing Personnel”) in a manner that violates any applicable law including, but not limited
to, any securities laws and the Special Servicer Investment Personnel will not provide information regarding its decisions relating
to Investments in the Certificates to Special Servicer Servicing Personnel. The Special Servicer represents that policies and
procedures restricting the flow of information exist, and shall be maintained by the Special Servicer, between Special Servicer
Investment Personnel, on the one hand, and Special Servicer Servicing Personnel, on the other, and that such policies and procedures
restricting the flow of information operate in both directions so as to include (a) policies and procedures against the disclosure
of Confidential Information from Special Servicer Servicing Personnel to Special Servicer Investment Personnel and (b) policies
and procedures restricting the disclosure of information regarding Special Servicer Investment Personnel decisions relating to
Investments in the Certificates to Special Servicer Servicing Personnel. The senior management personnel of the Special Servicer
and/or its Affiliate who have obtained Confidential Information in the course of their exercise of general managerial responsibilities
may not use that information to influence Investment Decisions with respect to the Certificates; nor may they pass that information
to others for use in such activities, to the extent the use of such Confidential Information violates the securities laws; nor
may such senior management personnel who have obtained information regarding Investments in the course of their exercise of general
managerial responsibilities use that information to influence servicing recommendations. Notwithstanding anything herein to the
contrary, the delivery or provision by the Special Servicer of information or reports as required by this Agreement shall not
constitute a violation or default of this Section 6.5(b).


 


The
Servicer and the Special Servicer shall afford the Depositor, upon reasonable notice, during normal business hours access to all
non-confidential, non-proprietary records,


 






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including
those in electronic form, documentation, records or any other information regarding the Mortgage Loan that are in its possession
or control hereunder and access to its officers responsible therefor. The Depositor shall not have any responsibility or liability
for any action or failure to act by the Servicer or the Special Servicer and is not obligated to supervise the performance of
the Servicer and the Special Servicer under this Agreement or otherwise.


 


6.6.           
Indemnification by the Servicer, the Special Servicer and the Depositor.


 


(a)           
Each of the Servicer, the Special Servicer and the Depositor, as applicable and severally and not jointly, shall indemnify and
hold harmless the Trust from and against any claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and
expenses and related costs, judgments and other costs and expenses incurred by the Trust that arise out of or are based upon (i) a
breach by the Servicer, the Special Servicer or the Depositor, as applicable, of its representations and warranties, as applicable,
under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Servicer, the Special Servicer
or the Depositor in the performance of such obligations or its negligent disregard of its obligations under this Agreement.


 


(b)           
Each of the Servicer and the Special Servicer, severally and not jointly, shall indemnify and hold harmless the Companion Loan
Holders from and against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related
costs, judgments, and any other costs, fees and expenses that the Companion Loan Holders may sustain in connection with this Agreement
that arise out of or are based upon the Servicer’s or the Special Servicer’s, as the case may be, willful misconduct,
bad faith or negligence in the performance of its obligations and duties hereunder or by reason of negligent disregard of its
obligations and duties hereunder.


 


7.             
SERVICER TERMINATION EVENTS; TERMINATION OF SPECIAL SERVICER WITHOUT CAUSE


 


7.1.        Servicer
Termination Events; Special Servicer Termination Events. (a)  “Servicer Termination Event,”
or “Special Servicer Termination Event” wherever used herein with respect to the Servicer or the Special
Servicer, as the case may be, 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 Servicer or the Special Servicer, as applicable, to remit any payment required to be made or remitted by it
(other than Advances described under clause (ii) below) when required to be remitted under the terms of this Agreement
by 11:00 a.m., New York time, on the Business Day following the day on which such remittance was required to be made;


 


(ii)            
any failure of the Servicer to (a) make any Monthly Payment Advance required to be made pursuant to this Agreement on or
prior to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date,
(b) make any Administrative Advance required to be made pursuant to this Agreement on or


 









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prior
to the applicable Remittance Date that is not cured by 11:00 a.m., New York time, on the related Distribution Date, or (c) make
the Property Protection Advance required to be made pursuant to this Agreement when the same is due and such failure continues
unremedied for ten (10) Business Days (or such shorter period (not less than one Business Day) as would prevent a lapse in insurance
or a delinquent payment of real estate taxes) following the date on which the Servicer receives notice of such lapse or delinquency
thereof or should have received such notice if it had been acting in accordance with Accepted Servicing Practices;


 


(iii)          
any failure by the Servicer or the Special Servicer, as applicable, to observe or perform in any material respect any other of
its covenants or agreements or the material breach of its representations or warranties under this Agreement, which failure shall
continue unremedied for a period of thirty (30) days after the date on which written notice of such failure shall have been given
to the Servicer or the Special Servicer, as applicable, by the Trustee or to the Servicer or the Special Servicer, as applicable,
and the Trustee by the Holders of Sequential Pay Certificates evidencing not less than 25% of the aggregate Voting Rights of all
then outstanding Sequential Pay Certificates or, with respect to a Companion Loan affected by such breach, by the related Companion
Loan Holder; provided, however, that, with respect to any such failure that is not curable within such thirty (30)
day period, the Servicer or the Special Servicer, as applicable, will have an additional cure period of thirty (30) days to effect
such cure so long as the Servicer or the Special Servicer, as appropriate, has commenced to cure such failure within the initial
thirty (30) day period and has provided the Trustee with an officer’s certificate certifying that it has diligently pursued,
and is continuing to diligently pursue, such cure;


 


(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 Servicer or the Special Servicer, as applicable,
and such decree or order shall have remained in force undischarged or unstayed for a period of sixty (60) days; provided,
however, that, with respect to any such decree or order that cannot be discharged, dismissed or stayed within such sixty
(60) day period, the Servicer or the Special Servicer, as applicable, will have an additional period of thirty (30) days to effect
such discharge, dismissal or stay so long as it has commenced proceedings to have such decree or order dismissed, discharged or
stayed within the initial sixty (60) day period and has diligently pursued, and is continuing to pursue, such discharge, dismissal
or stay;


 


(v)           
the Servicer or the Special Servicer, as applicable, 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 Servicer or the Special Servicer or of or relating to all or substantially all of
its property;


 






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(vi)          
the 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 insolvency or reorganization statute, make an assignment for the benefit
of its creditors, or voluntarily suspend payment of its obligations;


 


(vii)         
[RESERVED]


 


(viii)        
the 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 U.S. Commercial Mortgage Special Servicer, as applicable, and the Servicer or the Special Servicer,
as the case may be, is not reinstated to such status within 60 days;


 


(ix)           
a Companion Loan Rating Agency has (A) qualified, downgraded or withdrawn its rating or ratings of one or more classes of Companion
Loan Securities, or (B) placed one or more classes of Companion Loan Securities on “watch status” in contemplation
of rating downgrade or withdrawal and, in the case of either of clauses (A) or (B), citing servicing concerns with the Servicer
or the Special Servicer, as applicable as the sole or material factor in such rating action (and such qualification, downgrade,
withdrawal or “watch status” placement has not been withdrawn by such Companion Loan Rating Agency within sixty (60)
days of such event); and


 


(x)            
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Servicer or the Special
Servicer, as applicable, or any primary servicer, Sub-Servicer or Servicing Function Participant (such entity, the “Sub-Servicing
Entity”) retained by the Servicer or the Special Servicer, shall fail to deliver the items required to be delivered
to such Other Securitization Trust as required by this Agreement to enable such Other Securitization Trust to comply with its
reporting obligations under the Exchange Act within 5 Business Days of such failure to comply with the requirements set forth
in Article 13, including any applicable grace periods (and any Sub-Servicing Entity that defaults in accordance with this
Section 7.1(a)(x) shall be terminated at the direction of the Depositor).


 


(b)           
Upon the occurrence of any Servicer Termination Event or Special Servicer Termination Event, the Trustee shall upon actual knowledge
by a Responsible Officer promptly notify the Certificate Administrator in writing. The Certificate Administrator shall, upon receipt
of such notice (or receipt of a notice from the Servicer or the Special Servicer of the occurrence of a Servicer Termination Event
or Special Servicer Termination Event), (i) post such notice on the Certificate Administrator’s Website pursuant to Section 8.14(b),
(ii) provide such notice to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b), (iii) provide notice to the Companion Loan Holders, and
(iv)  provide notice of the same to the Certificateholders by mail, to the addresses set forth on the Certificate Register,
unless the related Servicer Termination Event or Special Servicer Termination Event, as applicable, shall have been cured or waived.
For avoidance of doubt, (i) the occurrence of a Servicer Termination Event with respect to the Servicer shall not cause there
to have occurred a Special Servicer Termination Event with respect to the Special Servicer unless the relevant event also constitutes
a Special Servicer Termination Event and (ii) the occurrence of a Special Servicer Termination Event with respect to the
Special


 






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Servicer
shall not cause there to have occurred a Servicer Termination Event with respect to the Servicer unless the relevant event also
constitutes a Servicer Termination Event. Notwithstanding anything herein to the contrary, the Depositor shall have the right,
but not the obligation, to notify the Trustee of any Servicer Termination Event or Special Servicer Termination Event of which
the Depositor becomes aware.


 


(c)            
If a Servicer Termination Event or Special Servicer Termination Event shall occur then, and in each and every such case, so long
as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied, either (i) the Trustee
may, or (ii) upon the written direction of Holders of Sequential Pay Certificates having at least 25% of the Voting Rights
(taking into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balances of
the Certificates) of the Sequential Pay Certificates or, if affected thereby, of the applicable Companion Loan Holders (solely
with respect to a Special Servicer Termination Event), the Trustee shall terminate all of the rights and obligations of the Servicer
or the Special Servicer, as applicable, under this Agreement, other than rights and obligations accrued prior to such termination,
and in and to the Mortgage Loan and the proceeds thereof by notice in writing to the Servicer or the Special Servicer, as applicable;
provided that, notwithstanding anything to the contrary, if a Special Servicer Termination Event under clauses (i),
(ii), (iii), (ix) and/or (x) of Section 7.1(a) only has an adverse effect on a Companion Loan,
a Companion Loan Holder or a rating on any Companion Loan Securities, but has no adverse effect on the Trust Loan, the Certificateholders
or a rating on any of the Certificates, then (A) the Special Servicer shall not be terminated by the Trustee pursuant to clause
(i) above of this sentence without the written direction of the affected Companion Loan Holders or upon the written direction
of the Holders of Certificates pursuant to clause (ii) above of this sentence, and (B) (x) with respect to a Special
Servicer Termination Event under clause (x) of Section 7.1(a), the related Other Depositor shall be able to
require termination of the Special Servicer pursuant to clause (ii) above of this sentence. In addition, (A) if any Servicer
Termination Event on the part of the Servicer affects a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan
Securities, and if the Servicer is not otherwise terminated or (B) if a Servicer Termination Event on the part of the Servicer
affects only a Companion Loan, a Companion Loan Holder or a rating on any Companion Loan Securities, then the Servicer may not
be terminated by or at the direction of the related Companion Loan Holder or the holder of any Companion Loan Securities, but
upon the written direction of the related Companion Loan Holder, the Servicer will be required to appoint a sub-servicer that
will be responsible for servicing the Mortgage Loan. Upon any termination of the Servicer or the Special Servicer, as applicable,
and appointment of a successor to the Servicer or the Special Servicer, as applicable, the Trustee shall notify the Certificate
Administrator and the Certificate Administrator shall post such written notice thereof on the Certificate Administrator’s
Website and provide the same to the 17g-5 Information Provider who shall post written notice thereof to the 17g-5 Information
Provider’s Website pursuant to Section 8.14(b), and thereafter, give written notice to the Depositor, the Companion
Loan Holders and the Certificateholders by mail to the addresses set forth in the Certificate Register. Prior to the occurrence
and continuance of a Control Termination Event, the Directing Holder shall have the right to select the successor special servicer
following any Special Servicer Termination Event.


 


(d)           
Prior to the occurrence and continuance of a Control Termination Event, the Directing Holder shall have the right to direct the
Trustee to terminate the Special Servicer


 






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(subject
to such terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other rights set forth
in this Agreement which survive termination) at any time, with or without cause, and the Directing Holder shall have the right
to, and shall, appoint a successor special servicer who shall execute and deliver to the other parties hereto an agreement, in
form and substance reasonably satisfactory to the Trustee, whereby the successor Special Servicer agrees to assume and perform
punctually the duties of the Special Servicer specified in this Agreement; provided that the Trustee shall have received
a Rating Agency Confirmation from the Rating Agency prior to the termination of the Special Servicer. The Special Servicer shall
not be terminated pursuant to this paragraph until a successor special servicer shall have been appointed. The Directing Holder
shall pay any costs and expenses incurred by the Trustee or the Trust in connection with the removal and appointment of a Special
Servicer pursuant to this paragraph (unless such removal is based on any of the events or circumstances set forth in Section
7.1(a)). Notwithstanding anything to the contrary in this Agreement, no successor special servicer appointed by the Directing
Holder (including, without limitation, the initial Special Servicer) pursuant to Section 6.4, Section 7.1(c) or
this Section 7.1(d) or otherwise pursuant to this Agreement shall be required to meet any independent net worth or similar
financial covenant; provided, however, that notwithstanding the foregoing, any successor special servicer (i) shall
satisfy the eligibility requirements applicable to the Special Servicer contained in this Agreement; (ii) shall not be a Borrower
Affiliate; and (iii) shall satisfy any Rating Agency conditions set forth in the Rating Agency Confirmation delivered by
the Rating Agency with respect to such successor special servicer and any other conditions as set forth in this Agreement.


 


Notwithstanding
the foregoing, if a Servicer Termination Event occurs and such Servicer Termination Event only has an adverse effect on the Companion
Loan or the rating of a Companion Loan Security and the Servicer is not otherwise terminated, then the Trustee, at the direction
of the Companion Loan Holder or the Depositor (in the case of clause (x) of the definition “Servicer Termination Event”),
will be required to direct the Servicer to (and the Servicer shall) appoint a sub-servicer that will be responsible for servicing
the Mortgage Loan, or if the Mortgage Loan is currently being sub-serviced, then the Trustee will be required to direct the Servicer
to (and the Servicer shall) replace such sub-servicer with a new sub-servicer (but only if such original sub-servicer is in default
(beyond any applicable cure periods) under the related sub-servicing agreement, and the Servicer is permitted to terminate the
sub-servicing agreement due to such default); provided that the Servicer shall be required to obtain a Rating Agency Confirmation
from the Rating Agency (including a Companion Loan Rating Agency Confirmation) with respect to the appointment of such sub-servicer
(at the expense of the Servicer). If any Special Servicer Termination Event occurs and such Special Servicer Termination Event
only has an adverse effect on the Companion Loan or a Companion Loan Security and the Special Servicer is not otherwise terminated,
then the Trustee, at the direction of the Companion Loan Holder, will be required to terminate the Special Servicer. In addition,
in the event that a Special Servicer Termination Event under clause (x) of the definition thereof occurs and the Special Servicer
is not otherwise terminated, the Trustee will be required to terminate the Special Servicer at the direction of the Depositor.


 


(e)            
After the occurrence and during the continuance of a Control Termination Event, upon the written direction of Holders of Sequential
Pay Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Trust Appraisal
Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of the


 






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Sequential
Pay Certificates requesting a vote to replace the Special Servicer with a successor Special Servicer designated in such written
direction, the Certificate Administrator shall promptly post such written direction to the Certificate Administrator’s Website
pursuant to Section 8.14(b). Upon (i) delivery by such Holders to the Certificate Administrator of a Rating Agency
Confirmation from the Rating Agency with respect to the termination of the Special Servicer and the appointment of a successor
Special Servicer (which confirmation shall be obtained at the expense of such holders) and (ii) payment by such Holders to
the Certificate Administrator of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency
fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and
expenses will not be additional Trust Fund Expenses), the Certificate Administrator shall promptly post written notice of a request
for such a vote to the Certificate Administrator’s Website pursuant to Section 8.14(b), provide written notice
to all Certificateholders of such request by mail, and shall conduct the solicitation of votes of all Certificates. Such votes
will be effective only if received by the Certificate Administrator within 180 days of the posting of such notice on the Certificate
Administrator’s Website. Any votes not received within such 180-day period shall be of no force and effect. If Holders of
Sequential Pay Certificates evidencing at least 66-2/3% of a Certificateholder Quorum vote in favor of replacing the Special Servicer
within such 180-day period, the Certificate Administrator shall notify the Trustee and the Trustee shall terminate all of the
rights (subject to such terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement
of Advances and other rights set forth in this Agreement which survive termination) and obligations of the Special Servicer under
this Agreement and appoint the successor Special Servicer designated by such Certificateholders; provided that such successor
Special Servicer shall (i) satisfy the eligibility requirements applicable to the Special Servicer contained in this Agreement;
and (ii) not also be a Borrower Affiliate. 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. As between the Special Servicer,
on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in their sole discretion to
vote for the termination or not vote for the termination of the Special Servicer. The Holders of the Certificates that initiated
the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal and replacement
of the Special Servicer pursuant to this paragraph. The Certificate Administrator shall include on each Distribution Date Statement
a statement that each Certificateholder or VRR Interest Owner may access such notices on the Certificate Administrator’s
Website and that each Certificateholder or VRR Interest Owner may register to receive email notifications when such notices are
posted thereon.


 


(f)            
In no event shall the Trustee or the Certificate Administrator, as applicable be deemed to have knowledge of or be aware of any
Servicer Termination Event or Special Servicer Termination Event until a Responsible Officer of the Trustee or the Certificate
Administrator, as applicable has received written notice thereof or has actual knowledge thereof.


 


(g)           
In the event that the Servicer or the Special Servicer is terminated pursuant to this Section 7.1, the Trustee shall
notify the outgoing Servicer or Special Servicer, as the case may be, of the effective date of its termination, and the Trustee
(the “Terminating Party”) shall, by notice in writing to the Servicer or the Special Servicer, as the case
may be (the “Terminated Party”) (with a copy to the Certificate Administrator, and the 17g-5 Information Provider
(who


 



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shall
post it to its website)), terminate all of its rights and obligations under this Agreement and in and to the Mortgage Loan and
the proceeds thereof, other than any rights the Terminated Party may have hereunder as a Certificateholder, to the Excess Servicing
Fee Right and to 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 with respect to periods prior to the date of such termination and the
right to the benefits of Section 6.3 notwithstanding any such termination). On or after the receipt by the Terminated
Party of such written notice, subject to the foregoing, all of its authority and power under this Agreement, whether with respect
to the Certificates (except that the Terminated Party shall retain its rights as a Certificateholder in the event and to the extent
that it is a Certificateholder) or the Mortgage Loan or otherwise, shall pass to and be vested in the Terminating Party pursuant
to and under this Section 7.1 (absent the appointment of a successor, and such successor’s assumption of obligations
hereunder) and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver, on behalf
of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of Servicer or Special Servicer’s rights and obligations
with respect to the Mortgage Loan and related documents, or otherwise. The Servicer and the Special Servicer, as applicable, each
agrees that, in the event it is terminated pursuant to this Section 7.1, or resigns under Section 6.4(b),
to promptly (and in any event no later than ten (10) Business Days subsequent to such notice) provide, at its own expense, the
Terminating Party (which term shall include for the purposes of the remainder of this Section 7.1(g), the Trustee
(or a successor Servicer or Special Servicer) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
with all documents and records requested by the Terminating Party to enable the Terminating Party to assume its functions hereunder,
and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting the termination of
its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Servicer or Special Servicer,
as applicable, or the Terminating Party, as applicable, for administration by it of all cash amounts which shall at the time be
or should have been credited by the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.1(g),
the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
to the Collection Account, the Foreclosed Property Account or shall thereafter be received with respect to the Mortgage Loan,
and shall promptly provide the Terminating Party or such successor Servicer or Special Servicer, as applicable (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 Terminating Party or such successor Servicer or the Special Servicer, as applicable, shall reasonably request
(including electronic form), to enable it to assume the function of the Servicer or the Special Servicer, as applicable, hereunder.
All reasonable costs and expenses of the Terminating Party or the successor Servicer or Special Servicer, as applicable, incurred
in connection with transferring the Mortgage File to the Terminating Party or to the successor Servicer or Special Servicer, as
applicable, and amending this Agreement to reflect such succession pursuant to this Section 7.1 shall be paid by the
Terminated Party upon presentation of reasonable documentation of such costs and expenses. If the Terminated Party has not reimbursed
the Terminating Party or such successor Servicer or Special Servicer, as applicable, for expenses set forth in this Section 7.1(g)
within ninety (90) days after the


 






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presentation
of reasonable documentation, such expense shall be reimbursed by the Trust pursuant to Section 3.4(c); provided that the Terminated Party shall not thereby be relieved of its liability for such expenses. Notwithstanding the foregoing,
in the event that the Special Servicer is terminated without cause pursuant to this Section 7.1, all costs and expenses
incurred or payable by the terminated Special Servicer under this Section 7.1 shall be paid by the Trust Fund, except
that such costs shall be paid by the Directing Holder, if the Special Servicer is terminated under Section 7.1(d) and shall
be paid by the Certificateholders who initiated the vote to replace the Special Servicer pursuant to Section 7.1(e) if
the Special Servicer is terminated under Section 7.1(e), as applicable.


 


7.2.        
Trustee to Act; Appointment of Successor.


 


(a)            
On and after the time the Servicer or the Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1,
or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under
Section 6.4(a)) in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b))
shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder
of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer
under Section 6.4(b)) in all respects 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 Terminated Party by the terms and provisions hereof or thereof; provided,
however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as
the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated
Party 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 monies or failure to cooperate as required by
this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor
Servicer, and any other successor Servicer or Special Servicer, as the case may be, shall be indemnified to the full extent provided
to the Trustee under this Agreement. The appointment of a successor Servicer or Special Servicer, as the case may be, shall not
affect any liability of the Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall
not be liable for any of the representations and warranties of the Terminated Party herein or in any related document or agreement,
for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the Terminated
Party nor shall the Terminating Party or any successor Servicer or Special Servicer be required to purchase the Mortgage Loan
hereunder. As compensation therefor, the Terminating Party as successor Servicer or Special Servicer, as the case may be, shall
be entitled to all compensation with respect to the Mortgage Loan to which the Terminated Party would have been entitled that
accrues after the date of the Terminating Party’s succession to which the Terminated Party would have been entitled if it
had continued to act hereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the
above, the Trustee may, if it shall be unwilling to so act, or shall, if it is unable to so act, if the Holders of Sequential
Pay Certificates having greater than 25% of the aggregate Voting Rights (taking into account the application of the Trust Appraisal
Reduction


 






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Amount
to notionally reduce the Certificate Balances of the Certificates) of all then outstanding Sequential Pay Certificates so request
in writing to the Trustee, or the Trustee is not approved by the Rating Agency as a Servicer or Special Servicer, as the case
may be, as evidenced by a Rating Agency Confirmation, or if the Rating Agency does not provide a Rating Agency Confirmation with
respect to the succession of the Trustee as Servicer or Special Servicer, as the case may be, promptly appoint, or petition a
court of competent jurisdiction to appoint, any established Mortgage Loan servicing institution reasonably satisfactory to the
Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the Servicer or the Special Servicer,
as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer or
the Special Servicer, as applicable, under this Agreement. No appointment of a successor to a Terminated Party hereunder shall
be effective until the assumption by such successor of all the Terminated Party’s responsibilities, duties and liabilities
hereunder. Pending appointment of a successor to a Terminated Party hereunder, unless the Trustee shall be prohibited by law from
so acting, the Trustee shall act in the applicable capacity as herein above provided. Any appointment or succession by the Trustee
to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing Holder’s right to replace
the Special Servicer prior to the occurrence and continuance of a Control Termination Event. 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 the Mortgage Loan as it and such successor shall agree; provided, however, that no such compensation shall be
in excess of that permitted the Terminated Party hereunder, except 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 paid pursuant to Section 3.4(c). The Depositor, the Trustee,
the Servicer (as applicable), the Special Servicer (as applicable) and such successor shall take such action, consistent with
this Agreement, as shall be necessary to effectuate any such succession.


 


(b)           
Notwithstanding Section 7.1(c), if a Servicer receives a notice of termination solely due to a Servicer Termination
Event under Section 7.1(a)(vii) or (viii) and the terminated Servicer provides the Trustee with the appropriate
“request for proposal” materials within five (5) Business Days after such termination, then such Servicer shall continue
to serve as Servicer, if requested to do so by the Trustee, and the Trustee shall promptly thereafter (using such “request
for proposal” materials provided by the terminated Servicer) solicit good faith bids for the rights to master service the
Mortgage Loan from at least three (3) Persons qualified to act as successor Servicer hereunder in accordance with Section 6.4 and Section 7.2 for which the Trustee has received Rating Agency Confirmation (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, however, that (i) at the Trustee’s request, the terminated
Servicer shall supply the Trustee with the names of Persons from whom to solicit such bids; and (ii) the Trustee shall not be
responsible if less than three (3) or no Qualified Bidders submit bids for the right to master service the Mortgage Loan 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 Servicer with respect to the Mortgage Loan, and to agree to be bound by the terms hereof, within
forty-five (45) days after the receipt by the terminated Servicer of a notice of termination. The Trustee shall solicit bids (i)
on the basis of such successor Servicer entering into a Sub-Servicing Agreement with the terminated Servicer to


 






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service
the Mortgage Loan at a sub-servicing fee rate per annum equal to the excess of the Servicing Fee Rate minus the Retained
Fee Rate (each, a “Servicing Retained Bid”) and (ii) on the basis of having no obligation to enter into a Sub-Servicing
Agreement with the terminated Servicer (each, a “Servicing Released Bid”). The Trustee shall select the Qualified
Bidder with the highest cash Servicing Retained Bid (or, if none, the highest cash Servicing Released Bid) (the “Successful
Bidder”) to act as successor Servicer hereunder. The Trustee shall direct the Successful Bidder to enter into this Agreement
as successor Servicer pursuant to the terms hereof (and, if the successful bid was a Servicing Retained Bid, to enter into a Sub-Servicing
Agreement with the terminated Servicer as contemplated above) no later than forty-five (45) days after the termination of the
terminated Servicer. Upon the assignment and acceptance of the servicing rights hereunder to and by the Successful Bidder, the
Certificate Administrator shall remit or cause to be remitted to the terminated Servicer 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).


 


If
the Trustee or an Affiliate acts pursuant to this Section 7.2 as successor to the resigning or terminated Servicer,
it may reduce such terminated Servicer’s Excess Servicing Fee Rate to the extent that its or such Affiliate’s compensation
as successor Servicer would otherwise be below market rate servicing compensation. If the Trustee elects to appoint a successor
to the resigning or terminated Servicer other than itself or an Affiliate pursuant to this Section 7.2, it may reduce
such Servicer’s Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for
the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 7.2.


 


7.3.       
[RESERVED]


 


7.4.       
Other Remedies of Trustee. During the continuance of any Servicer Termination Event or Special Servicer Termination Event,
as the case may be, or so long as such Servicer Termination Event or Special Servicer Termination Event shall not have been remedied,
the Trustee, in addition to the rights specified in Section 7.1, 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, the Companion Loan Holders and the
VRR Interest Owner (including the institution and prosecution of all judicial, administrative and other proceedings and the filing
of proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any
liability resulting therefrom shall be expenses, costs and liabilities of the Trust, and the Trustee shall be entitled to be reimbursed
therefor pursuant to Section 3.4(c) from the Collection Account. 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 or Special Servicer Termination Event.


 


7.5.       
Waiver of Past Servicer Termination Events and Special Servicer Termination Events. The Holders of Sequential Pay Certificates
evidencing not less than 66-2/3% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates may, on


 






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behalf
of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders of Certificates, waive any
Servicer Termination Event by the Servicer or the Special Servicer Termination Event by the Special Servicer, except a failure
to make any required deposits (including Monthly Payment Advances) to or payments from the Collection Account, the Distribution
Account or the Foreclosed Property Account or in remitting payments as received, in each case in accordance with this Agreement.
Upon any such waiver of a past Servicer Termination Event or Special Servicer Termination Event, as applicable, such Servicer
Termination Event or Special Servicer Termination Event, as applicable, shall cease to exist, and such Servicer Termination Event
or Special Servicer Termination Event, as applicable, 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 related thereto.


 


7.6.       
Trustee as Maker of Advances. In the event that the Servicer fails to fulfill its obligations hereunder to make any Advances,
the Servicer shall notify the Trustee of its failure to make such Advances as promptly as possible, but in the case of any Monthly
Payment Advances no later than 3:00 p.m. (New York time) on the related Remittance Date, and the Certificate Administrator shall
notify the Trustee of the Servicer’s failure to make any Advances as promptly as possible, but in the case of any Monthly
Payment Advances no later than 6:00 p.m. (New York time) on the related Remittance Date. The Trustee shall, subject to its own
determination of recoverability (made in the same manner as required of the Servicer pursuant to the terms of this Agreement),
perform such obligations (w) within five (5) Business Days (or such shorter period (but not less than one (1) Business Day)
as may be required, if applicable, to avoid any lapse in insurance coverage required under the Mortgage Loan Documents or this
Agreement with respect to the Property or to avoid any foreclosure or similar action with respect to the Property by reason of
failure to pay real estate taxes, assessments, ground rents or governmental charges) of a Responsible Officer of the Trustee obtaining
knowledge of such failure by the Servicer or the Special Servicer with respect to Property Protection Advances and Administrative
Advances and (x) by 12:00 noon New York time on the related Distribution Date with respect to Monthly Payment Advances provided that the Trustee has received notice from the Servicer or the Certificate Administrator by 6:00 p.m. (New York time) on the
Remittance Date of the failure of the Servicer to make a required Monthly Payment Advance. With respect to any such Advance made
by the Trustee, the Trustee shall succeed to all of the Servicer’s rights with respect to Advances hereunder, including,
without limitation, the rights of reimbursement and interest on each Advance at the Advance Rate, and rights to determine that
a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused by
such Servicer’s default in its obligations hereunder and further subject to the Trustee’s standard of good faith judgment);
provided, however, that if Advances made by the Trustee and/or the Servicer shall at any time be outstanding, or
any interest on any Advance shall be accrued and unpaid, all amounts available to repay such Advances and the interest thereon
hereunder shall be applied entirely to the Advances outstanding to the Trustee until such Advances shall have been repaid in full,
together with all interest accrued thereon, prior to reimbursement of the Servicer for such Advances and interest accrued thereon.
The Trustee shall be entitled to conclusively rely on any notice given by the Servicer with respect to a Nonrecoverable Advance
hereunder. The Trustee shall notify the master servicer and trustee with respect to each Other Securitization Trust of the amount
of any Monthly Payment Advance made by it pursuant to this Section 7.6 within two (2) Business Days of making such
advance.


 






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8.          THE TRUSTEE AND THE Certificate Administrator


 


8.1.          Duties of the Trustee and the Certificate Administrator. (a)  Each of the Trustee and the Certificate Administrator,
prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, and after the
curing or waiver of any Servicer Termination Event or Special Servicer Termination Event that may have occurred, undertakes with
respect to the Trust Fund to perform such duties and only such duties as are specifically set forth in this Agreement. Neither
the Depositor nor the Servicer nor the Special Servicer shall be obligated to monitor or supervise the performance by the Trustee
or the Certificate Administrator of its duties hereunder. In case a Servicer Termination Event or Special Servicer Termination
Event has occurred (which has not been cured or waived), the Trustee, subject to the provisions of Sections 7.2 and 7.4,
shall exercise such of the rights and powers vested in it by this Agreement, and shall use the same degree of care and skill in
their exercise, as a prudent institution would exercise or use under the circumstances in the conduct of such institution’s
own affairs. Any permissive right of the Trustee or the Certificate Administrator set forth in this Agreement shall not be construed
as a duty. The Trustee (or the Servicer or the Special Servicer on its behalf) and the Certificate Administrator (or the Servicer
or the Special Servicer on its behalf), as applicable, shall have the power to exercise all the rights of a holder of the Mortgage
Loan on behalf of the Certificateholders, the VRR Interest Owner and the Companion Loan Holders (or, if a Companion Loan Holder
is an Other Securitization Trust, the related Other Depositor and any other party to any Other Pooling and Servicing Agreement),
subject to the terms of the Mortgage Loan Documents, the Co-Lender Agreement and the Intercreditor Agreement; provided,
however, that the Lender’s obligations under the Mortgage Loan Documents shall be exercised by the Servicer or the
Special Servicer, as the case may be, pursuant to this Agreement.


 


(b)           Subject to Sections 8.2(a) and 8.3, each of the Trustee and the Certificate Administrator, upon receipt
of all resolutions, certificates, statements, opinions, reports, documents, orders or other instruments furnished to the Trustee
or the Certificate Administrator that are specifically required to be furnished pursuant to any provision of this Agreement, shall
examine, or cause to be examined, such instruments to determine whether they conform to the requirements of this Agreement to the
extent specifically set forth herein. If any such instrument is found on its face not to conform to the requirements of this Agreement
in a material manner, the Trustee and the Certificate Administrator shall take such action as it deems appropriate to have the
instrument corrected, and if the instrument is not corrected to the Trustee’s or the Certificate Administrator’s reasonable
satisfaction, the Trustee or the Certificate Administrator, shall provide notice thereof to the Certificateholders and the VRR
Interest Owner. Neither the Trustee nor the Certificate Administrator shall be responsible for the accuracy or content of any resolution,
certificate, statement, opinion, report, document, order or other instrument furnished by the Depositor, the Servicer, or the Special
Servicer and accepted by the Trustee or the Certificate Administrator, as the case may be, in good faith, pursuant to this Agreement.


 


(c)           Subject to Section 8.3, no provision of this Agreement shall be construed to relieve the Trustee or the Certificate
Administrator, as applicable, from liability for its own negligent action, its own negligent failure to act or its own willful
misconduct, its negligent failure to perform its obligations in compliance with this Agreement, or any liability which


 



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would be
imposed by reason of its negligence, willful misconduct or bad faith; provided, however, that:


 


(i)            No
implied covenants or obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and each
of the Trustee and the Certificate Administrator may conclusively rely, as to the truth of the statements and the correctness
of the opinions expressed therein, upon any certificates, resolutions, certificates, statements, opinions, reports, documents,
orders, opinions or other instruments furnished to the Trustee and/or the Certificate Administrator and conforming to the requirements
of this Agreement, which it reasonably believes in good faith to be genuine and to have been duly executed by the proper authorities
respecting any matters arising hereunder;


 


(ii)           neither the Trustee nor the Certificate Administrator shall be liable for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as applicable, unless it shall be proved that the Trustee, the Certificate
Administrator or such Responsible Officer was negligent in ascertaining the pertinent facts;


 


(iii)          neither the Trustee nor the Certificate Administrator shall be liable with respect to any action taken, suffered or omitted
to be taken by it in good faith in accordance with this Agreement or at the direction of Holders of Certificates evidencing, in
the aggregate, not less than 25% 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, or exercising any trust or power conferred
upon the Trustee or the Certificate Administrator, under this Agreement;


 


(iv)          neither the Trustee nor the Certificate Administrator shall be charged with knowledge of a Mortgage Loan Event of Default
or any failure by the Servicer or the Special Servicer to comply with any of their respective obligations referred to in Section 7.1
or any other act or circumstance upon the occurrence of which the Trustee or the Certificate Administrator, as applicable, may
be required to take action unless a Responsible Officer of the Trustee or the Certificate Administrator, as applicable, obtains
actual knowledge of such failure, act or circumstance or the Trustee or the Certificate Administrator, as applicable, receives
written notice of such failure from the Servicer, the Special Servicer, the Depositor or Holders of the Certificates evidencing,
in the aggregate, not less than 25% of the Voting Rights of the Regular Certificates;


 


(v)           subject to the other provisions of this Agreement and without limiting the generality of Sections 8.1 and 8.2,
the Trustee shall have no duty except in the capacity as a successor Servicer or successor Special Servicer (A) to record,
file or deposit this Agreement or any agreement referred to herein or any financing statement or continuation statement evidencing
a security interest, or to maintain of any such recording or filing or depositing or any re-recording, refiling or redepositing
thereof, (B) to maintain any insurance, and (C) to confirm or verify the contents of any reports or certificates of the
Servicer or the Special Servicer delivered to the Trustee or the Certificate Administrator pursuant to this Agreement reasonably
believed by the Trustee


 



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or the Certificate Administrator to be genuine and to have been signed or presented by the proper party
or parties; and


 


(vi)          neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any
legal action which is not incidental to its respective duties under this Agreement and which in its opinion may involve it in any
expense or liability and for which it would not be indemnified for pursuant to this Agreement.


 


(d)           None of the provisions contained in this Agreement shall in any event require the Trustee or the Certificate Administrator
to (i) expend or risk its own funds or otherwise incur personal financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers hereunder if there are reasonable grounds for believing that repayment
of such funds or adequate indemnity against such risk or liability is not reasonably assured to it, or (ii) perform, or be
responsible for the manner of performance of, any of the obligations of the Servicer or the Special Servicer under this Agreement,
except, with respect to the Trustee, during such time, if any, as the Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer or the Special Servicer in accordance with the terms of this Agreement.
Notwithstanding anything contained herein, neither the Trustee nor the Certificate Administrator shall be responsible and shall
have liability in connection with the duties assumed by the Authenticating Agent, and the Certificate Registrar hereunder, unless
the Trustee or the Certificate Administrator is acting in any such capacity hereunder; provided further that in any such
capacity the Trustee and the Certificate Administrator shall have all of the rights, protections and indemnities provided to it
as Trustee and Certificate Administrator hereunder, as applicable.


 


8.2.         
Certain Matters Affecting the Trustee and the Certificate Administrator. (a)  Except as otherwise provided
in Section 8.1, Section 8.5(c) and Section 8.13:


 


(i)            each of the Trustee and the Certificate Administrator may request and rely upon and shall be protected in acting or refraining
from acting upon any resolution, direction of the Depositor, Officer’s Certificate, auditor’s certificate or any other
certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper party or parties;


 


(ii)           each of the Trustee and the Certificate Administrator may consult with counsel, and any Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken or suffered or omitted by it hereunder in good faith and
in accordance with such Opinion of Counsel;


 


(iii)          neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or to institute, conduct or defend any litigation hereunder or in relation hereto at the request,
order or direction of any of the Certificateholders or the VRR Interest Owner, pursuant to the provisions of this Agreement, unless
such Certificateholders or the VRR Interest Owner shall have offered to the Trustee or the Certificate Administrator security or


 



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indemnity reasonably satisfactory to it against the costs, expenses and liabilities, including reasonable legal fees, which may
be incurred therein or thereby; provided, however, that nothing contained herein shall relieve the Trustee of the
obligation, upon the occurrence of a Servicer Termination Event or Special Servicer Termination Event, as the case may be, that
a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has actual knowledge of (which has not
been cured or waived), 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 nor the Certificate Administrator shall be liable for any action reasonably taken, suffered or omitted
by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon
it by this Agreement;


 


(v)           prior to the occurrence of a Servicer Termination Event or Special Servicer Termination Event hereunder and after the curing
or waiver of such Servicer Termination Event or Special Servicer Termination Event that may have occurred, neither the Trustee
nor the Certificate Administrator shall be bound to ascertain or inquire as to the performance or observance of any of the terms,
conditions, covenants or agreements herein (except as specifically required by this Agreement) or 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 so to do by Holders of Certificates or VRR Interest Owner
evidencing, in the aggregate, not less than 25% of the Voting Rights of the outstanding Certificates and VRR Interest; provided,
however, that if the payment within a reasonable time to the Trustee or the Certificate Administrator of the costs, expenses
or liabilities likely to be incurred by either party in the making of such investigation is, in the opinion of the Trustee or the
Certificate Administrator, not reasonably assured to the Trustee or the Certificate Administrator by the security afforded to it
by the terms of this Agreement, the Trustee or the Certificate Administrator, as applicable, may require indemnity reasonably satisfactory
to it against such costs, expenses or liabilities as a condition to taking any such action. The reasonable expense of every such
investigation shall be paid by the Trust pursuant to Section 3.4(c) in the event that such investigation relates to
a Servicer Termination Event or Special Servicer Termination Event, if such an event shall have occurred and is continuing, 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 selected by it with due care, but the Certificate Administrator
and the Trustee shall not be relieved of any of its duties or obligations by virtue of the appointment of any agents or attorneys;


 


(vii)         the Certificate Administrator shall not be liable for any loss on any investment of funds made by it pursuant to the terms
of this Agreement, provided, however, this clause (vii) shall not relieve the Trustee or the Certificate Administrator


 



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(solely in their respective commercial capacities and not in their respective capacities hereunder) of any liabilities with respect
to investments issued by such entity, as applicable, in their respective commercial capacities;


 


(viii)        neither the Trustee nor the Certificate Administrator hereunder shall be personally liable hereunder solely by reason of
any act or failure to act of any predecessor or successor Trustee or Certificate Administrator hereunder;


 


(ix)           neither the Trustee nor the Certificate Administrator shall be required to post any kind of bond or surety in connection
with the execution and performance of its duties hereunder;


 


(x)            in no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of
its obligations hereunder due to force majeure or acts of God;


 


(xi)           other than in the case of actual fraud (as determined by a non-appealable final court order), neither the Trustee nor the
Certificate Administrator shall be liable for special, punitive, indirect or consequential loss or damage of any kind whatsoever
(including but not limited to lost profits), even if the Trustee or the Certificate Administrator has been advised of the likelihood
of such loss or damage and regardless of the form of action;


 


(xii)          nothing herein shall be construed as an obligation of the parties to this Agreement to advise the Certificateholders with
respect to their rights and protections relative to the Trust; and


 


(xiii)         nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.


 


Except as otherwise specifically
provided herein, each of the Trustee and the Certificate Administrator shall be entitled to all of the same rights, protections,
immunities and indemnities afforded to it as Trustee and Certificate Administrator, as the case may be, in each capacity for which
it serves hereunder (including, without limitation, as Custodian, Certificate Registrar, 17g-5 Information Provider, paying agent
and Authenticating Agent).


 


(b)           Following the Closing Date, neither the Trustee nor the Certificate Administrator shall accept any contribution of assets
to the Trust Fund not specifically contemplated by this Agreement.


 


(c)           All rights or actions under this Agreement or under any of the Certificates or the VRR Interest, enforceable by the Trustee
or the Certificate Administrator may be enforced by such party 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 or
the Certificate Administrator, as applicable, shall be brought in its name for the benefit of all the Holders of such Certificates
or the VRR Interest Owner, subject to the provisions of this Agreement.


 






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(d)           In
order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Banking Law”),
the Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information
relating to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee.
Accordingly, each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective
request from time to time, such identifying information and documentation as may be available for such party in order to enable
the Certificate Administrator and the Trustee to comply with Applicable Banking Law.


 


8.3.         
Neither the Trustee nor the Certificate Administrator is Liable for Certificates, the VRR Interest or the Mortgage Loan.
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 or the Certificate Administrator and the Trustee and the
Certificate Administrator assume no responsibility for their correctness. The Trustee and the Certificate Administrator make no
representation as to the validity or sufficiency of this Agreement (other than its execution of this Agreement), the Certificates,
the VRR Interest, the Trust Loan, the Companion Loans or of the Mortgage Loan or related documents except as expressly set forth
herein. The Trustee and the Certificate Administrator shall not be liable for any action or failure of any action by the Depositor,
the Servicer or the Special Servicer hereunder or any action or failure to act of the Trust Loan Seller under the Trust Loan Purchase
Agreement, including, without limitation, in connection with (i) any failure of the Trust Loan Seller to properly prepare each
Assignment of the Mortgage, assignment of the Collateral Security Document and UCC-3 financing statements pursuant to the Trust
Loan Purchase Agreement or (ii) the any failure of the Special Servicer or any sub-servicer, agent of or counsel to the Special
Servicer to conduct a foreclosure in accordance with the terms of this Agreement and applicable law, and neither the Trustee nor
the Certificate Administrator shall be required to take any action in connection with any of the foregoing matters referred to
in clauses (i) and (ii) above (except to the extent otherwise expressly required pursuant to this Agreement). The
Trustee and the Certificate Administrator shall not at any time have any responsibility or liability for or with respect to the
legality, ownership, title, validity or enforceability of the Mortgage or the Mortgage Loan, or the perfection and priority of
the Mortgage or the maintenance of any such perfection, sufficiency and priority, or for or with respect to the efficacy of the
Trust Fund or its ability to generate the payments to be distributed to Certificateholders and the VRR Interest Owner under this
Agreement, including, without limitation, the existence, condition and ownership of the Property; the existence and enforceability
of any hazard insurance thereon; the validity of the assignment of the Trust Loan to the Trust; the performance or enforcement
of the Trust Loan (other than with respect to the Servicer or the Special Servicer, if the Trustee shall assume the duties of the
Servicer and/or Special Servicer, respectively, pursuant to Section 7.2 and then only to the extent of the obligations
of the Servicer or the Special Servicer, as applicable, hereunder); the compliance by the Depositor, the Borrower, the Servicer
and the Special Servicer with any warranty or representation made under this Agreement or in any related document or the accuracy
of any such warranty or representation made under this Agreement or in any related document prior to the Trustee’s receipt
of notice or other discovery of any noncompliance therewith or any breach thereof; any investment of monies by or at the direction
of the Servicer or the Special Servicer or any loss resulting therefrom (other than investments made with the Trustee or the Certificate


 



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Administrator in its commercial capacity); the failure of the Servicer, the Special Servicer or any sub-servicer to act or perform
any duties required of it hereunder; or any action by the Trustee or the Certificate Administrator taken at the direction of the
Servicer or the Special Servicer (other than with respect to the Trustee, if the Trustee shall assume the duties of the Servicer
or the Special Servicer); provided, however, that the foregoing shall not relieve the Trustee or the Certificate
Administrator, as applicable, of its obligation to perform its duties under this Agreement. Except with respect to a claim based
on either the Trustee’s or the Certificate Administrator’s negligent action, negligent failure to act or willful misconduct
(or such other standard of care as may be provided herein with respect to any particular matter), no recourse shall be had for
any claim based on any provisions of this Agreement, the Certificates, the VRR Interest, the Mortgage, the Property or the Trust
Loan or assignment thereof against the Trustee or the Certificate Administrator, as applicable, in its respective individual capacity,
and neither the Trustee nor the Certificate Administrator shall have any personal obligation, liability or duty whatsoever to any
Certificateholder, the VRR Interest Owner or any other Person with respect to any such claim, and any such claim shall be asserted
solely against the Trust Fund or any indemnitor who shall furnish indemnity as provided in this Agreement. Neither the Trustee
nor the Certificate Administrator shall have any responsibility for filing any financing or continuation statements 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
or to record this Agreement (unless, with respect to the Trustee, the Trustee shall have become the successor Servicer or Special
Servicer). Subject to Section 6.6, neither the Trustee nor the Certificate Administrator shall be accountable for the use
or application by the Depositor of any of the Certificates or VRR Interest or of the proceeds of such Certificates or VRR Interest
or for the use or application of any funds paid to the Servicer or the Special Servicer, as applicable, in respect of the Mortgage
Loan deposited into or withdrawn from the Collection Account or any account maintained by or on behalf of the Servicer or the Special
Servicer (except to the extent that any such account is held by the Trustee or the Certificate Administrator in its commercial
capacity), or for investment of such amounts (other than, and to the extent of, investments made with the Trustee or the Certificate
Administrator in its commercial capacity).


 


The Trustee and the Certificate
Administrator, by reason of the action or inaction of a responsible officer or officers of the Trustee or the Certificate Administrator,
as applicable, or any of their respective directors, officers, members, managers, partners, employees, Affiliates or agents shall
have no liability to the Trust, the Certificateholders, the VRR Interest Owner, the Companion Loan Holders or the Directing Holder
for any action taken or for refraining from the taking of any action in good faith pursuant to this Agreement, or for errors in
judgment; provided, however, that this provision shall not protect the Trustee, the Certificate Administrator (including
in its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information Provider) or any such
Person against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of the Trustee,
the Certificate Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying agent
or 17g-5 Information Provider) or any such Person, as applicable or by reason of negligent disregard of the Trustee, the Certificate
Administrator or any such Person, as applicable, of its obligations and duties hereunder. The Trustee, the Certificate Administrator
in each of its capacities under this Agreement and any of their respective directors, officers, members, managers, partners, employees,
agents, Affiliates or Controlling Persons shall be indemnified by the Trust pursuant to Section 3.4(c) out of amounts
on deposit in the


 



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Collection Account, and held harmless against any loss, liability, claim, demand or expense (including reasonable
legal fees and expenses) incurred in connection with any legal action or other claims, losses, penalties, fines, foreclosures,
judgments or liabilities relating to or related to the Trustee’s or the Certificate Administrator’s performance of
their respective powers and duties under this Agreement (including, without limitation, performance under Section 8.1
hereof); provided, however, that this provision shall not protect the Trustee, the Certificate Administrator or any
such Person against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence of
the Trustee, the Certificate Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian,
paying agent or 17g-5 Information Provider) or any such Person or by reason of negligent disregard of the Trustee, the Certificate
Administrator (including in its capacity as Certificate Registrar, Authenticating Agent, Custodian, paying agent or 17g-5 Information
Provider) or any such Person, as applicable, of its obligations and duties hereunder. The indemnification provided hereunder shall
survive the resignation or removal of the Trustee or the Certificate Administrator and the termination of this Agreement. Notwithstanding
anything herein to the contrary, the Trustee shall be responsible for its acts or failure to act as the Servicer and/or the Special
Servicer (in accordance with Accepted Servicing Practices) during the time and to the extent the Trustee is serving as Servicer
or Special Servicer, as applicable, to the same extent that the Servicer or the Special Servicer, as applicable, would be liable
for the Servicer’s or Special Servicer’s, as applicable, acts or failure to act under the terms of this Agreement.


 


For the avoidance of
doubt, with respect to any indemnification provisions in this Agreement providing that the Trust or a party to this Agreement is
required to indemnify another party to this Agreement for costs, fees and expenses, such costs, fees and expenses are intended
to include costs (including, but not limited to, reasonable attorney’s fees and expenses) of the enforcement of such indemnity.


 


8.4.          Trustee
and Certificate Administrator May Own Certificates. The Trustee and the Certificate Administrator in their individual or any
other capacity may become the owner or pledgee of Certificates with the same rights, powers, and privileges as it would have if
they were not the Trustee or the Certificate Administrator.


 


8.5.          Trustee’s
and Certificate Administrator’s Fees and Expenses.  
 (a) The Trustee and the Certificate Administrator shall be entitled to the Certificate Administrator Fee (including that
portion of the Certificate Administrator Fee that represents the Trustee Fee, which is payable to the Trustee), payable pursuant
to Section 3.4(c). The Certificate Administrator shall pay to the Trustee monthly the Trustee Fee from the Certificate
Administrator Fee. The Certificate Administrator Fee (which shall not be limited to any provision of law in regard to the compensation
of a trustee of an express trust) shall constitute the Certificate Administrator’s and the Trustee’s sole form of
compensation (unless otherwise set forth herein) for all services rendered by each entity in the execution of the trust hereby
created and in the exercise and performance of any of the powers and duties of the Certificate Administrator and the Trustee hereunder.
No Certificate Administrator Fee shall be payable with respect to any Companion Loan. The Trustee and the Certificate Administrator
shall be entitled to be reimbursed for all reasonable expenses, disbursements and advances incurred or made by the Trustee or
the Certificate Administrator, as applicable, in accordance with any of the provisions of this Agreement (including the reasonable
fees and expenses of its counsel and of all Persons not


 



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regularly in its employ), provided such cost would qualify as an
“unanticipated expense incurred by the REMIC” within the meaning of the REMIC Provisions, except any such expense,
disbursement or advance as may arise from its negligence, willful misconduct or bad faith or which is expressly the responsibility
of a Certificateholder or Certificateholders hereunder, all of which reimbursements to be paid from amounts on deposit in the
Collection Account pursuant to Section 3.4(c); provided, however, that neither the Trustee nor the Certificate
Administrator shall refuse to perform any of their obligations hereunder solely as a result of the failure to be paid any fees
and expenses so long as payment of such fees and expenses are reasonably assured to it. The Trustee and the Certificate Administrator
shall provide the Servicer with an invoice, on or prior to each Payment Date, setting forth the actual expenses incurred in connection
with the performance of its duties hereunder for which it seeks payment or reimbursement. Notwithstanding any other provision
of this Agreement, neither the Trustee nor the Certificate Administrator shall be entitled to reimbursement from the Trust for
an expense incurred under this Agreement in connection with the performance of its ordinary and regularly recurring duties hereunder
unless such reimbursement is expressly provided for herein or otherwise permitted hereunder.


 


(b)           Each of the Depositor, the Servicer and the Special Servicer (each, for purposes of this Section 8.5(b) only,
an “Indemnifying Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee
and individually) and the Certificate Administrator (in each of its capacities as Certificate Administrator, Custodian, Certificate
Registrar, Authenticating Agent, paying agent and 17g-5 Information Provider) and each of their Affiliates and each of the directors,
officers, employees and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes
of this Section 8.5(b) only, an “Indemnified Party”), and hold each of them harmless against any
and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other
costs, fees and expenses that the Indemnified Party may sustain in connection with this Agreement (including, without limitation,
reasonable fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying
Party and the Indemnified Party or between the Indemnified Party and any third party or otherwise) resulting from each such Indemnifying
Party’s respective willful misconduct, bad faith or negligence in the performance of each of its respective duties hereunder
or by reason of negligent disregard of its respective obligations and duties hereunder (including in the case of the Servicer,
any agent of the Servicer or sub-servicer).


 


(c)           Each of the Certificate Administrator (including in its capacities as Custodian, Certificate Registrar, Authenticating Agent,
paying agent and 17g-5 Information Provider) and the Trustee (in each case with respect to itself only, for purposes of this Section 8.5(c)
only, an “Indemnifying Party”) shall (severally and not jointly) indemnify the Depositor, the Servicer and the
Special Servicer and their respective Affiliates and each of the directors, officers, employees and agents of the Servicer and
the Special Servicer and their respective Affiliates (each, for purposes of this Section 8.5(c) only, an “Indemnified
Party”), and hold each of them harmless against any and all claims, losses, damages, penalties, fines, forfeitures, reasonable
legal fees and related costs, judgments, and any other costs, fees and expenses that the Indemnified Party may sustain in connection
with this Agreement (including, without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party
in any action or proceeding between the Indemnifying Party and the Indemnified Party or


 



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between the Indemnified Party and any third
party or otherwise) resulting from the applicable Indemnifying Party’s willful misconduct, bad faith, fraud or negligence
in the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder.


 


8.6.         
Eligibility Requirements for the Trustee and the Certificate Administrator; Errors and Omissions Insurance. (a)  Each
of the Trustee and the Certificate Administrator hereunder shall at all times be a corporation, association or trust company organized
and doing business under the laws of any state or the United States of America, authorized under such laws to exercise corporate
trust powers and to accept the trust conferred under this Agreement, which has, a combined capital and surplus of at least $50,000,000
and a rating on its unsecured long term debt of at least “A” by S&P, or (y) as is otherwise acceptable to the Rating
Agency as evidenced by the receipt of a Rating Agency Confirmation, and is subject to supervision or examination by federal or
state authority and shall not be an Affiliate of the Servicer or the Special Servicer (except during any period when the Trustee
has assumed the duties of the Servicer and/or Special Servicer pursuant to Section 7.2). If a corporation, association
or trust company 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 8.6 the combined capital and surplus of such entity 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, 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 8.7, (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 8.6, the Trustee or the Certificate Administrator,
as applicable, shall resign immediately in the manner and with the effect specified in Section 8.7.


 


(b)           The Certificate Administrator shall obtain and maintain at its own expense, and keep in full force and effect throughout
the term of this Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Certificate Administrator’s
directors, officers and employees in connection with its activities under this Agreement; provided that if the Certificate
Administrator is not rated at least “A” by S&P, such applicable error and omissions insurance policy must be rated
at least “A” by S&P. Such insurance policy shall protect the Certificate Administrator against losses, forgery,
theft, embezzlement, fraud, errors and omissions of such covered Persons. The amount of coverage shall be at least equal to the
coverage that is required by applicable governmental authorities having regulatory power over the Certificate Administrator. In
the event that any such bond or policy ceases to be in effect, the Certificate Administrator shall obtain a comparable replacement
bond or policy. In lieu of the foregoing, the Certificate Administrator shall be entitled to self-insure with respect to such risks
so long as the Certificate Administrator is rated at least “A” by S&P.


 


(c)           The Trustee shall obtain and maintain at its own expense, and keep in full force and effect throughout the term of this
Agreement, a blanket fidelity bond and an errors and omissions insurance policy covering the Trustee’s directors, officers
and employees in


 



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connection with its activities under this Agreement; provided that if the Trustee is not rated at least
“A” by S&P, such applicable error and omissions insurance policy must be rated at least “A” by S&P.
Such insurance policy shall protect the Trustee against losses, forgery, theft, embezzlement, fraud, errors and omissions of such
covered Persons. The amount of coverage shall be at least equal to the coverage that is required by applicable governmental authorities
having regulatory power over the Trustee. In the event that any such bond or policy ceases to be in effect, the Trustee shall obtain
a comparable replacement bond or policy. In lieu of the foregoing, the Trustee shall be entitled to self-insure with respect to
such risks so long as the Trustee is rated at least “A” by S&P.


 


8.7.         
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 (i) giving written notice of resignation
to the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar
(if other than the Certificate Administrator), the Companion Loan Holders, the Trustee and the 17g-5 Information Provider, who
shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b) and after such
posting by the 17g-5 Information Provider, to the Rating Agency, and by mailing notice of resignation by first Class mail, postage
prepaid, to the Certificateholders and the VRR Interest Owner at their addresses appearing on the Certificate Register, not less
than sixty (60) days before the date specified in such notice when, subject to Section 8.8, such resignation is to
take effect, and (ii) acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor
in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon such notice of
resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, and a Rating
Agency Confirmation is provided with respect to such appointment, which Rating Agency Confirmation shall be delivered to the resigning
Trustee or Certificate Administrator, and the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee
or Certificate Administrator shall have been so appointed and shall 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 appointment of a successor Trustee or Certificate Administrator, as applicable and any expenses associated with
such petition shall be an expense of the Trust.


 


Upon the resignation,
assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective business to a
successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or Certificate Administrator
shall cooperate with any successor, as requested (i) to endorse the original executed Notes for the Trust Loan (to the extent that
the original executed Notes for the Trust Loan were endorsed to the outgoing Trustee or Certificate Administrator or), without
recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders
of SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ and the VRR
Interest Owner or in blank, and (ii) in the case of the other assignable Mortgage Loan Documents (to the extent such other Mortgage
Loan Documents were assigned to the outgoing Trustee or Certificate Administrator), to assign such Mortgage Loan Documents to such
successor, and such successor shall review the documents delivered to it with respect to the Trust Loan, and certify in writing
that, as to the Trust Loan then subject to this Agreement, such endorsement and assignment has


 



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been made, and record such assignment
documents (if applicable); (b) if any original executed Note for the Trust Loan was not endorsed to the outgoing Trustee, the Certificate
Administrator (in its capacity as Custodian) shall, upon its receipt of a request for release in the form of Exhibit B
hereto, deliver such Note to the Depositor or the successor Trustee, as requested, and the Servicer and the Depositor shall cooperate
with any successor Trustee to ensure that such Note is endorsed (without recourse, representation or warranty, express or implied)
to the order of the successor, as trustee for the registered holders of SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial
Mortgage Pass-Through Certificates, Series 2019-PREZ and the related VRR Interest Owner or in blank; (c) if any other assignable
Mortgage Loan Document was not assigned to the outgoing Trustee, the Certificate Administrator shall, upon its receipt of a request
for release, deliver such Mortgage Loan Document to the Depositor or the successor Trustee, as requested, and the Servicer and
the Depositor shall cooperate with any successor Trustee to ensure that such Mortgage Loan Document is assigned to such successor
Trustee; and (d) in any case, such successor Trustee shall review the documents delivered to it or to the Certificate Administrator
with respect to the Trust Loan, and certify in writing that, as to the Trust Loan then subject to this Agreement, such endorsements
and assignments have been made, and record such assignment documents (if applicable) or, in the event such endorsement or assignment
cannot be made for any reason, to note the same in such certification. The resigning or terminated Trustee or Certificate Administrator,
as the case may be, shall reimburse the Trust for any expenses of such endorsement, assignment and recording.


 


If at any time any of
the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s
resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator
shall materially default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or
the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of
the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take
charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation then, in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator,
as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate,
executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate
Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or
(2) any Certificateholder who has been a bona fide Certificateholder for at least six (6) months may, on behalf of itself
and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate
Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon,
after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable,
which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator,
as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed
by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as
applicable, appointed by the Certificateholders as provided below within one (1) year from the date of appointment by such court.
Holders of Certificates


 



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evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates,
may at any time upon 30 days’ notice to the Trustee or Certificate Administrator remove the Trustee or the Certificate Administrator
and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate,
signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be
delivered to the Depositor (with a copy to the Servicer and Special Servicer), one complete set to the Trustee or the Certificate
Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee
or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given
to the Companion Loan Holders, the Rating Agency (through the successor 17g-5 Information Provider’s website, as applicable)
and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the
Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon)
have been paid to the Trustee or Certificate Administrator, as applicable, in full.


 


Any resignation or removal
of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee
or Certificate Administrator, as applicable, as provided in Section 8.8.


 


If the Certificate Administrator
is terminated pursuant to this Section 8.7, all of its rights and obligations under this Agreement and in and to the Trust
Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including
the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect
to periods prior to the date of such termination or removal).


 


In the event of any resignation
or removal of the Trustee or the Certificate Administrator (in any of its capacities) under this Agreement (other than a resignation
of the Trustee that is required solely due to a change in law or a conflict of interest arising after the Closing Date that is
not waived by all of the parties in conflict or is unwaivable), such resignation or removal shall be effective with respect to
each of such party’s other capacities hereunder (including, without limitation, such party’s capacities as Trustee,
Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case may be).


 


8.8.          Successor
Trustee or Successor Certificate Administrator. Any successor Trustee or Certificate Administrator appointed as provided in
Section 8.7 shall execute, acknowledge and deliver to the Depositor, the Servicer, the Special Servicer and to its
predecessor Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and (ii) making
the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as provided in Section 2.3
and Section 2.4, respectively, and thereupon the resignation or removal of the predecessor Trustee or Certificate
Administrator 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 herein. The predecessor Certificate Administrator


 



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shall deliver or cause to be delivered to the successor Certificate Administrator, as applicable, the Mortgage File and related
documents and statements held by it hereunder, and the Depositor, the Servicer, the Special Servicer and the predecessor Trustee
or Certificate Administrator 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 all such rights, powers,
duties and obligations.


 


No successor Trustee
or Certificate Administrator shall accept appointment as provided in this Section 8.8 unless at the time of such acceptance
such successor Trustee or Certificate Administrator shall be eligible under the provisions of Section 8.6 and a Rating
Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the Trustee or Certificate
Administrator).


 


Upon acceptance of appointment
by a successor Trustee or Certificate Administrator as provided in this Section 8.8, the successor Trustee or Certificate
Administrator shall mail notice of the succession of such Trustee or Certificate Administrator hereunder to all Holders of Certificates
and the VRR Interest Owner at their addresses as shown in the Certificate Register, the Depositor, the Servicer, the Special Servicer,
the Borrower, the Initial Purchasers and the Companion Loan Holders.


 


8.9.          Merger
or Consolidation of the Trustee or the Certificate Administrator. Any Person into which the Trustee or the Certificate Administrator
may be merged or converted or with which either may be consolidated or any Person resulting from any merger, conversion or consolidation
to which the Trustee or the Certificate Administrator shall be a party, or any Person succeeding to all or substantially all of
the corporate trust business of the Trustee or the Certificate Administrator shall be the successor of the Trustee or the Certificate
Administrator, as applicable, hereunder, provided that (i) such Person shall be eligible under the provisions of Section 8.6,
without the execution or filing of any paper or further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding and (ii) Rating Agency Confirmation shall have been delivered to such Person.


 


8.10.      
 Appointment of Co-Trustee or Separate Trustee. (a)  At any time or times, for the purpose of meeting any
legal requirements of any jurisdiction in which any part of the Property may at the time be located or in which any action of the
Trustee may be required to be performed or taken, the Trustee, the Depositor or the Holders of Certificates evidencing, in the
aggregate, a majority of the Voting Rights of the outstanding Certificates, by an instrument in writing signed by it or them, may
appoint one or more individuals or corporations to act as separate trustee or separate trustees or co-trustees, acting jointly
with the Trustee, of all or any part of the Property, to the full extent that local law makes it necessary for such separate trustee
or separate trustees or co-trustee acting jointly with the Trustee to act. The fees and expenses of any separate trustee or co-trustee
shall be paid by the Trust Fund pursuant to Section 3.4(c).


 


(b)           The Trustee shall execute, acknowledge and deliver all such instruments as may be required by the legal requirements of
any jurisdiction or by any such separate trustee or separate trustees or co-trustee for the purpose of more fully conferring such
title, rights or duties to such separate trustee or separate trustees or co-trustee, it, he, she or they shall be vested with such
title to the Property or any part thereof, and with such rights, powers, duties and


 



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obligations as shall be specified in the instrument
of appointment, and such rights, powers, duties and obligations shall be conferred or imposed upon and exercised or performed by
the Trustee, or the Trustee and such separate trustee or separate trustees or co-trustees jointly with the Trustee subject to all
the terms of this Agreement, except to the extent that under any law of any jurisdiction in which any particular act or acts are
to be performed shall be exercised and performed by such separate trustee or separate trustees or co-trustee, as the case may be.
Any separate trustee or separate trustees or co-trustee may, at any time by an instrument in writing, constitute the Trustee, its
attorney-in-fact and agent with full power and authority to do all acts and things and to exercise all discretion on its behalf
and in its, her or his name. In the event that any such separate trustee or co-trustee shall die, become incapable of acting, resign
or be removed, the title to any applicable Property and all assets, property, rights, powers, duties and obligations of such separate
trustee or co-trustee shall, so far as permitted by law, vest in and be exercised by the Trustee, without the appointment of a
successor to such separate trustee or co-trustee unless and until a successor is appointed.


 


(c)           All provisions of this Agreement which are for the benefit of the Trustee and Certificate Administrator shall extend to
and apply to each separate trustee or co-trustee appointed pursuant to the foregoing provisions of this Section 8.10,
and to the Trustee and Certificate Administrator in each capacity that it may assume hereunder, including, without limitation,
its capacity as Certificate Administrator, Certificate Registrar, Authenticating Agent, Custodian, paying agent and 17g-5 Information
Provider, as applicable.


 


(d)           Every co-trustee and separate trustee hereunder shall, to the extent permitted by law, be appointed and act and the Trustee
shall act, subject to the following provisions and conditions: (i) all powers, duties, obligations and rights conferred upon
the Trustee in respect of the receipt, custody, investment and payment of monies shall be exercised solely by the Trustee; (ii) all
other rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed and exercised
or performed by the Trustee and such co-trustee or trustees and separate trustee or trustees jointly except to the extent that
under any law of any jurisdiction in which any particular act or acts are to be performed, the Trustee shall be incompetent or
unqualified to perform such act or acts, in which event such rights, powers, duties and obligations shall be exercised and performed
by such co-trustee or trustees; (iii) no power hereby given to, or exercisable by, any such co-trustee or separate trustee
shall be exercised hereunder by such co-trustee or separate trustees except jointly with, or with the consent of, the Trustee;
and (iv) no trustee hereunder shall be personally liable by reason of any act or omission of any other trustees hereunder.


 


If, at any time, the
Trustee shall deem it no longer necessary or prudent in order to conform to any such law, the Trustee shall execute and deliver
all instruments and agreements necessary or proper to remove any co-trustee or separate trustee. Notwithstanding the foregoing,
the appointment of a co-trustee or separate trustee by the Trustee shall not relieve the Trustee of its obligations, duties, or
responsibilities in any way or to any degree.


 


(e)           Any request, approval or consent in writing by the Trustee to any co-trustee or separate trustee shall be sufficient warrant
to such co-trustee or separate trustee, as the case may be, to take such action as may be so required, approved or consented to.


 






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(f)            Notwithstanding any other provision of this Section 8.10, the powers of any co-trustee or separate trustee shall
not exceed those of the Trustee hereunder, and such co-trustee or separate trustee must meet the eligibility requirements set forth
in Section 8.6.


 


8.11.      
Appointment of Authenticating Agent and Custodian. (a)  The Certificate Administrator may appoint an agent
or agents which shall be authorized to act on behalf of the Certificate Administrator to authenticate Certificates (each such agent,
an “Authenticating Agent”), and Certificates so authenticated shall be entitled to the benefits of this Agreement
and shall be valid and obligatory for all purposes as if authenticated by the Certificate Administrator hereunder. Wherever a reference
is made in this Agreement to the authentication and delivery of Certificates by the Certificate Administrator or the Certificate
Administrator’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf
of the Certificate Administrator by an Authenticating Agent and a certificate of authentication executed on behalf of the Certificate
Administrator by an Authenticating Agent. Each Authenticating Agent shall, at all times, be a corporation or association organized
and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under
such law to act as Authenticating Agent, having a combined capital and surplus of not less than $15,000,000, authorized under such
laws to do trust business and subject to supervision or examination by federal or state authorities. If such Authenticating Agent
publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority,
then for the purposes of this Section 8.11 the combined capital and surplus of such Authenticating Agent shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so published. If, at any time, an Authenticating
Agent shall cease to be eligible in accordance with the provisions of this Section 8.11, such Authenticating Agent
shall resign immediately in the manner and with the effect specified in this Section 8.11. The initial Authenticating
Agent shall be the Certificate Administrator.


 


(b)           Any Person into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any Person
resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any Person succeeding
to the corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such
Person shall be otherwise eligible under this Section 8.11, without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.


 


(c)           An Authenticating Agent may resign at any time by giving at least thirty (30) days’ advance written notice thereof
to the Certificate Administrator, the Servicer or the Special Servicer, as applicable, and the Depositor. The Certificate Administrator
may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent,
the Servicer or the Special Servicer, as applicable, and the Depositor. Upon receiving such a notice of resignation or upon such
a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of
this Section 8.11, the Certificate Administrator may appoint a successor Authenticating Agent and shall mail written
notice of such appointment by first class mail, postage prepaid to all Certificateholders as their names and addresses appear in
the Certificate Register and the VRR Interest Owner. Any successor Authenticating Agent upon acceptance of its appointment


 



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hereunder
shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named
as an Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of
this Section 8.11.


 


(d)           The Certificate Administrator is hereby appointed as the initial Custodian. Any successor Certificate Administrator appointed
pursuant to Section 8.7 and Section 8.8 shall be deemed to be appointed as the successor Custodian upon the effectiveness
of its appointment as the successor Certificate Administrator.


 


8.12.      
 Indemnification by the Trustee and the Certificate Administrator. The Trustee and the Certificate Administrator,
as applicable, severally and not jointly, shall indemnify and hold harmless the Trust from and against any claims, losses, damages,
penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by the
Trust that arise out of or are based upon (i) a breach by the Trustee or the Certificate Administrator (including in its
capacity as 17g-5 Information Provider) of its representations and warranties, as applicable, under this Agreement or (ii) negligence,
bad faith or willful misconduct on the part of the Trustee or the Certificate Administrator (including in its capacities as Custodian,
Certificate Registrar, Authenticating Agent, paying agent and 17g-5 Information Provider), as applicable, in the performance of
its obligations or its negligent disregard of such obligations under this Agreement.


 


The Certificate Administrator
shall indemnify and hold harmless the Depositor from and against any claims, losses, damages, penalties, fines, forfeitures, legal
fees and expenses and related costs, judgments and other costs and expenses incurred by the Depositor or its Affiliates that arise
out of or are based upon (i) a breach by the Certificate Administrator, in its capacity as 17g-5 Information Provider, of
its obligations under this Agreement or (ii) negligence, bad faith or willful misconduct on the part of the Certificate Administrator,
in its capacity as 17g-5 Information Provider, in the performance of such obligations or its negligent disregard of its obligations
and duties under this Agreement.


 


8.13.       
Certificate Administrator and Servicer Not Responsible for Inconsistent Payment Information. In connection with any
Distribution Date and a voluntary prepayment or the payment at maturity by the Borrower of the Trust Loan or any portion thereof,
the Certificate Administrator shall report the amount of such prepayment or payment to the Depository based on information received
from the Servicer or the Special Servicer in reliance on notices received from the Borrower. In the event of any inconsistencies
in payments or prepayments made by the Borrower with the previously delivered notices by the Borrower, all costs and expenses incurred
as a result of a failure by the Borrower to make any such payments or prepayment, shall be paid by the Borrower in accordance with
the Mortgage Loan Agreement provided that the amount of payment reported to the Depository by the Certificate Administrator
was consistent with the information received from the Servicer or the Special Servicer. If the Borrower fails to do so, such costs
and expenses shall be reimbursed to the Certificate Administrator and to the Servicer or the Special Servicer, as applicable, by
the Trust pursuant to Section 3.4(c) from funds on deposit in the Collection Account. Neither the Certificate Administrator,
the Servicer nor the Special Servicer shall be liable for any inability or delay of the Depository to make a distribution as a
result of such inconsistencies. Notwithstanding the foregoing, the Certificate Administrator


 



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shall notify the Depository on the
Remittance Date or as soon as reasonably possible of any such inconsistencies.


 


8.14.      
 Access to Certain Information.


 


(a)           The Certificate Administrator shall afford to any Privileged Person (which for this purpose excludes a Privileged Person
who provides the Certificate Administrator with an Investor Certification substantially in the form of Exhibit K-2
hereto) and to the Office of the Comptroller of the Currency, the Federal Deposit Insurance Corp. and any other banking or insurance
regulatory authority that may exercise authority over any Certificateholder or VRR Interest Owner, access to any documentation
regarding the Trust Loan or the assets of the Trust Fund that are in its possession or within its control, including without limitation:


 


(i)            the Mortgage Loan files, including any and all modifications, waivers and amendments to the terms of the Mortgage Loan entered
into or consented to by the Servicer or the Special Servicer and delivered to the Certificate Administrator;


 


(ii)           the annual, quarterly and monthly operating statements, if any, collected by or on behalf of the Servicer or the Special
Servicer, as applicable, and delivered to the Certificate Administrator for the Properties, and


 


(iii)          all notices and reports delivered to the Certificate Administrator with respect to the Properties as to which environmental
testing revealed any failure of the Properties to comply with any applicable law, including any environmental law, or which revealed
an environmental condition present at the Properties requiring further investigation, testing, monitoring, containment, clean up,
or remediation.


 


Such access shall be
afforded without charge but only upon reasonable prior written request and during normal business hours at the offices of the Certificate
Administrator.


 


The Certificate Administrator
will provide copies of the items described in this Section 8.14(a) to the extent in its possession to, and upon reasonable
written request of the Certificateholders (other than a Certificateholder or Beneficial Owner that is a Privileged Person who provides
the Certificate Administrator with an Investor Certification in the form of Exhibit K-2 hereto). The Certificate Administrator
may require payment for the reasonable costs and expenses of providing the copies and may also require a confirmation executed
by the requesting Person, in a form reasonably acceptable to the Certificate Administrator, to the effect that the Person making
the request is a Beneficial Owner or prospective purchaser of Certificates, is requesting the information solely for use in evaluating
its investment in the Certificates and will otherwise keep the information confidential. Certificateholders, by the acceptance
of their Certificates, will be deemed to have agreed to keep this information confidential.


 


(b)           The Certificate Administrator shall make available to Privileged Persons (which for this purpose excludes a Privileged Person
who provided the Certificate Administrator with an Investor Certification in the form of Exhibit K-2 hereto), via the
Certificate Administrator’s Website, the following items (to the extent such items were prepared by or


 



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delivered to the Certificate
Administrator in electronic format to trustadministrationgroup@wellsfargo.com):


 


(i)            The following “deal documents”:


 


(A)          the Offering Circular and any other disclosure document relating to the Certificates, in the form most recently provided
to the Certificate Administrator by the Depositor or by any Person designated by the Depositor;


 


(B)          
this Agreement, each sub-servicing agreement delivered to the Certificate Administrator since the Closing Date (if any),
the Trust Loan Purchase Agreement and any amendments and exhibits hereto or thereto; and


 


(C)          
the CREFC® Loan Setup File prepared by the Servicer and delivered to the Certificate Administrator;


 


(ii)           The following “periodic reports”:


 


(A)          all Distribution Date Statements prepared by the Certificate Administrator pursuant to Section 4.4(b); and


 


(B)          
all CREFC® Reports (other than the CREFC® loan setup file) prepared by, or delivered to, the
Certificate Administrator pursuant to Section 3.18(a); and;


 


(iii)          The following “additional documents”:


 


(A)          summaries
of Asset Status Reports delivered to the Certificate Administrator pursuant to Section 3.10;


 


(B)          
all inspection reports delivered to the Certificate Administrator pursuant to Section 3.22;


 


(C)          
all Appraisals delivered to the Certificate Administrator pursuant to Section 3.7(a);


 


(D)          any amendment, modification or waiver of a material term of any ground lease; and


 


(E)           the CREFC® Appraisal Reduction Template;


 


(iv)          The following “special notices”:


 


(A)          any
notice of final payment on the Certificates delivered to the Certificate Administrator pursuant to Section 4.1(d);


 


(B)          
any notice of termination of the Servicer or the Special Servicer delivered to the Certificate Administrator pursuant to
Section 7.1(c);


 






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(C)          
any notice of a Servicer Termination Event or Special Servicer Termination Event delivered to the Certificate Administrator
pursuant to Section 7.1(b);


 


(D)          any request by the Certificateholders representing at least 25% of the Voting Rights of all the then-outstanding Sequential
Pay Certificates to terminate the Special Servicer pursuant to Section 7.1(e);


 


(E)           any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(F)           any and all Officer’s Certificates and other evidence delivered to the Certificate Administrator to support the Trustee’s,
the Servicer’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would
be) a Nonrecoverable Advance, pursuant to Section 3.23(f);


 


(G)          
any Special Notice delivered to the Certificate Administrator pursuant to Section 5.6;


 


(H)          any amendment to this Agreement pursuant to Section 11.1(c);


 


(I)            any annual statements as to compliance and related Officer’s Certificates delivered to the Certificate Administrator
under Section 3.19;


 


(J)            any annual independent public accountants’ servicing reports delivered to the Certificate Administrator pursuant to
Section 3.20;


 


(K)           notice of any request by the holders of Certificates evidencing at least 25% of the Voting Rights of the Certificates (taking
into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balance of the Certificates)
to terminate and replace the Special Servicer;


 


(L)           notice of the occurrence or cessation of a Control Termination Event or a Consultation Termination Event;


 


(M)         
any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or the special servicer of
a Mezzanine Loan or is otherwise required to resign as Special Servicer under the terms of this Agreement; and


 


(N)         
 Any notice or documents provide to the Certificate Administrator by the Depositor or the Servicer directing the Certificate
Administrator to post such notice or documents to the “Special Notices” tab;


 


(v)           the “Investor Q&A Forum” pursuant to Section 4.5(a);


 






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(vi)          solely to Certificateholders and Beneficial Owner of Certificates, the “Investor Registry” pursuant to Section 4.5(b);
and


 


(vii)         the “US Risk Retention Special Notices” tab, which shall contain any notices provided by the Retaining Sponsor
relating to ongoing compliance with the Credit Risk Retention Rules.


 


The foregoing information
shall be made available by the Certificate Administrator on the Certificate Administrator’s Website promptly following receipt.
The Certificate Administrator shall have no obligation or duty to verify, confirm or otherwise determine whether the information
being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything other than what it purports
to be. In the event that any such information is delivered or posted in error, the Certificate Administrator may remove it from
the Certificate Administrator’s Website. The Certificate Administrator has not obtained and shall not be deemed to have obtained
actual knowledge of any information posted to the Certificate Administrator’s Website to the extent such information was
not produced by the Certificate Administrator. In connection with providing access to the Certificate Administrator’s Website,
the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall
not be liable for the dissemination of information in accordance with the terms of this Agreement, makes no representation or warranty
as to the accuracy or completeness of such information being made available, and assumes no responsibility for such information,
other than such information prepared by the Certificate Administrator. Assistance in using the Certificate Administrator’s
Website may be obtained by calling (866) 846-4526. The Certificate Administrator shall provide a mechanism to notify each Person
that has signed-up for access to the Certificate Administrator’s Website in respect of the transaction governed by this Agreement
each time an additional document is posted to the Certificate Administrator’s Website.


 


The Certificate Administrator
shall, in addition to posting the applicable notices on the “US Risk Retention Special Notices” tab described in clause
(vii) above, provide email notification to any Privileged Person (other than Financial Market Publishers) that has registered to
receive access to the Certificate Administrator’s Website that a notice has been posted to the “US Risk Retention Special
Notices” tab.


 


The 17g-5 Information
Provider shall make available solely to the Depositor, the Rating Agency and NRSROs the following items to the extent such items
are delivered to it via email at 17g5informationprovider@wellsfargo.com, specifically with a subject reference of “SG Commercial
Mortgage Securities Trust 2019-PREZ” and an identification of the type of information being provided in the body of the email,
or via any alternate email address following notice to the parties hereto or any other delivery method established or approved
by the 17g-5 Information Provider if or as may be necessary or beneficial:


 


(i)            any Asset Status Report delivered by the Special Servicer under Section 3.10(i);


 


(ii)           any environmental reports delivered by the Special Servicer under Section 3.12(e);


 






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(iii)          any annual statements as to compliance and related Officer’s Certificates delivered under Section 3.19;


 


(iv)          any annual independent public accountants’ servicing reports delivered pursuant to Section 3.20;


 


(v)           any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10(i);


 


(vi)          any information requested by the Depositor or the Rating Agency pursuant to Section 3.21(a) (it being understood
the 17g-5 Information Provider shall not disclose on the 17g-5 Information Provider’s Website which Rating Agency requested
such information as provided in Section 3.21(a));


 


(vii)         any notice to the Rating Agency relating to the Servicer’s determination to take action without receiving Rating Agency
Confirmation as set forth in Section 3.28(a);


 


(viii)        any requests for Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section 3.28(a);


 


(ix)           any notice of resignation of the Trustee or the Certificate Administrator and any notice of the acceptance of appointment
by the successor Trustee or successor Certificate Administrator pursuant to Section 8.7;


 


(x)            any and all Officer’s Certificates and other evidence to support the Trustee’s, the Servicer’s or the
Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance,
pursuant to Section 3.23(f);


 


(xi)           any notice of a Servicer Termination Event or Special Servicer Termination Event delivered pursuant to Section 7.1(b);


 


(xii)          any summary of oral communications with the Rating Agency that are delivered to the 17g-5 Information Provider pursuant
to Section 8.14(b); provided that the summary of such oral communications shall not attribute which Rating Agency
the communication was with;


 


(xiii)         any amendment to this Agreement pursuant to Section 11.1(c);


 


(xiv)        notice of final payments on the Certificates;


 


(xv)         notice of any amendments to the Trust Loan Purchase Agreement and the Co-Lender Agreement;


 


(xvi)        notice of any material modifications or amendment to the Mortgage Loan Documents;


 


(xvii)       notice of any change to a Manager;


 






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(xviii)      the Rating Agency Q&A Forum and Document Request Tool pursuant to Section 4.5(d); and


 


(xix)         any notice sent by the Trustee requesting the resignation of the Special Servicer or providing notice of the appointment
of a replacement Special Servicer in the event that the Special Servicer becomes a Borrower Affiliate or is the special servicer
of a Mezzanine Loan or is otherwise required to resign as Special Servicer under the terms of this Agreement.


 


The foregoing information
shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website. Information will be
posted on the same Business Day of receipt if such information is received by 2:00 p.m. (eastern time) or, if received after 2:00
p.m., on the next Business Day by 12:00 p.m. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm
or otherwise determine whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise
is or is not anything other than what it purports to be. In the event that any information is delivered or posted in error, the
17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate Administrator and
the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of any information posted
to the 17g-5 Information Provider’s Website to the extent such information was not produced by the Certificate Administrator.
Access will be provided by the 17g-5 Information Provider to (i) the NRSROs upon receipt of an NRSRO Certification and (ii) the
Depositor. If the Rating Agency requests access to the 17g-5 Information Provider’s Website, access shall be granted by the
17g-5 Information Provider on the same Business Day, provided that such request is made prior to 2:00 p.m. (eastern time)
on such Business Day, or, if received after 2:00 p.m. (eastern time), on the following Business Day by 12:00 p.m. Questions regarding
delivery of information to the 17g-5 Information Provider may be directed to www.ctslink.com or 17g5informationprovider@wellsfargo.com.
In the event that any report, statement, document, file or other data to be delivered to the 17g-5 Information Provider under this
Agreement is too large in its electronic form to be delivered via email, such report, statement, document, file or other data may
be uploaded to an alternate location provided by the 17g-5 Information Provider, and the party uploading such report, statement,
document, file or other data shall notify the 17g-5 Information Provider via email that such report, statement, document, file
or other data has been so uploaded and is ready for posting to the 17g-5 Information Provider’s Website.


 


The 17g-5 Information
Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement that such information
was received and that it has been posted. The 17g-5 Information Provider shall provide a mechanism to promptly notify each NRSRO
that has signed-up for access to the 17g-5 Information Provider’s website in respect of the transaction governed by this
Agreement each time an additional document is posted to the 17g-5 Information Provider’s Website and such notice shall specifically
identify such document in the subject line or otherwise in the body of the email. The 17g-5 Information Provider shall send such
notice to such Person’s email address provided by and used by such Person for the purpose of accessing the 17g-5 Information
Provider’s Website, including a general email address if such general email address has been provided to the 17g-5 Information
Provider in connection with a completed NRSRO Certification in the form of Exhibit M hereto. In connection with providing
access to the Certificate Administrator’s Website or the 17g-5


 



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Information Provider’s Website, and the 17g-5 Information
Provider may require registration and the acceptance of a disclaimer. The 17g-5 Information Provider shall not be liable for the
dissemination of information in accordance with the terms of this Agreement, makes no representation or warranty as to the accuracy
or completeness of such information being made available, and assumes no responsibility for such information. The 17g-5 Information
Provider shall not be liable for failing to make any information available to the Rating Agency or NRSROs unless same was delivered
to it at its email address set forth above, with the proper subject heading. Assistance in using the Certificate Administrator’s
Website or the 17g-5 Information Provider can be obtained by calling (866) 846-4526.


 


If any of the parties
to this Agreement receives a Form ABS Due Diligence-15E from any party in connection with any third-party due diligence services,
as defined in Rule 17g-10 under the Exchange Act, such party may have provided with respect to the Mortgage Loan (“Due
Diligence Service Provider”), such receiving party shall promptly forward such Form ABS Due Diligence-15E to the 17g-5
Information Provider for posting on the 17g-5 Information Provider’s Website. The 17g-5 Information Provider shall post on
the 17g-5 Information Provider’s Website any Form ABS Due Diligence-15E it receives directly from a Due Diligence Service
Provider or from another party to this Agreement, promptly upon receipt thereof.


 


(c)           Each
of the Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt, also deliver,
produce or otherwise make available through its website or otherwise, any CREFC® Reports and any additional information
relating to the Mortgage Loan, the Property or the Borrower, for review by the Depositor, the Initial Purchasers, the Trustee,
each Companion Loan Holder, the Certificate Administrator and any other Persons who deliver an Investor Certification or confidentiality
agreement in accordance with this Section 8.14(c), and the Rating Agency (only to the extent such additional information
was previously delivered to the 17g-5 Information Provider or is simultaneously delivered to the 17g-5 Information Provider in
accordance with the provisions of Section 8.14(b), who shall post such additional information on the 17g-5 Information
Provider’s Website in accordance with the provisions of Section 8.14(b)) (collectively, the “Disclosure
Parties”), in each case, except to the extent doing so is prohibited by this Agreement, applicable law or by the Mortgage
Loan Documents. Each of the Servicer and the Special Servicer shall be entitled to (i) indicate the source of such information
and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the recipient of such information
(A) except for the Depositor, the Certificate Administrator and the Trustee, deliver an Investor Certification or enter into a
confidentiality agreement acceptable to the Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the
Servicer or the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to
the extent access to such information is provided via the Servicer’s or the Special Servicer’s website, the Servicer
and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional
or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of
the information described in this Section 8.14(c) to current or prospective Certificateholders or the VRR Interest
Owner the form of confidentiality agreement used by the Servicer or the Special Servicer, as applicable, shall be: (i) in
the case of a Certificateholder, an Investor Certification executed by the requesting Person indicating that such Person is a
Holder of Certificates and will keep such information confidential (except that such Certificateholder may provide such information
(x) to


 



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its auditors, legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any
Certificate or interest therein (provided that such other Person confirms in writing such ownership interest or prospective
ownership interest and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of
Certificates or interests therein or VRR Interest, an Investor Certification indicating that such Person is a prospective purchaser
of a Certificate or an interest therein and is requesting the information for use in evaluating a possible investment in Certificates
and will otherwise keep such information confidential. In the case of a licensed or registered investment advisor acting on behalf
of a current or prospective Certificateholder or VRR Interest Owner, the Investor Certification shall be executed and delivered
by both the investment advisor and such current or prospective Certificateholder.


 


Neither the Servicer
nor the Special Servicer shall be liable for the dissemination of information in accordance with this Agreement. Neither the Servicer
nor the Special Servicer shall be responsible or have any liability for the completeness or accuracy of the information delivered,
produced or otherwise made available pursuant to this Section 8.14(c) unless such information was produced by the Servicer
or the Special Servicer, as applicable.


 


The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall be permitted to orally communicate with the Rating Agency; provided
that such party summarizes the information provided to the Rating Agency in such communication in writing and provides the 17g-5
Information Provider with such written summary in accordance with the procedures set forth in Section 8.14(b) on the
same day such communication takes place; provided that the summary of such oral communications shall not be attributed to
the Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information Provider’s
website in accordance with the procedures set forth in Section 8.14(b).


 


None of the foregoing
restrictions in this Section 8.14 or otherwise in this Agreement shall prohibit or restrict oral or written communications,
or providing information, between the Servicer or the Special Servicer, on the one hand, and the Rating Agency or NRSRO, on the
other hand, with regard to (i) the Rating Agency’s or NRSRO’s review of the ratings it assigns to the Servicer or the
Special Servicer, as applicable, (ii) the Rating Agency’s or NRSRO’s approval of the Servicer or the Special Servicer,
as applicable, as a commercial mortgage master, special or primary servicer or (iii) the Rating Agency’s or NRSRO’s
evaluation of the Servicer’s or the Special Servicer’s, as applicable, servicing operations in general; provided,
that the Servicer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the
Trust Loan to the Rating Agency or NRSRO in connection with such review and evaluation by the Rating Agency or NRSRO unless (x)
borrower, property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5
Information Provider and has been uploaded on to the 17g-5 Information Provider’s Website or (z) the Rating Agency confirms
in writing that it does not intend to use such information in undertaking credit rating surveillance with regard to the Certificates;
provided, however, that the Rating Agency may use information delivered in reliance on the certification in this
clause (z) for any purpose to the extent it is publicly available (unless the availability results from a breach of this Agreement
or any other confidentiality agreement to which the Rating Agency is subject) or comprised of information collected by the


 



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Rating
Agency from the 17g-5 Information Provider’s Website (or another 17g-5 information provider’s website that they have
access to) other than pursuant to this Section 8.14(c).


 


In connection with the
delivery by the Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider of any information, report,
notice or document for posting to the 17g-5 Information Provider’s Website pursuant to this Agreement, the 17g-5 Information
Provider shall notify the Servicer or the Special Servicer when such information, report, notice or document has been posted. The
Servicer or the Special Servicer, as applicable, may, but is not obligated to, send such information, report, notice or other document
to the Rating Agency so long as such information, report, notice or other document (a) was previously provided to the 17g-5
Information Provider or (b) is simultaneously provided to the 17g-5 Information Provider.


 


Each of the Servicer
and the Special Servicer (each, a “17g-5 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, a “17g-5 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) to which any such 17g-5 Indemnified Party may become subject, under the Securities Act, the Exchange Act or
otherwise, pursuant to a third-party claim, insofar as such losses, liabilities, damages, claims, judgments, costs, fees, penalties,
fines, forfeitures or other expenses (including reasonable legal fees and expenses) arise out of or are based upon such 17g-5 Indemnifying
Party’s breach of (i) any obligation relating to the provision of information to the Rating Agency set forth in the first
paragraph of Section 8.14(c) or (ii) any obligation set forth in the third, fourth and fifth paragraphs of Section 8.14(c),
and shall reimburse such 17g-5 Indemnified Party for any legal or other expenses reasonably incurred by such 17g-5 Indemnified
Party in connection with investigating or defending any such action or claim, as such expenses are incurred.  The foregoing
indemnity obligation shall be in addition to the indemnity obligation of any 17g-5 Indemnifying Party under Section 6.6
and shall not be construed as limiting such 17g-5 Indemnifying Party’s indemnity obligations under Section 6.6.


 


9.          CERTAIN MATTERS RELATING TO THE DIRECTING HOLDER


 


9.1.         
Selection and Removal of the Directing Holder


 


(a)           [RESERVED]


 


(b)           The Directing Holder shall be selected by the Majority Controlling Class Certificateholders, as determined by the Certificate
Registrar from time to time; provided that (A) absent such appointment, or (B) until a Directing Holder is so appointed,
or (C) upon receipt by the Servicer, the Special Servicer and the Certificate Administrator of notice from the Majority Controlling
Class Certificateholders that a Directing Holder is no longer so designated, the Controlling Class Certificateholder which owns
and is identified (with contact information) to the Servicer, the Special Servicer and the Certificate Administrator as owning,
the largest aggregate Certificate Balance of Certificates of the Controlling Class shall be the Directing Holder. In the case of
a Directing Holder to be appointed by the Majority Controlling Class


 



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Certificateholders, each Holder of the Certificates of the
Controlling Class shall be entitled to vote in each election of the Directing Holder. Notwithstanding anything to the contrary
herein, the (x) Directing Holder cannot be any Borrower Affiliate or any of their servicers or respective agents or Affiliates
and (y) for purposes of determining the Majority Controlling Class Certificateholders and/or appointing the Directing Holder, any
Borrower Affiliate or any of their servicers or respective agents or Affiliates shall be deemed not to be a Certificateholder and
shall not be entitled to exercise such right. Notwithstanding anything to the contrary herein, each of the Trustee and the Certificate
Administrator may conclusively rely on any Investor Certification provided to it in connection with the foregoing and may require
that Investor Certifications are resubmitted from time to time in accordance with its policies and procedures.


 


(c)           The initial Directing Holder is Angelo, Gordon Co., L.P. The Majority Controlling Class Certificateholders shall give written
notice to the Trustee, the Certificate Administrator, the Servicer and the Special Servicer of the appointment of any subsequent
Directing Holder (in order to receive notices hereunder). Any Controlling Class Certificateholder that owns, and is identified
(with contact information) to the Servicer, the Special Servicer, the Trustee and the Certificate Administrator as owning, the
largest aggregate Certificate Balance of Certificates of the Controlling Class, shall give written notice to the Trustee, the Certificate
Administrator, the Servicer and the Special Servicer of the appointment of a Directing Holder (if any) (in order to receive notices
hereunder) by such Controlling Class Certificateholder for so long as such Controlling Class Certificateholder owns the largest
aggregate Certificate Balance of the Controlling Class and shall also state that such Directing Holder is not a Borrower or Borrower
Affiliate.


 


(d)           The Directing Holder may be removed at any time by the written vote of the Majority Controlling Class Certificateholders,
and a copy of the results of such vote shall be delivered to the Certificate Administrator, the Trustee, the Servicer and the Special
Servicer.


 


(e)           Each Controlling Class Certificateholder is hereby deemed to have agreed by virtue of its purchase of a Certificate to provide
its name and address to the Certificate Administrator and the Trustee and to notify the Certificate Administrator and all the parties
hereto of the selection of a Directing Holder or the resignation or removal thereof. Any Certificateholder or its designee at any
time appointed Directing Holder is hereby deemed to have agreed by virtue of its purchase of a Certificate to notify the Certificate
Administrator, the Trustee, the Special Servicer and the Servicer of the identity of the Directing Holder and any resignation or
removal thereof when such Certificateholder or its designee is appointed Directing Holder and when it is removed or resigns. In
addition, upon the request of the Servicer or the Special Servicer, as applicable, the Certificate Administrator shall provide
the name of the then-current Directing Holder and a list of the Certificateholders (or Beneficial Owners, if applicable, at the
expense of the requesting party) of the Controlling Class to such requesting party. In addition, (i) any Holder owning more than
fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed by virtue of its
purchase of a Certificate to notify the Trustee and the Certificate Administrator when it no longer holds the majority of the Controlling
Class Certificates (by Certificate Balance), and (ii) each of the Holders of the Controlling Class Certificates who collectively
own more than fifty percent (50%) of the applicable Controlling Class (by Certificate Balance) is hereby deemed to have agreed
by virtue of its purchase of a Certificate to notify the Trustee and the Certificate Administrator when


 



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it transfers its Controlling
Class Certificate (or its beneficial interest in the Controlling Class Certificates) and, as a result of such transfer, such Holders
who collectively appointed the Directing Holder no longer collectively own more than the applicable percentage of the Controlling
Class Certificates (by Certificate Balance) set forth above, provided in no event with respect to either clause (i)
or (ii) shall any Controlling Class Certificateholder have any liability to any Person for the failure to provide any such
notices.


 


(f)            Once a Directing Holder has been selected, each of the Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Trustee and each other Certificateholder (or Beneficial Owner, if applicable) shall be entitled to rely on such selection unless
the Majority Controlling Class Certificateholders shall have notified each other party to this Agreement and each other Certificateholder
of the Controlling Class, in writing, of the resignation of such Directing Holder or the selection of a new Directing Holder.


 


(g)           Until it receives notice to the contrary, each party to this Agreement shall be entitled to rely on the most recent notification
with respect to the identity of the Certificateholders of the Controlling Class and the Directing Holder.


 


(h)           The Directing Holder shall be responsible for its own expenses.


 


Notwithstanding any other
provision to this Agreement, in the event that no Controlling Class Certificateholder, Directing Holder or no Risk Retention Consultation
Party has been appointed or identified to the Servicer or the Special Servicer, as applicable, and the Servicer or the Special
Servicer, as applicable, has attempted to obtain such information from the Certificate Administrator and no such entity has been
identified to the Servicer or the Special Servicer, as applicable, then the 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 Controlling Class Certificateholder,
Directing Holder or Risk Retention Consultation Party as the case may be until such time as a Directing Holder or Risk Retention
Consultation Party meeting the definition thereof is so appointed or identified. Upon request, the Certificate Administrator shall
provide such information as is then in its possession to identify the Directing Holder or Risk Retention Consultation Party to
the Servicer and the Special Servicer.


 


9.2.         
Limitation on Liability of Directing Holder; Acknowledgements of the Certificateholders.


 


Neither the Controlling
Class nor the Directing Holder shall have any liability to the Trust, the Companion Loan Holders, the Certificateholders or the
VRR Interest Owner for any action taken, or for refraining from the taking of any action, or for errors in judgment.


 


By its acceptance of
a Certificate, each Certificateholder acknowledges and agrees and each VRR Interest Owner acknowledges and agrees that the Directing
Holder and/or the Controlling Class Certificateholders (i) may have special relationships and interests that conflict with those
of Holders of one or more Classes of the Certificates, including owning securities backed by the Companion Loans or any interest
in the Companion Loans, (ii) may act solely in the interests of the Holders of the Controlling Class, including the Directing
Holder, (iii) does not have any duties or liability to the Trust or to the Holders of any Class of


 



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Certificates or the VRR
Interest Owner, (iv) may take actions that favor the interests of one or more Classes of the Certificates, including the Holders
of the Controlling Class, over the interests of the Holders of one or more other Classes of the Certificates or the VRR Interest
Owner, and (v) shall have no liability whatsoever to the Trust, any other party to this Agreement, any Certificateholder, the VRR
Interest Owner or any other Person (including any Borrower Affiliate) for having so acted as set forth in clauses (i) through
(iv) above, and no Certificateholder or the VRR Interest Owner may take any action whatsoever against the Directing Holder,
the Controlling Class Certificateholders or any director, officer, employee, partner, member, shareholder, agent or principal of
the Directing Holder or the Controlling Class Certificateholders, as applicable, as a result of the Directing Holder or the Controlling
Class Certificateholders having so acted.


 


9.3.         
Rights and Powers of the Directing Holder.


 


(a)           Notwithstanding anything herein to the contrary, except as set forth in, and in any event subject to, Section 3.24(d),
Section 9.3(b), Section 9.3(c) and the second (2nd) and third (3rd) paragraphs of this Section 9.3(a), (i)
the Servicer shall not be permitted to take any of the actions constituting a Major Decision unless it has obtained the consent
of the Special Servicer which consent shall be deemed given if the Special Servicer does not object within fifteen (15) Business
Days (after delivery of a written recommendation and analysis to the Special Servicer and information reasonably requested by the
Special Servicer) unless such actions are part of an Asset Status Report approved by the Directing Holder under Section 3.10(i)
or is otherwise implemented by the Special Servicer in accordance with the terms of this Agreement and (ii) prior to the occurrence
and continuance of a Control Termination Event, the Special Servicer shall not be permitted to (A) consent to the Servicer’s
taking any of the actions constituting a Major Decision, or (B) itself take any of the actions constituting a Major Decision, but
subject to Section 3.10(i) if, in either case, the Directing Holder has objected to the action in writing within ten (10)
Business Days after receipt of a written report by the Special Servicer describing in reasonable detail (i) the background and
circumstances requiring action of the Special Servicer, (ii) the proposed course of action recommended, and (iii) any direct or
indirect conflict of interest in the action (provided that if such written objection has not been received by the Special
Servicer within such ten (10) Business Day period, then the Directing Holder shall be deemed to have approved such action). In
the event that the Special Servicer or Servicer, as applicable, determines that immediate action, with respect to a Major Decision,
or any other matter requiring consent of the Directing Holder prior to the occurrence and continuance of a Control Termination
Event under this Agreement (or consultation with the Directing Holder after the occurrence and during the continuance of a Control
Termination Event, but prior to the occurrence of a Consultation Termination Event), is necessary to protect the interests of the
Certificateholders and the VRR Interest Owner, the Special Servicer or Servicer, as the case may be, may take any such action without
waiting for the Directing Holder’s response (or without such consultation) so long as the Servicer or the Special Servicer,
as applicable, has made a reasonable effort to contact the Directing Holder to inform it of such need. The Special Servicer is
not required to obtain the consent of the Directing Holder for any Major Decision upon the occurrence and during the continuance
of a Control Termination Event; provided, however, that after the occurrence and during the continuance of a Control
Termination Event but prior to the occurrence of a Consultation Termination Event, the Special Servicer shall not be required to
obtain the consent of the Directing Holder but shall consult with the Directing Holder on a non-


 



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binding basis in connection with
any Major Decision (and such other matters that are subject to consent, approval, direction or consultation rights of the Directing
Holder hereunder) and to consider alternative actions recommended by the Directing Holder in respect of such matters. With respect
to any action requiring the Directing Holder’s consent, if the Directing Holder does not respond to a request for its consent
within ten (10) Business Days (or such other length of time as specified in this Agreement with respect to any particular action
requiring consent), such consent will be deemed to have been given. In the event that no Directing Holder has been appointed or
identified to the Servicer or the Special Servicer, as applicable, and the Servicer or the Special Servicer, as applicable, has
attempted to obtain such information from the Certificate Administrator and no such entity has been identified to the Servicer
or the Special Servicer, as applicable, then until such time as the new Directing Holder is identified, the Servicer or the Special
Servicer, as applicable, shall have no duty to consult with, provide notice to, or seek the approval or consent of any such Directing
Holder as the case may be.


 


In addition, for so long
as no Control Termination Event has occurred and is continuing, subject to Section 9.3(b), Section 9.3(c) and the
immediately following paragraph, the Directing Holder may direct the Special Servicer to take, or to refrain from taking, such
other actions with respect to the Mortgage Loan as the Directing Holder may reasonably deem advisable. With respect to any action
requiring the consent of the Directing Holder hereunder, to the extent the Directing Holder does not respond to request for consent
within 10 Business Days, consent shall be deemed given.


 


If the Special Servicer
or Servicer, as applicable, determines that a refusal to consent by the Directing Holder or any objection, consultation or direction
or advice from the Directing Holder, the Controlling Class Certificateholders, the Risk Retention Consultation Party or any other
Person would (A) otherwise require or cause the Special Servicer or Servicer, as applicable, to violate the terms of the Mortgage
Loan Documents, the Co-Lender Agreement, applicable law, provisions of the Code resulting in an Adverse REMIC Event or this Agreement,
(including without limitation, actions inconsistent with Accepted Servicing Practices), (B) expose any Certificateholder, VRR Interest
Owner, the Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust or their respective Affiliates,
officers, directors or agent to any claim, suit or liability, (C) result in the imposition of a tax upon the Trust (other than
a tax on “net income from foreclosure property”) or loss of REMIC status or (D) materially expand the scope of the
Special Servicer’s, the Servicer’s, the Trustee’s or the Certificate Administrator’s responsibilities hereunder,
then the Special Servicer or Servicer, as applicable, shall disregard such refusal to consent, direction or advice and notify the
Directing Holder, the Risk Retention Consultation Party the Trustee, the Certificate Administrator and the 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 Servicer or the Special Servicer in accordance with the direction of or approval of the Directing Holder or the
Risk Retention Consultation Party that does not violate the Mortgage Loan Documents, the Co-Lender Agreement, this Agreement, any
applicable law, provisions of the Code resulting in an Adverse REMIC Event or Accepted Servicing Practices or any other provisions
of this Agreement, shall not result in any liability on the part of the Servicer or the Special Servicer.


 


(b)           Notwithstanding anything to the contrary contained herein, but subject to the third paragraph of Section 9.3(a)
(i) after the occurrence and during the continuance of a


 



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Control Termination Event, the Directing Holder shall have no right
to consent to or direct any action taken or not taken by any party to this Agreement; (ii) after the occurrence and during
the continuance of a Control Termination Event but so long as no Consultation Termination Event is continuing, the Directing Holder
shall remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the
Servicer, Special Servicer and any other applicable party shall consult with the Directing Holder in connection with any action
to be taken or refrained from taking to the extent set forth herein; and (iii) during the continuance of a Consultation Termination
Event, the Directing Holder shall have no direction, consultation or consent rights hereunder and no right to receive any notices,
reports or information (other than notices, reports or information required to be delivered to all Certificateholders) or any other
rights as Directing Holder, and the Controlling Class will not be entitled to appoint a Directing Holder. For the avoidance of
doubt, if a Control Termination Event with respect to the Class E or Class F Certificates has occurred and is continuing but no
Consultation Termination Event has occurred, subject to Section 9.3(c), the Class E and Class F Certificates shall continue
to be the Controlling Class solely for purposes of enabling the Directing Holder to exercise the rights described in clause
(ii) of this paragraph.


 


If a Control Termination
Event no longer exists, then the Directing Holder shall regain all the consent and direction rights of the Directing Holder set
forth in this Agreement and the Controlling Class shall regain the right to appoint a Directing Holder as set forth in this Agreement.


 


In connection with the
Directing Holder’s right to consent or consult with respect to a Major Decision, as applicable, if the Servicer or the Special
Servicer determines that action is necessary to protect the Properties or the interests of the Certificateholders, the Companion
Loan Holders and the VRR Interest Owner from potential harm if such action is not taken, or if a failure to take any such action
at such time would be inconsistent with Accepted Servicing Practices, the Servicer or the Special Servicer may take actions with
respect to the Properties before the expiration of the applicable period for the Directing Holder to respond as described in this
section, if the Servicer or the Special Servicer reasonably determines in accordance with Accepted Servicing Practices that failure
to take such actions before the expiration of such period would materially adversely affect the interest of the Certificateholders,
and the Special Servicer has made a reasonable effort to contact the Directing Holder.


 


After the occurrence
and during the continuance of a Consultation Termination Event, the Directing Holder shall have no consultation or consent rights
hereunder and shall have no right to receive any notices, reports or information (other than notices, reports or information required
to be delivered to all Certificateholders) or any other rights as Directing Holder. However, the Directing Holder shall maintain
the right to exercise its Voting Rights for the same purposes as any other Certificateholder.


 


(c)           For purposes of determining the Directing Holder, exercising any rights of the Controlling Class or receiving Asset Status
Reports or any other information under this Agreement other than Distribution Date Statements, any holder of any interest in a
Controlling Class Certificate who is a Borrower Affiliate or an agent or Affiliate of the foregoing shall not be deemed to be a
Holder or Beneficial Owner of the Controlling Class and shall not be entitled to exercise such rights or receive such information.
If, as a result of the preceding sentence, no


 



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Holder or Beneficial Owner of Controlling Class Certificates would be eligible to
exercise such rights, there will be no Controlling Class.


 


(d)           The Certificate Administrator shall, within five (5) Business Days after its determination that a Control Termination Event
or a Consultation Termination Event has occurred or ceased to exist, post a “special notice” of such occurrence or
cessation of a Control Termination Event or Consultation Termination Event on the Certificate Administrator’s Website.


 


(e)           For so long as no Consultation Termination Event has occurred and is continuing, the Special Servicer shall provide notice
to the Directing Holder of any annual meeting with the Borrower and the Manager pursuant to the Mortgage Loan Documents, consult
with the Directing Holder regarding an agenda for such meeting, and invite the Directing Holder to attend such meeting (which invitation
the Directing Holder may accept or decline in its discretion). The Special Servicer shall provide advance notice to the Borrower
and the Manager that the Directing Holder has no authority to act on behalf of the holder of the Trust Loan.


 


(f)            For so long as no Consultation Termination Event has occurred, the Special Servicer shall provide notice to the Directing
Holder of any material notices that the Special Servicer has received under or related to any franchise agreement, management agreement,
comfort letter, subordination, non-disturbance and attornment agreement, recognition agreement or similar agreement and the Special
Servicer is required to consult with the Directing Holder with respect to the contents of such notices.


 


9.4.         
Directing Holder Contact with Servicer and Special Servicer.


 


Upon reasonable request,
each of the Servicer and the Special Servicer shall, without charge, make a Servicing Officer available to answer questions from
the Directing Holder (prior to the occurrence and continuance of a Control Termination Event) regarding the performance and servicing
of the Trust Loan (or, in the case of the Special Servicer, the Special Servicer’s operational activities on a platform level
basis related to the servicing of the Trust Loan after a Special Servicing Loan Event and the servicing of the Foreclosed Property)
for which the Servicer or the Special Servicer, as the case may be, is responsible.


 


Notwithstanding any provision
of this Agreement to the contrary, the failure of the Servicer or the Special Servicer to disclose any information otherwise required
to be disclosed by it pursuant to this Agreement shall not constitute a breach of this Agreement if the Servicer or the Special
Servicer, as applicable, determines, in its reasonable and good faith judgment and consistent with Accepted Servicing Practices,
that such disclosure would constitute a waiver of the attorney-client privilege on behalf of the Trust or the Trust Fund or otherwise
materially harm the Trust or the Trust Fund.


 


9.5.         
The Risk Retention Consultation Party.


 


(a)           The Special Servicer shall consult, solely on a non-binding basis (and consider alternative actions recommended by such
party) with the Risk Retention Consultation Party with respect to any Major Decision in the same manner as set forth in Section
9.4 with respect to the consultation rights of the Directing Holder after the occurrence and during the


 



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continuance of a Control
Termination Event and prior to the occurrence and continuance of a Consultation Termination Event. In the event the Special Servicer
receives no response from the Risk Retention Consultation Party within ten (10) days following the later of (i) the Special Servicer’s
written request for input on any requested consultation and (ii) delivery of all such additional information reasonably requested
by the Risk Retention Consultation Party related to the subject matter of such consultation, the Special Servicer shall not be
obligated to consult with the Risk Retention Consultation Party solely with respect to the specific matter.


 


(b)           If the Risk Retention Consultation Party is a Borrower Affiliate, then the Special Servicer shall have no obligation to
consult with the Risk Retention Consultation Party and the Risk Retention Consultation Party shall have no consultation rights
as set forth in this Agreement.


 


(c)           SGFC shall be the initial Risk Retention Consultation Party and shall remain so until a successor is appointed pursuant
to the terms of this Agreement. Upon the resignation or removal of the Risk Retention Consultation Party, the successor Risk Retention
Consultation Party shall deliver to the parties to this Agreement a certification substantially in the form of Exhibit K-3
to this Agreement prior to being recognized as a new Risk Retention Consultation Party. The parties hereto shall be entitled to
assume that the Risk Retention Consultation Party has not changed absent such notice. The Risk Retention Consultation Party may
not be a Borrower Affiliate.


 


(d)           Once the Risk Retention Consultation Party has been selected, each of the Servicer, the Special Servicer, the Depositor,
the Trustee, the Certificate Administrator and each Certificateholder (or Beneficial Owner, if applicable) shall be entitled to
rely on such selection unless SGFC or the Risk Retention Consultation Party itself shall have notified the Servicer, the Special
Servicer, the Trustee and the Certificate Administrator, in writing, of the selection of such new Risk Retention Consultation Party.


 


(e)           In the event that no Risk Retention Consultation Party has been appointed or identified to the Servicer or the Special Servicer,
as applicable, and the Servicer or the Special Servicer, as applicable, has attempted to obtain such information from the Certificate
Administrator and no such entity has been identified to the Servicer or the Special Servicer, as applicable, then until such time
as the related new Risk Retention Consultation Party is identified, the Servicer or the Special Servicer, as applicable, shall
have no duty to consult with, provide notice to, or seek the approval or consent of the Risk Retention Consultation Party as the
case may be.


 


(f)            No Risk Retention Consultation Party will have any liability to the Trust or the Certificateholders other than for having
acted in accordance with or as permitted by this Agreement.


 


Each Certificateholder
acknowledges and agrees, by its acceptance of its Certificates that the Risk Retention Consultation Party: (i) may have special
relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) may act solely
in the interests of the VRR Interest Owner; (iii) does not have any liability or duties to the Holders of any Class of Certificates;
(iv) may take actions that favor the interests of the Holders


 



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of one or more Classes or the VRR Interest Owner over the interests
of the Holders of one or more other Classes of Certificates; and (v) shall have no liability whatsoever (other than to the
VRR Interest Owner) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder
may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal
of the Risk Retention Consultation Party for having so acted.


 


10.        TERMINATION


 


10.1.      
 Termination. (a)  The respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created hereby (other than the obligation to make certain payments
to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments to Certificateholders
and the VRR Interest Owner after the final Distribution Date to the extent set forth in this Agreement and other than the obligation
of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC, to maintain books
and records of the Trust Fund for such period of time as it maintains its own books and records, and the indemnification rights
and obligations of the parties hereto) shall terminate upon the last action required to be taken by the Certificate Administrator
on the final Distribution Date pursuant to this Article 10 following the later of (i) the final payment on the Certificates
and the Uncertificated Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, the sale
of the Trust Loan pursuant to a intercreditor agreement or this Agreement, as applicable) or the liquidation or abandonment of
the Property and all other Collateral for the Trust Loan, provided, however, that in no event shall the Trust continue
beyond the expiration of twenty-one (21) years from the death of the last survivor of the descendants of Joseph P. Kennedy, the
late United States Ambassador to the Court of St. James’s, living on the date hereof.


 


(b)           On the final Distribution Date, all amounts on deposit in the Collection Account and not otherwise payable to a Person other
than the Certificateholders or the VRR Interest Owner, shall be applied generally as described in Section 4.1.


 


(c)           Notice of any termination, specifying the final Distribution Date (which shall be a date that would otherwise be a Distribution
Date) upon which the Certificateholders of any Class may surrender their Certificates to the Certificate Administrator for payment
of the final distribution and cancellation, shall be given promptly by the Certificate Administrator by letter to Certificateholders
and the VRR Interest Owner mailed as soon as practicable specifying (A) the final Distribution Date upon which final payment
of the Certificates and the VRR Interest shall be made upon presentation and surrender of Certificates at the office or agency
of the Certificate Administrator therein designated, (B) the amount of any such final payment and (C) that the Record
Date otherwise applicable to such Distribution Date is not applicable, payments being made only upon presentation and surrender
of the Certificates at the office or agency of the Certificate Administrator therein specified.


 


10.2.      
Additional Termination Requirements. In connection with any termination pursuant to Section 10.1 other
than final payment on the Trust Loan, the Trust Fund shall be terminated in accordance with the following additional requirements,
unless the


 



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Certificate Administrator has obtained at the expense of the Trust, an Opinion of Counsel that any other manner of terminating
either the Lower-Tier REMIC or the Upper-Tier REMIC will not subject the Trust Fund, the Lower-Tier REMIC or the Upper-Tier REMIC
to federal income tax:


 


(i)            Within eighty-nine (89) days prior to the final Distribution Date, the Certificate Administrator shall designate the first
day of the 90-day liquidation period of the Lower-Tier REMIC and the Upper-Tier REMIC which shall be specified in a notice from
the Certificate Administrator to the Certificateholders and the VRR Interest Owner as soon as practicable prior to such final Distribution
Date, and shall specify such date in the final tax return of each such Trust REMIC;


 


(ii)           At or after the time of adoption of such plan of complete liquidation and at or prior to the final scheduled Distribution
Date, the Servicer shall sell any remaining assets (other than cash) of the Trust Fund and credit the proceeds thereof to the Trust
Fund; and


 


(iii)          At or after such time as the proceeds from the disposition of the remaining assets of the Trust Fund shall have been credited
to the Trust Fund, the Certificate Administrator shall cause all remaining amounts held (A) as part of the Lower-Tier REMIC
to be distributed to the Certificate Administrator as holder of the Uncertificated Lower-Tier Interests and to the Holders of the
Class R Certificates (in respect of the Class LT-R Interest) in accordance with Section 4.1(b) and (B) as
part of the Upper-Tier REMIC to be distributed to the Holders of the Regular Certificates, the VRR Interest and the Class R
Certificates (in respect of the Class UT-R Interest) in accordance with Section 4.1(a) and Section 4.1(g).


 


10.3.      
 Trusts Irrevocable. Except as expressly provided herein, all trusts created hereby are irrevocable.


 


11.        MISCELLANEOUS PROVISIONS


 


11.1.      
 Amendment. (a)  This Agreement may be amended from time to time by the parties hereto, without the consent
of any of the Certificateholders, the VRR Interest Owner or the Companion Loan Holders:


 


(i)            to correct any inconsistency, defect or ambiguity in this Agreement or to correct any manifest error in any provision of
this Agreement;


 


(ii)           to cause the provisions in this Agreement to conform or be consistent with or in furtherance of the statements made in the
Offering Circular with respect to the Certificates, the VRR Interest, the Trust or this Agreement or to correct or supplement any
of the provisions of this Agreement which may be inconsistent with any other provisions in this Agreement or to correct any error;
provided that such amendment or supplement would not adversely affect in any material respect the interests of the Companion
Loan Holders not consenting thereto, as evidenced by (x) an Opinion of Counsel or (y) if any securities backed by any Companion
Loan is then rated, receipt of a Rating Agency Confirmation;


 






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(iii)          to change the timing and/or nature of deposits in the Collection Account, the Distribution Account or the Foreclosed Property
Account, provided that (A) the 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, the VRR Interest
Owner or the Companion Loan Holders not consenting thereto, as evidenced by (1) an Opinion of Counsel (at the expense of the party
requesting the amendment or at the expense of the Trust if the requesting party is the Trustee or the Certificate Administrator)
or (2) if the related Class of Certificates or Companion Loan Securities is rated by the Rating Agency or a Companion Loan Rating
Agency, as applicable, Rating Agency Confirmation or Companion Loan Rating Agency Confirmation, as applicable, is obtained;


 


(iv)          to modify, eliminate or add to any of its provisions to the extent necessary to maintain the qualification of either the
Lower-Tier REMIC or the Upper-Tier REMIC as a REMIC at all times that any Certificate or VRR Interest is outstanding, or to avoid
or minimize the risk of imposition of any tax on the Lower-Tier REMIC or the Upper-Tier REMIC; provided that the Trustee
and the Certificate Administrator received an Opinion of Counsel (at the expense of the party requesting the amendment or if the
requesting party is the Certificate Administrator or the Trustee, at the expense of the Trust) to the effect that (1) the action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of imposition of any such tax and (2)
the action will not adversely affect in any material respect the interests of any Holder of the Certificates, the VRR Interest
Owner or the Companion Loan Holders or (B) to the extent necessary for the Trust or any Other Securitization Trust to comply with
the Investment Company Act of 1940, as amended, the Trust Indenture Act of 1939, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations;


 


(v)           to modify, eliminate or add to any of its provisions 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; provided, further,
that the Depositor may conclusively rely upon an Opinion of Counsel to such effect;


 


(vi)          to make any other provisions with respect to matters or questions arising under this Agreement or any other change, provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder, the VRR Interest
Owner or the Companion Loan Holders not consenting thereto, as evidenced by an Opinion of Counsel or a Rating Agency Confirmation;
provided, further, prior to the occurrence of a Consultation Termination Event, any amendment pursuant to this clause
(vi) that would adversely affect the rights of the Controlling Class Certificateholder or the Directing Holder shall be subject
to the consent of such affected party or parties;


 


(vii)         to amend or supplement any provision of this Agreement to the extent necessary to maintain the then-current ratings assigned
to each Class of Certificates by the Rating Agency, as evidenced by Rating Agency Confirmation; provided, that any amendment
or supplement pursuant to this clause (vii) would not adversely affect in any


 



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material respect the interests of any Certificateholder,
VRR Interest Owner or Companion Loan Holder not consenting thereto, as evidenced by Rating Agency Confirmation;


 


(viii)        to
modify the provisions of this Agreement with respect to reimbursement of Nonrecoverable Advances if (A) the Depositor, the Servicer,
the Certificate Administrator and the Trustee, determine that the commercial mortgage backed securities industry standard for
such provisions has changed, in order to conform to such industry standard, (B) such modification does not cause the Upper-Tier
REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC, as evidenced by an Opinion of Counsel and (C) Rating Agency Confirmation
is obtained; provided, that prior to the occurrence of a Consultation Termination Event, any amendment pursuant to this
clause (viii) that would adversely affect the rights of the Controlling Class Certificateholder or the Directing Holder
will be subject to the consent of such affected party or parties;


 


(ix)           to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided
that such amendment does not materially increase the responsibilities of any of the Servicer, the Special Servicer, the Certificate
Administrator, the 17g-5 Information Provider or the Trustee, unless such party consents thereto; provided, further
that such amendment shall not adversely affect in any material respects the interests of any Certificateholders or the Companion
Loan Holders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate Companion Loan Security is then rated,
receipt of Rating Agency Confirmation from each Rating Agency or Companion Loan Rating Agency rating such Certificates or Companion
Loan Securities;


 


(x)            to modify, eliminate or add to any of its provisions in the event the Credit Risk Retention Rules or any other regulations
applicable to the risk retention requirements for this securitization transaction are amended or repealed, to the extent required
to comply with any such amendment or to modify or eliminate the risk retention requirements in the event of such repeal; provided
that no such modification, elimination or addition may change in any manner the rights or obligations of VRR Interest Owner under
this Agreement without the consent of the VRR Interest Owner; and


 


(xi)           to modify, eliminate or add to any of the provisions of this Agreement to such extent as will be necessary for any Other
Securitization Trust to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR
239.45(b)(1)(ii), (iii) or (iv).


 


No other amendment to
this Agreement may be made without the consent of the Companion Loan Holders if such amendment materially adversely affects the
rights of the Companion Loan Holders under this Agreement.


 


Notwithstanding the foregoing,
no such amendment may change in any manner any defined term used in any Trust Loan Purchase Agreement or the obligations of any
Trust Loan Seller under the Trust Loan Purchase Agreement or otherwise or change any rights of any Trust Loan Seller as a third
party beneficiary hereunder, without the consent of such Trust Loan Seller.


 






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(b)           Subject to the rights of the Companion Loan Holder to consent to certain amendments to this Agreement under Section 11.1(a),
this Agreement may be amended from time to time by the Depositor, the Servicer, the Special Servicer, the Certificate Administrator
and the Trustee with the written consent of the Holders of Certificates evidencing, in the aggregate, not less than 51% of the
Percentage Interests of each Class of Certificates adversely affected thereby (as evidenced by an Opinion of Counsel) for the purpose
of adding any provisions to or changing in any manner or eliminating any of the provisions of this Agreement or of modifying in
any manner the rights of the Holders of the Certificates; provided, however, that no such amendment shall (i) reduce
in any manner the amount of, or delay the timing of, payments received on the Trust Loan which are required to be distributed on
any Certificate; (ii) alter in any manner the liens on any Collateral securing payments on the Trust Loan; (iii) alter
the obligations of the Servicer, or the Trustee to make an Advance or alter the Accepted Servicing Practices set forth herein;
(iv) change the percentages of Voting Rights or Percentage Interests of Certificateholders that are required to consent
to any action or inaction under this Agreement; (v) change in any manner any defined term used in the Trust Loan Purchase Agreement
or the obligations of the Trust Loan Seller under the Trust Loan Purchase Agreement or otherwise or change any rights of the Trust
Loan Seller as third party beneficiaries hereunder, without the consent of the Trust Loan Seller; or (vi) amend this Section 11.1;
provided, further that any amendment that materially and adversely affects the VRR Interest shall not be effective without the
consent of the VRR Interest Owner.


 


It shall not be necessary
for the consent of Certificateholders or the VRR Interest Owner under this Section 11.1 to approve the particular form
of any proposed amendment, but it shall be sufficient if such consent shall approve the substance thereof. The manner of obtaining
such consents and of evidencing the authorization of the execution thereof by Certificateholders and the VRR Interest Owner shall
be subject to such reasonable regulations as the Certificate Administrator may prescribe.


 


Notwithstanding any contrary
provisions of this Agreement, (i) neither the Trustee nor the Certificate Administrator shall consent to any amendment to
this Agreement unless it shall have first been furnished with an Opinion of Counsel to the effect that such amendment is authorized
or permitted hereunder and all conditions to such amendment have been satisfied and (ii) no amendment shall be made to this
Agreement without the Trustee and the Certificate Administrator first receiving in writing an Opinion of Counsel, at the expense
of the party requesting the amendment, that the amendment will not result in the imposition of federal income tax on the Trust
or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC under the Code.


 


Notwithstanding any contrary
provision contained in this Agreement, no amendment to this Agreement may be made that (i) changes in any manner the rights and/or
obligations of the Trust Loan Seller under this Agreement or under the Trust Loan Purchase Agreement without the consent of the
Trust Loan Seller, (ii) impairs the rights of an Initial Purchaser hereunder without the written consent of such Initial Purchaser
or (iii) changes any rights or obligations of the VRR Interest Owner, or that materially and adversely affects the VRR Interest
Owner, as a third party beneficiary or otherwise hereunder, without the written consent of the VRR Interest Owner, and each of
the Servicer, Special Servicer, Trustee or Certificate Administrator may, but will not be obligated to, enter into any amendment
to this Agreement that


 



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it determines affects its respective rights, duties or immunities or creates any additional liability for
the Servicer, Special Servicer, Trustee or Certificate Administrator, as applicable, under this Agreement.


 


(c)           Promptly after the execution of any amendment to this Agreement or any amendment to the Loan Purchase Agreement, the Certificate
Administrator shall post a copy of the same to the Certificate Administrator’s Website, deliver a copy of the same to the
17g-5 Information Provider who shall post a copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b),
and thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder,
the VRR Interest Owner, the Trustee, the Depositor, the Servicer, the Special Servicer, the Borrower, the Initial Purchasers and
the Rating Agency.


 


(d)           In the event that neither the Depositor nor any successor thereto is in existence, any amendment under this Section 11.1
shall be effected with the consent of the Trustee, the Certificate Administrator and the Servicer or the Special Servicer, as applicable,
and, to the extent required by this Section 11.1, the required Certificateholders, the VRR Interest Owner, Companion
Loan Holders, Trust Loan Seller and/or Initial Purchaser, as applicable.


 


(e)           The costs and expenses associated with any such amendment, including without limitation, Opinions of Counsel and Rating
Agency Confirmations, shall be borne by the party requesting such amendment (or, if such amendment is required by the Rating Agency
to maintain the rating issued by it or requested by the Trustee or the Certificate Administrator (which do not modify or otherwise
relate solely to the obligations, duties or rights of the Trustee or the Certificate Administrator), then at the expense of the
Depositor and, if neither the Depositor nor any successor thereto is in existence, the Trust Fund).


 


11.2.      
 Recordation of Agreement; Counterparts. (a)  This Agreement or an abstract hereof, if acceptable by the
applicable recording office, is subject to recordation in all appropriate public offices for real property records in the county
in which the Property subject to the Mortgage is situated, and in any other appropriate public recording office or elsewhere, such
recordation to be effected by the Trustee or the Certificate Administrator at the expense of the Trust upon its receipt of an Opinion
of Counsel to the effect that such recordation materially and beneficially affects the interests of the Certificateholders or the
VRR Interest Owner of the Trust.


 


(b)           For the purpose of facilitating the recordation of this Agreement as herein provided and for other purposes, this Agreement
may be executed simultaneously in any number of counterparts, each of which counterparts shall be deemed to be an original, and
such counterparts shall constitute but one and the same instrument. Delivery of an executed counterpart of a signature page of
this Agreement in Portable Document Format (PDF) or by facsimile transmission shall be as effective as delivery of a manually executed
original counterpart of this Agreement.


 


11.3.       Governing
Law; Waiver of Trial by Jury; Submission to Jurisdiction. 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


 



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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.


 


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 OF THE TRANSACTIONS CONTEMPLATED HEREBY.


 


EACH OF THE PARTIES HERETO
IRREVOCABLY (I) SUBMITS TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE FEDERAL COURTS OF THE
UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK FOR THE PURPOSE OF ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT;
(II) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING IN ANY
SUCH COURT; (III) AGREES THAT A FINAL JUDGMENT IN ANY ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN ANY OTHER JURISDICTION BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW; AND (IV) CONSENTS TO SERVICE
OF PROCESS UPON IT BY MAILING A COPY THEREOF BY CERTIFIED MAIL ADDRESSED TO IT AS PROVIDED FOR NOTICES HEREUNDER.


 


11.4.       
Notices. All demands, notices and communications hereunder shall be in writing, shall be deemed to have been given
upon receipt (except that notices to Holders of any Class of Certificates held in registered, definitive form shall be deemed to
have been given upon being sent by first class mail, postage prepaid) as follows:


 


If
to the Trustee, to:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – SGCMS 2019-PREZ


 


with
a copy to:




Fax Number: (410) 715-2380

Email: cts.cmbs.bond.admin@wellsfargo.com, and to

trustadministrationgroup@wellsfargo.com, except as otherwise set forth herein


 






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If
to the Certificate Administrator, to:


 


Wells Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – SGCMS 2019-PREZ


 


with
a copy to:


 


Facsimile: (410) 715-2380

Email: trustadministrationgroup@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


 


or
in the case of surrender, transfer or exchange for all Certificates other than the VRR Interest:


 


Wells Fargo Bank, N.A.

600 South 4th Street, 7th Floor

MAC: N9300-070

Minneapolis, Minnesota 55479

Attention: Certificate Transfer Services – CTS – SGCMS 2019-PREZ


 


or
in the case of a request for any transfer of the VRR Interest during the Risk Restriction Period to:


 


Wells
Fargo Bank, National Association

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Risk Retention Custody (CMBS) — SGCMS 2019-PREZ


 


with
a copy to:


 


Email: riskretentioncustody@wellsfargo.com


 


or
in the case of the Custodian, to:


 


Wells Fargo Bank, National Association

1055 10th Avenue, Southeast


Minneapolis, Minnesota 55414

Attention: CTS – Document Custody Group SGCMS 2019-PREZ


 


with a copy to:


 


Email: cmbscustody@wellsfargo.com


 


If to the Depositor, to:



SG Commercial Mortgage Securities, LLC


 






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245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

Email: Jim.Barnard@sgcib.com


 


with
a copy to:


 


Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167

Attention: General Counsel

Email: US-Glfi-Abp-Cmbs-Notices@sgcib.com


 


and
with a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: David Gingold

Facsimile number: (212) 504-6666

Email: david.gingold@cwt.com


 


If
to the Servicer, to:


 


KeyBank National Association

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


 


and
for items regarding the Investor Q&A Forum, to:


 


REAM_InvestorRelations@wellsfargo.com


 






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and
for any items relating to the Rating Agency Q&A Forum/Document Request Tool, to:


 


RAInvRequests@wellsfargo.com


 


If
to the Special Servicer, to:


 


AEGON USA Realty Advisors, LLC,

6300 C Street SW

Cedar Rapids, IA 52499

Attention: Special Servicing

Email: specialservicing@aegonusa.com


 


with
a copy to:


 


Andrascik & Tita LLC

4084 Autumn Ridge Road

Bethlehem, PA 18017

Attention: Stephanie Tita, Esq.

Email: stephanie@kanlegal.com


 


If
to SG Americas Securities, LLC, as an Initial Purchaser, to:


 


SG Americas Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

Email: Jim.Barnard@sgcib.com


 


with a copy to:


 


Société Générale

245 Park Avenue, 11th Floor

New York, New York 10167


Attention: General Counsel


Fax number: (212) 278-2074


 


with a copy to:


 


Cadwalader, Wickersham & Taft LLP

200 Liberty Street

New York, New York 10281

Attention: David S. Gingold, Esq.

Facsimile: (212) 504-6666

Email: david.gingold@cwt.com


 


If
to Credit Suisse Securities (USA) LLC, as an Initial Purchaser, to:


 






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Credit Suisse Securities (USA) LLC


Eleven Madison Avenue


New York, New York 10010


 


If
to any Certificateholder, to:


 


the address set forth in the Certificate Register


 


If
to the Borrower: at the address therefor set forth in the Mortgage Loan Agreement


 


If
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s website
17g5informationprovider@wellsfargo.com


 


In
the case of any Companion Loan Holder:


 


The
address set forth in the related Co-Lender Agreement.


 


or, in the case of the parties to this
Agreement, to such other address as such party shall specify by written notice to the other parties hereto.


 


11.5.       
Notices to the Rating Agency. Any notices or documents required to be delivered to the Rating Agency under this Agreement
and any other information regarding the Trust Fund as may be reasonably requested by the Rating Agency from any party hereto to
the extent such party has or can obtain such information without unreasonable effort or expense shall be delivered to the Rating
Agency at the addresses set forth below; provided, however, that such other information shall be provided to the
17g-5 Information Provider in accordance with the procedures set forth in Section 8.14(b); provided, further,
that responses, information, reports and communications with respect to any Rating Agency Inquiry conducted or submitted on the
Rating Agency Q&A Forum and Document Request Tool shall not be required to be delivered to the 17g-5 Information Provider.
The 17g-5 Information Provider shall not disclose which Rating Agency has requested such information. Notwithstanding the foregoing,
the failure to deliver such notices or copies shall not constitute a Servicer Termination Event or Special Servicer Termination
Event, as the case may be, under this Agreement. Any confirmation of the rating by the Rating Agency required hereunder shall be
in writing.


 


Any
notices to the Rating Agency shall be sent to the following address:


 


S&P
Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


or such other address as the Rating
Agency shall specify by written notice to the parties hereto.


 






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11.6.       
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 or of the VRR Interest or the rights of the VRR Interest Owner.


 


11.7.      
 Limitation on Rights of Certificateholders and the VRR Interest Owner. The death or incapacity of any Certificateholder
or VRR Interest Owner shall not operate to terminate this Agreement or the Trust Fund, nor entitle such Certificateholder’s
or VRR Interest Owner’s legal representative or heirs to claim an accounting or to take any action or to commence any proceeding
in any court for a petition or winding up of the Trust Fund, or otherwise affect the rights, obligations and liabilities of the
parties hereto or any of them.


 


No Certificateholder
or VRR Interest Owner, solely by virtue of its status as a Certificateholder or VRR Interest Owner, shall have any right to vote
(except as provided 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 or VRR Interest Owner from time to time as partners or members of an association; nor shall any
Certificateholders or VRR Interest Owner be under any liability to any third party by reason of any action by the parties to this
Agreement pursuant to any provision hereof.


 


No Certificateholder
or VRR Interest Owner, solely by virtue of its status as a Certificateholder or VRR Interest Owner, shall have any right by virtue
or by availing itself of any provisions of this Agreement, the Certificates or the VRR Interest to institute any suit, action or
proceeding in equity or at law upon or under or with respect to this Agreement, any Certificate or the VRR Interest, unless such
Holder previously shall have given to the Trustee a written notice of a Servicer Termination Event or Special Servicer Termination
Event, as the case may be, and of the continuance thereof, as herein before provided, and unless the VRR Interest Owner and Holders
of Certificates aggregating more than 50% of the Voting Rights of the Certificates shall also have made written request upon the
Trustee to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee
such 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 being understood and intended, and being expressly covenanted by each Certificateholder
and the VRR Interest Owner with every other Certificateholder, the VRR Interest Owner and the Trustee, that no one or more Holders
of Certificates or the VRR Interest Owner shall have any right in any manner whatever by virtue or by availing itself or themselves
of any provisions of this Agreement, the Certificates or the VRR Interest to affect, disturb or prejudice the rights of the Holders
of any other of the Certificates or the VRR Interest Owner, or to obtain or seek to obtain priority over or preference to any other
such Holder or the VRR Interest Owner except as provided herein or therein with respect to entitlement to payments or to enforce
any right under this Agreement, the Certificates or the VRR Interest Owner, except in the manner herein provided and for the common
benefit of all Certificateholders. For the protection and


 



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enforcement of the provisions of this Section, each and every Certificateholder,
the VRR Interest Owner and the Trustee shall be entitled to such relief as can be given either at law or in equity. By virtue of
its purchase of a Certificate or acquisition of the VRR Interest, as the case may be, each Certificateholder and the VRR Interest
Owner, as applicable, shall be deemed to have acknowledged that it shall make its own decisions regarding its rights and protections
relevant to the Trust and shall not be relying on the Trustee or any other deal party.


 


11.8.       
Certificates and VRR Interest Nonassessable and Fully Paid. The Certificateholders and the VRR Interest Owner shall
not be personally liable for obligations of the Trust Fund or the interests in the Trust Fund represented by the Certificates and
the VRR Interest shall be nonassessable for any reason whatsoever, and the Certificates, upon due authentication thereof by the
Certificate Administrator pursuant to this Agreement, are and shall be deemed fully paid.


 


11.9.       
Reproduction of Documents. This Agreement and all documents relating thereto, including, without limitation, (i) consents,
waivers and modifications which may hereafter be executed, (ii) documents received by any party at the closing, and (iii) financial
statements, certificates and other information previously or hereafter furnished, may be reproduced by any photographic, photostatic,
microfilm, micro-card, miniature photographic or other similar process. The parties agree that any such reproduction shall be admissible
in evidence as the original itself in any judicial or administrative proceeding, whether or not the original is in existence and
whether or not such reproduction was made by a party in the regular course of business, and that any enlargement, facsimile or
further reproduction of such reproduction shall likewise be admissible in evidence.


 


11.10.     
No Partnership. Nothing herein contained shall be deemed or construed to create a partnership or joint venture between
the parties hereto.


 


11.11.   
  Actions of Certificateholders and the VRR Interest Owner. (a)  Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders or the VRR Interest
Owner may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Certificateholders
or the VRR Interest Owner 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, where required,
to the Depositor, the Trustee, the 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 Certificate Administrator,
the Trustee, the Depositor, the Servicer and the Special Servicer if made in the manner provided in this Section.


 


(b)           The fact and date of the execution of any Certificateholder or the VRR Interest Owner 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


 



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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 Servicer or the Special
Servicer in reliance thereon, whether or not notation of such action is made upon such Certificate.


 


(d)           The Certificate Administrator may require additional proof of any matter referred to in this Section as it shall deem reasonably
necessary.


 


11.12.   
  Successors and Assigns. The rights and obligations of any party hereto shall not be assigned (except pursuant to
Sections 6.2, 6.4, 8.7 or 8.9 hereof) by such party without the prior written consent of the other
parties hereto. This Agreement shall inure to the benefit of and be binding upon the Depositor, the Servicer, the Special Servicer,
the Certificate Administrator and the Trustee and their respective permitted successors and assigns. No Person other than a party
to this Agreement, the Initial Purchasers, any Certificateholder and the VRR Interest Owner shall have any rights with respect
to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing, the parties to this Agreement
specifically agree that (i) the Trust Loan Seller shall be a third-party beneficiary of this Agreement with respect to any
provisions relating to the Trust Loan Seller, (ii) unless it is a Borrower Affiliate, each Companion Loan Holder shall be
a third-party beneficiary of this Agreement with respect to the rights afforded it under this Agreement, (iii) each Other
Depositor and Other Exchange Act Reporting Party shall be third-party beneficiary of this Agreement with respect to its rights
under Article 12, (iv) none of the Borrower Related Parties or other party to the Mortgage Loan is an intended third-party
beneficiary of this Agreement (provided that the Borrower shall be entitled to notices to the extent expressly provided
herein) and (v) the VRR Interest Owner shall be a third-party beneficiary of this Agreement with respect to any provisions relating
to such VRR Interest Owner.


 


11.13.   
  Acceptance by Authenticating Agent, Certificate Registrar. The Certificate Administrator hereby accepts its appointment
as Authenticating Agent and Certificate Registrar and agrees to perform the obligations required to be performed by it in each
such capacity pursuant to the terms of this Agreement.


 


11.14.   
  Streit Act. Any provisions required to be contained in this Agreement by Section 126 and/or Section 130-k
or Article 4-A of the New York Real Property Law are hereby incorporated herein, and such provisions shall be in addition to those
conferred or imposed by this Agreement; provided, however, that to the extent that such Section 126 and/or 130-k
shall not have any effect, and if said Section 126 and/or Section 130-k should at any time be repealed or cease to apply
to this Agreement or be construed by judicial decision to be inapplicable, said Section 126 and/or Section 130-k shall
cease to have any further effect upon the provisions of this Agreement. In a case of a conflict between the provisions of this
Agreement and any mandatory provisions of Article 4-A of the New York Real Property Law, such mandatory provisions of said Article
4-A shall prevail, provided that if said Article 4-A shall not apply to this Agreement, should at any time be repealed,
or cease to apply to this Agreement or be construed by judicial decision to be inapplicable, such mandatory provisions of such
Article 4-A shall cease to have any further effect upon the provisions of this Agreement.


 






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11.15.   
  Assumption by Trust of Duties and Obligations of the Trust Loan Seller Under the Mortgage Loan Documents. The Trustee
and the Certificate Administrator on behalf of the Trust as assignee of the Trust Loan and the Servicer and Special Servicer hereby
acknowledge that the Trust assumes all of the rights and obligations of the Trust Loan Seller as lenders under the Mortgage Loan
Documents and agrees to be bound thereby, and in accordance with the terms thereof.


 


11.16.   
  Grant of a Security Interest.


 


The Depositor intends
that the conveyance of the Depositor’s right, title and interest in and to the Trust Loan 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 Trust Loan, all principal and interest received
or receivable with respect to the Trust Loan (other than payments of interest due and payable on or prior to October 7, 2019
and principal payments received on or prior to the Cut-off Date), all amounts held from time to time in the Collection Account
(subject to the rights of the Companion Loan Holders with respect to any amounts that are required to be distributed to the Companion
Loans pursuant to the Co-Lender Agreement), the Distribution Accounts, and, if established, the Foreclosed Property Account, and
all reinvestment earnings on such amounts, and all of the Depositor’s right, title and interest in and to the proceeds of
any title, hazard or other insurance policies related to the Trust Loan and (ii) this Agreement shall constitute a security
agreement under applicable law. This Section 11.16 shall constitute notice to the Trustee pursuant to any of the requirements
of the applicable UCC.


 


11.17.     
Cooperation with the Trust Loan Seller with Respect to Rights Under the Mortgage Loan Agreement. It is expressly
agreed and understood that, notwithstanding the assignment of the Mortgage Loan Documents the rights of the Lender under the Securitization
Cooperation Provisions shall be retained by the Trust Loan Seller and shall not be part of the Trust Fund. Therefore, the Depositor,
the Servicer, the Special Servicer, the Certificate Administrator and the Trustee hereby agree to cooperate with the Trust Loan
Seller and the Depositor with respect to the benefits of the Securitization Cooperation Provisions, but no other portion of the
Mortgage Loan Documents, to permit the Trust Loan Seller, the Depositor and their affiliates to enforce the Securitization Cooperation
Provisions for their respective benefits.


 


12.        REMIC ADMINISTRATION


 


12.1.      
 REMIC Administration. (a)  The parties intend that each of the Lower-Tier REMIC and the Upper-Tier REMIC
shall constitute, and that the affairs of each of the Lower-Tier REMIC and the Upper-Tier REMIC shall be conducted so as to qualify
it as, a REMIC, and the provisions hereof shall be interpreted consistently with this intention.


 


(b)           The Certificate Administrator shall make or cause to be made an election on behalf of each of the Lower-Tier REMIC and the
Upper-Tier REMIC to treat the segregated


 



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pool of assets constituting such Trust REMIC as a REMIC under the Code. Each such election
shall be made on IRS Form 1066 or other appropriate federal tax or information return for the taxable year ending on the last day
of the calendar year in which the Certificates are issued.


 


(c)           The Closing Date is hereby designated as the “Startup Day” of each of the Lower-Tier REMIC and the Upper-Tier
REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible maturity date” of the Regular
Certificates, the VRR Interest and the Uncertificated Lower-Tier Interests for the purposes of Section 860G(a)(1) of the Code
is the later Rated Final Distribution Date.


 


(d)           The Certificate Administrator shall prepare or cause to be prepared and timely produced to the Trustee to sign (and the
Trustee shall timely sign) and file or cause to be filed with the IRS, on behalf of each of the Lower-Tier REMIC and the Upper-Tier
REMIC, an application for a taxpayer identification number for such Trust REMIC on IRS Form SS-4 or obtain such number by other
permissible means. Within thirty days of the Closing Date, the Certificate Administrator shall 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 Persons that Holders
of the Certificates and the VRR Interest Owner may contact for tax information relating thereto (and the Certificate Administrator
shall act as the representative of each of the Lower-Tier REMIC and the Upper-Tier REMIC for this purpose), together with such
additional information as may be required by such Form, and shall update such information at the time or times and in the manner
required by the Code (and the Depositor agrees within ten (10) Business Days of the Closing Date to provide any information reasonably
requested by the Servicer or the Certificate Administrator and necessary to make such filing). The Certificate Administrator shall
be responsible for the preparation of the related IRS Form W-9, if such form is requested. The Trustee shall be entitled to rely
on the information contained therein, and is hereby directed to execute such IRS Form W-9; provided, however, the Certificate Administrator
shall also be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by IRS regulations.


 


(e)           The Certificate Administrator shall pay without any right of reimbursement the ordinary and usual expenses in connection
with the preparation, filing and mailing of tax information reports and returns that are incurred by it in the ordinary course
of its business, but extraordinary or unusual expenses, costs or liabilities incurred in connection with its tax-related duties
under this Agreement, including without limitation any expenses, costs or liabilities associated with audits or any administrative
or judicial proceedings with respect to the Lower-Tier REMIC or the Upper-Tier REMIC that involve the IRS or state tax authorities,
shall be reimbursable from the Trust Fund.


 


(f)            The Certificate Administrator shall prepare, or cause to be prepared, timely furnish or cause to be furnished to the Trustee
to sign (and the Trustee shall timely sign), and the Certificate Administrator shall timely file or cause to be timely filed all
federal, state and local income or franchise or other tax and information returns for each of the Lower-Tier REMIC and the Upper-Tier
REMIC as the direct representative for such Trust REMIC. Except as provided in Section 12.1(e), the expenses of preparing
and filing such returns shall be borne by the Certificate Administrator. The Depositor shall provide on a timely basis to the Certificate
Administrator or its designee such information with respect to each of the Lower-Tier REMIC and the Upper-Tier REMIC as is in its
possession, and is reasonably requested by the Certificate


 



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Administrator to enable it to perform its obligations under this subsection,
and the Certificate Administrator shall be entitled to rely on such information in the performance of its obligations hereunder.


 


(g)           The Certificate Administrator shall perform on behalf of each of the Lower-Tier REMIC and the Upper-Tier REMIC all reporting
and other tax compliance duties that are the responsibility of such Trust REMIC under the Code, the REMIC Provisions, or other
compliance guidance issued by the IRS or any state or local taxing authority. Among its other duties, the Certificate Administrator
shall provide (i) to the IRS or other Persons (including, but not limited to, the transferor of a Class R Certificate
to a Disqualified Organization or to an agent that has acquired a Class R Certificate on behalf of a Disqualified Organization)
such information as is necessary for the application of any tax relating to the transfer of a Class R Certificate to any Disqualified
Organization and (ii) to the Certificateholders and the VRR Interest Owner such information or reports as are required by
the Code or REMIC Provisions. The Depositor shall provide on a timely basis (and in no event later than 30 days after the Certificate
Administrator’s request) to the Certificate Administrator or its designee such information with respect to each of the Lower-Tier
REMIC and the Upper-Tier REMIC as is in its possession and is reasonably requested in writing by the Certificate Administrator
to enable it to perform its obligations under this subsection.


 


(h)           The Certificate Administrator is hereby designated as the “partnership representative” (within the meaning of
Code Section 6223) of the Upper-Tier REMIC and the Lower-Tier REMIC and shall perform all the functions thereof, and the Holders
of the Class R Certificates, by their acceptance of such Certificates, agree to such designation.


 


(i)            The Certificate Administrator, the Holders of the Class R Certificates, the Servicer and the Special Servicer shall
perform their obligations under this Agreement and the REMIC Provisions in a manner consistent with the status of each of the Lower-Tier
REMIC and the Upper-Tier REMIC as a REMIC.


 


(j)            The Certificate Administrator, any Holder of the Class R Certificates, the Servicer and the Special Servicer shall
not take any action or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to take any action, within their respective control
and the scope of their specific respective duties under this Agreement that, under the REMIC Provisions, could reasonably be expected
to (i) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or (ii) unless permitted
under Section 12.2(a), result in the imposition of a tax upon either the Lower-Tier REMIC or the Upper-Tier REMIC (including
but not limited to the tax on prohibited transactions as defined in Code Section 860F(a)(2) and the tax on prohibited contributions
as defined in Code Section 860G(d)) (any such result in clause (i) or (ii), an “Adverse REMIC Event”)
unless (A) the Certificate Administrator and the Servicer have received a Nondisqualification Opinion (at the expense of the
party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders and the VRR Interest
Owner) with respect to such action or (B) the Certificate Administrator and the Servicer have received an opinion (at the
expense of the party seeking to take such action or of the Trust Fund if taken for the benefit of the Certificateholders and the
VRR Interest Owner) to the effect that such action will not cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to
qualify as a REMIC and that no tax will actually be imposed.


 






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(k)           Any and all federal, state and local taxes imposed on the Upper-Tier REMIC or the Lower-Tier REMIC or its assets or transactions,
including, without limitation, “prohibited transaction” taxes as defined in Section 860F of the Code, and any
tax on contributions imposed by Section 860G(d) of the Code, shall be paid from the Collection Account; provided that
the Servicer, upon two (2) days prior written notice, shall remit from the Collection Account to the Certificate Administrator
the amount of any such tax that the Certificate Administrator notifies the Servicer is due; provided, further, if
such taxes shall have been imposed on account of the willful misconduct, bad faith or negligence of any party hereto, or in connection
with the breach of any representation or warranty made by any party hereto in this Agreement, then such taxes shall be paid by
such party.


 


(l)            The Certificate Administrator shall, for federal income tax purposes, maintain books and records with respect to the Lower-Tier
REMIC and the Upper-Tier REMIC on a calendar year and on an accrual basis. Notwithstanding anything to the contrary contained herein
or in the Mortgage Loan Documents (but subject to Section 1.3), all amounts collected on the Trust Loan shall, for
federal income tax purposes, be allocated first to interest due and payable on the Trust Loan (including interest on overdue interest)
other than Default Interest. The books and records must be sufficient concerning the nature and amount of the investments of the
Lower-Tier REMIC and the Upper-Tier REMIC to show that such Trust REMIC has complied with the REMIC Provisions.


 


(m)          None of the Certificate Administrator, the Trustee, the Servicer or the Special Servicer shall enter into any arrangement
by which either the Lower-Tier REMIC or the Upper-Tier REMIC will receive a fee or other compensation for services.


 


(n)           In order to enable the Certificate Administrator to perform its duties as set forth herein, the Depositor shall provide,
or cause to be provided, to the Certificate Administrator within ten (10) days after the Closing Date, all information or data
that the Certificate Administrator reasonably determines to be relevant for tax purposes on the valuations and offering prices
of the Certificates, and the VRR Interest, including, without limitation, the yield, issue prices, pricing prepayment assumption
and projected cash flows of the Regular Certificates and the Class R Certificates, and the VRR Interest, as applicable, and
the projected cash flows on the Trust Loan. Thereafter, the Depositor, the Trustee, the Servicer and the Special Servicer shall
provide to the Certificate Administrator, promptly upon request therefor, any such additional information or data that the Certificate
Administrator may, from time to time, reasonably request in order to enable the Certificate Administrator to perform its duties
as set forth herein. The Certificate Administrator is hereby directed to use any and all such information or data provided by the
Trustee, the Depositor, the Servicer and the Special Servicer in the preparation of all federal, state or local income, franchise
or other tax and information returns and reports for each of the Lower-Tier REMIC and the Upper-Tier REMIC to Certificateholders
and the VRR Interest Owner as required herein. The Depositor hereby indemnifies the Certificate Administrator for any losses, liabilities,
damages, claims or expenses of the Certificate Administrator arising from any errors or miscalculations of the Certificate Administrator
pursuant to this Section 12.1 that result from any failure of the Depositor to provide or to cause to be provided,
accurate information or data to the Certificate Administrator (but not resulting from the methodology employed by the Certificate
Administrator) on a timely


 



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basis and such indemnifications shall survive the termination of this Agreement and the termination
of the Certificate Administrator.


 


The Certificate Administrator
agrees that all such information or data so obtained by it shall be regarded as confidential information and agrees that it shall
use its best reasonable efforts to retain in confidence, and shall ensure that its officers, employees and representatives retain
in confidence, and shall not disclose, without the prior written consent of the Depositor, any or all of such information or data,
or make any use whatsoever (other than for the purposes contemplated by this Agreement) of any such information or data without
the prior written consent of the Depositor, unless such information is generally available to the public (other than as a result
of a breach of this Section) or is required by law or applicable regulations to be disclosed.


 


The Certificate Administrator’s
authority under this Agreement includes the authority to make, and the Certificate Administrator is hereby directed to make, any
elections allowed under the Code (i) to avoid the application of Code Section 6221 (or successor provisions) to either
the Lower-Tier REMIC or the Upper-Tier REMIC and (ii) to avoid payment by either the Lower-Tier REMIC or the Upper-Tier REMIC
under Code Section 6225 (or successor provisions) of any tax, penalty, interest or other amount imposed under the Code that
would otherwise be imposed on any Holder of a Class R Certificate, past or present. A Holder of any Class R Certificate
agrees, by acquiring such Certificate, to any such elections.


 


12.2.      
Foreclosed Property. (a)  The parties hereto acknowledge and understand that if the Trust Fund were to
acquire the Property as a Foreclosed Property and were to own and operate such Property in a manner consistent with the manner
in which the Properties are currently owned and operated by the Borrower, through a Successor Manager, some portion or all of the
income derived in the Lower-Tier REMIC from the Foreclosed Property may be considered “net income from foreclosure property”
for purposes of Section 860G(c) of the Code and subject to tax at normal corporate income tax rates.


 


In determining whether
to acquire and hold the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee hereunder, shall take these
circumstances into account and shall only acquire the Foreclosed Property if it determines, in its reasonable judgment (after,
consultation with counsel, at the expense of the Trust Fund), that either (i) there is a commercially feasible alternative
method of administering the Foreclosed Property that would not result in such tax, e.g., a net lease that results in Rents from
Real Property or (ii) the likely recovery with respect to operating the Foreclosed Property on behalf of the Trust Fund, after
taking into account any such taxes that might be imposed on either the Lower-Tier REMIC or the Upper-Tier REMIC, will exceed the
likely recovery to the Trust Fund if the Trust Fund were to net lease the Foreclosed Property or were not to acquire and hold the
Foreclosed Property. If the Trust Fund acquires the Foreclosed Property, the Special Servicer, acting on behalf of the Trustee,
if the Manager would not be considered an Independent Contractor, shall either renegotiate the applicable Management Agreement
or replace the Manager with a Successor Manager (as appropriate and to the extent permitted under such Management Agreement) so
that the Foreclosed Property would be considered to be operated by an Independent Contractor. If, after making the foregoing reasonable
efforts, the Special Servicer determines that it is in the best interests of Certificateholders and the VRR Interest Owner on a
net after-tax basis to operate


 



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the Foreclosed Property in a manner such that the Lower-Tier REMIC or Upper-Tier REMIC shall receive,
based upon an Opinion of Counsel, “net income from foreclosure property” under the REMIC Provisions, the Special Servicer
shall maintain or cause to be maintained such records of income and expense as to enable such amounts to be computed accurately,
and shall pay or retain or cause to be paid or retained from Foreclosure Proceeds such amounts as are necessary to pay such tax
or, to the extent such amounts are insufficient, from the Collection Account pursuant to Section 3.4(c)(x).


 


Without limiting the
generality of the foregoing, the Special Servicer shall not, to the extent within its power:


 


(i)            permit
the Trust Fund to enter into, renew or extend any New Lease with respect to the Foreclosed Property, if the New Lease by its terms
will give rise to any income that does not constitute Rents from Real Property;


 


(ii)           permit any amount to be received or accrued under any New Lease other than amounts that will constitute Rents from Real
Property;


 


(iii)          authorize or permit any construction on the Foreclosed Property, other than the completion of a building or other improvement
thereon, and then only if more than 10% of the construction of such building or other improvements was completed before default
on the Mortgage Loan became imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or


 


(iv)          Directly Operate, other than through an Independent Contractor, or allow any other Person to Directly Operate, other than
through an Independent Contractor, the Foreclosed Property on any date more than ninety (90) days after its acquisition date.


 


(b)           The Special Servicer, acting on behalf of the Trustee hereunder, shall make reasonable efforts to sell the Foreclosed Property
for its fair market value in accordance with Section 3.15. In any event, however, the Special Servicer, acting on behalf
of the Trustee hereunder, shall dispose of the Foreclosed Property prior to the close of the third calendar year following the
year in which the Acquisition Date occurs unless the Special Servicer, on behalf of the Trustee, has received (or has not been
denied) an extension of time (an “Extension”) by the IRS to sell the Foreclosed Property or an opinion of counsel
to the effect that the holding by the Trust of the Foreclosed Property for an additional specified period will neither result in
the imposition of taxes on “prohibited transactions” of the Trust Fund as defined in Section 860F of the Code,
nor cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates or the VRR
Interest are outstanding, in which event such period shall be extended by such additional specified period, with the expenses of
obtaining any such extension of time being an expense of the Trust Fund. If the Special Servicer, on behalf of the Trustee, has
received (or has not been denied) such Extension, then the Special Servicer, acting on behalf of the Trustee hereunder, shall continue
to attempt to sell the Foreclosed Property for its fair market value for such longer period as such Extension permits (the “Extended
Period”). If the Special Servicer, acting on behalf of the Trustee, has not received such an Extension and the Special
Servicer, acting on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property, within the foregoing period or
if the Special Servicer, acting on


 



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behalf of the Trustee hereunder, has received such an Extension, and the Special Servicer, acting
on behalf of the Trustee hereunder, is unable to sell the Foreclosed Property within the Extended Period, the Special Servicer
shall, before the end of the above-referenced period or the Extended Period, as the case may be, auction the Foreclosed Property
to the highest bidder (which may be the Special Servicer) in accordance with Accepted Servicing Practices.


 


(c)           Within thirty (30) days of the sale of the Foreclosed Property, the Special Servicer shall provide to each of the Certificate
Administrator and the Trustee a statement of accounting for the Foreclosed Property, including, without limitation, (i) the
date the Property was acquired in foreclosure or by deed in lieu of foreclosure, (ii) the date of disposition of the Foreclosed
Property, (iii) the gross sale price and related selling and other expenses, (iv) accrued interest calculated from the
date of acquisition to the disposition date, and (v) such other information as the Certificate Administrator and/or Trustee
may reasonably request.


 


12.3.      
Prohibited Transactions and Activities. The Special Servicer, on behalf of the Trust Fund, shall not permit the sale
or disposition of the Trust Loan at a time when the Trust Loan is not the subject of a breach of a representation or is not in
default or default with respect thereto is not reasonably foreseeable (except in a disposition pursuant to (i) the bankruptcy
or insolvency of the Lower-Tier REMIC or (ii) the termination of the Lower-Tier REMIC in a “qualified liquidation”
as defined in Section 860F(a)(4) of the Code), nor acquire any assets for either the Lower-Tier REMIC or the Upper-Tier REMIC
(other than the Foreclosed Property), nor sell or dispose of any investments in the Collection Account or Distribution Account
for gain, nor receive any amount representing a fee or other compensation for services, nor accept any contributions to either
the Lower-Tier REMIC or the Upper-Tier REMIC (other than a cash contribution during the three-month period beginning on the Startup
Day), unless it has received an Opinion of Counsel (at the expense of the Person requesting it to take such action) to the effect
that such disposition, acquisition, substitution or acceptance will not (a) affect adversely the status of either the Lower-Tier
REMIC or the Upper-Tier REMIC as a REMIC, or of the Certificates or the VRR Interest as representing regular interests therein,
(b) affect the distribution of interest or principal on the Certificates or the VRR Interest, (c) result in the encumbrance
of the assets transferred or assigned to either the Lower-Tier REMIC or the Upper-Tier REMIC (except pursuant to the provisions
of this Agreement), or (d) cause either the Lower-Tier REMIC or the Upper-Tier REMIC to be subject to a tax on “prohibited
transactions” or “prohibited contributions” pursuant to the REMIC Provisions.


 


12.4.      
 Indemnification with Respect to Certain Taxes and Loss of REMIC Status.


(a)           If either the
Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs state or local taxes,
or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions due to the willful
misconduct, bad faith or negligent performance by the Certificate Administrator of its duties and obligations specifically set
forth herein, or by reason of the Certificate Administrator’s negligent disregard of its obligations and duties thereunder,
the Certificate Administrator shall indemnify the Trust against any and all losses, claims, damages, liabilities or expenses (“Losses”)
resulting therefrom; provided, however, the Certificate Administrator shall not be liable for any such Losses attributable
to the action or inaction of the Servicer, the Special Servicer, the Depositor, or the Holders of the Class R Certificates
nor for any such Losses resulting from misinformation provided by the Holders of the Class R Certificates, the Servicer,


 



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the
Special Servicer, or the Depositor, on which the Certificate Administrator has relied. The foregoing shall not be deemed to limit
or restrict the rights and remedies of successor Holders of the Class R Certificates at law or in equity.


 


(b)           If either the Lower-Tier REMIC or the Upper-Tier REMIC fails to qualify as a REMIC, loses its status as a REMIC, or incurs
state or local taxes, or a tax as a result of a prohibited transaction or contribution subject to taxation under the REMIC Provisions
due to the willful misconduct, bad faith or negligent performance of the Servicer or the Special Servicer in the performance of
its duties and obligations set forth herein, or by reason of the Servicer’s or Special Servicer’s negligent disregard
of its obligations and duties thereunder, the Servicer or the Special Servicer, as the case may be, shall indemnify the Trust Fund
against any and all losses resulting therefrom; provided, however, the Servicer or the Special Servicer, as the case
may be, shall not be liable for any such losses attributable to the action or inaction of the Certificate Administrator, the Depositor,
the Holders of the Class R Certificates nor for any such losses resulting from misinformation provided by the Certificate
Administrator, the Depositor or the Holders of the Class R Certificates on which the Servicer or the Special Servicer, as
the case may be, has relied. The foregoing shall not be deemed to limit or restrict the rights and remedies of any successor Holders
of the Class R Certificates at law or in equity.


 


13.        EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE


 


13.1.       
Intent of the Parties; Reasonableness. The parties hereto acknowledge and agree that the purpose of Article 13
of this Agreement is, among other things, to facilitate compliance by any Other Depositor with the provisions of Regulation AB
and the related rules and regulations of the Commission. Except as expressly required by Sections 13.7, 13.8 and
13.9, 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 SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial
Mortgage Pass-Through Certificates, Series 2019-PREZ, and any 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 Servicer, the Special Servicer, the Certificate
Administrator and the Trustee, as applicable, and any Sub-Servicer, or the servicing of the Mortgage Loan, reasonably believed
by the Depositor or any Other Depositor, as applicable, in good faith to be necessary in order to effect such compliance.


 






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13.2.      
 Succession; Sub-Servicers; Subcontractors. (a)  For so long as any Other Securitization Trust is subject
to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 13.7 of this Agreement),
in connection with the succession to the Servicer and Special Servicer or any Sub-Servicer as servicer or sub-servicer (to the
extent such Sub-Servicer is a “servicer” meeting the criteria contemplated by Item 1108(a)(2) of Regulation AB) under
this Agreement by any Person (i) into which the Servicer and Special Servicer or such Sub-Servicer may be merged or consolidated,
or (ii) which may be appointed as a successor to the Servicer and Special Servicer or any such Sub-Servicer, the Servicer
or the Special Servicer, as applicable (depending on whether such succession involves it or one of its Sub-Servicers), shall provide
(other than in the case of a succession pursuant to an appointment under Section 7.1 or 7.2, in which case the
successor Servicer or successor Special Servicer, as applicable, shall provide) to any Other Depositor as to which the applicable
Companion Loan is affected, at least five (5) Business Days prior to the effective date of such succession or appointment
as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement
(and as long as such notice is not given by a successor Servicer or successor Special Servicer appointed under Section 7.1
or 7.2), and otherwise no later than one (1) Business Day after such effective date of succession, (x) written notice
to the Depositor and each such Other Depositor of such succession or appointment and (y) in writing and in form and substance
reasonably satisfactory to each such Other Depositor, all information relating to such successor Servicer reasonably requested
by any such Other Depositor in order to comply with its reporting obligation under Item 6.02 of Form 8-K pursuant to the Exchange
Act (if such reports under the Exchange Act are required to be filed under the Exchange Act).


 


(b)           For
so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, each of the Servicer,
the Special Servicer, any Sub-Servicer, the Trustee and the Certificate Administrator (each of the Servicer, the Special Servicer,
the Trustee and the Certificate Administrator and each Sub-Servicer, for purposes of this Section 13.2(b) and Section
13.2(c), a “Servicing Party”) is permitted to utilize one or more Subcontractors to perform certain of
its obligations hereunder. Such Servicing Party shall promptly upon request provide to any Other Depositor as to which the applicable
Companion Loan is affected, a written description (in form and substance satisfactory to each such Other Depositor) of the role
and function of each Subcontractor that is a Servicing Function Participant utilized by such Servicing Party 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 Servicing Party shall cause any Subcontractor
utilized by such Servicing Party that is determined to be a Servicing Function Participant to comply with the provisions of Section
13.8 and Section 13.9 of this Agreement to the same extent as if such Subcontractor were such Servicing Party. Such
Servicing Party shall obtain from each such Subcontractor (or, in the case of each Sub-Servicer set forth on Exhibit X,
shall use commercially reasonable efforts to obtain from 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
13.8 and Section 13.9 of this Agreement, in each case, as and when required to be delivered.


 


(c)           For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, notwithstanding
the foregoing, if a Servicing Party engages a


 



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Subcontractor in connection with the performance of any of its duties under this
Agreement, such Servicing Party 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 Servicing Party determines, pursuant to the preceding sentence, that such Subcontractor is a “servicer”
within the meaning of Item 1101 of Regulation AB and meets the criteria in Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB,
then such Subcontractor shall be deemed to be a Sub-Servicer for purposes of this Agreement, and the engagement of such Sub-Servicer
shall not be effective unless and until notice is given to the Depositor and the Certificate Administrator, as well as any Other
Depositor as to which the applicable Companion Loan is affected, of any such Sub-Servicer and Subservicing Agreement. No Subservicing
Agreement (other than such agreements set forth on Exhibit U hereto) shall be effective until five (5) Business Days
after such written notice is received by the Depositor, the Certificate Administrator and each such Other Depositor. Such notice
shall contain all information reasonably necessary, and in such form as may be necessary, to enable each Other Exchange Act Reporting
Party as to which the applicable Companion Loan is affected, to accurately and timely report the event under Item 6.02 of Form
8-K pursuant to the related Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required
to be filed under the Exchange Act).


 


(d)           For so long as 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 13.6
of this Agreement) and shall furnish pursuant to Section 13.6 of this Agreement to each Other Depositor in writing and in
form and substance reasonably satisfactory to the Depositor and each Other Depositor, all information reasonably necessary for
each Other Exchange Act Reporting Party to accurately and timely report the event under Item 6.02 of Form 8-K pursuant to the related
Other Pooling and Servicing Agreement or otherwise (if such reports under the Exchange Act are required to be filed under the Exchange
Act).


 


13.3.        Other Securitization Trust’s Filing Obligations. For so long as any Other Securitization Trust is subject to
the reporting requirements of the Exchange Act, the Servicer, the Special Servicer, the Certificate Administrator and the Trustee
shall (and shall cause (or, in the case of each Sub-Servicer set forth on Exhibit X, shall use commercially reasonable
efforts to cause) each Additional Servicer and Servicing Function Participant utilized thereby to) reasonably cooperate with each
Other Depositor in connection with the satisfaction of each Other Securitization Trust’s reporting requirements under the
Exchange Act.


 


13.4.        Form
10-D Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
within one 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) the parties as set forth on
Exhibit T to this Agreement, shall be required to provide to each Other


 



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Exchange Act Reporting Party and each 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 such other format as otherwise agreed upon by 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,
and (ii) the parties listed on Exhibit T to this Agreement shall include with such Additional Form 10-D
Disclosure application to such party and shall cause each Sub-Servicer (or, in the case of each Sub-Servicer set forth on Exhibit X,
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 V
to this Agreement. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by
the parties listed on Exhibit T to this Agreement of their duties under this paragraph or proactively solicit or procure
from such parties any Additional Form 10-D Disclosure information.


 


13.5.       
Form 10-K Disclosure. For so long as 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 U to this Agreement
shall be required to provide (and with respect to any Servicing Function Participant of such party (other than any party to this
Agreement), shall cause such Servicing Function Participant to provide) to each Other Exchange Act Reporting Party and each 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 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 U to this Agreement applicable to such party, and (ii) the parties listed on Exhibit U
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 X, 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 U to this Agreement. 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-K Disclosure information.


 


13.6.       
Form 8-K Disclosure. For so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, to the extent a Servicing Officer or Responsible Officer thereof has actual knowledge of such event (other than Item 1117
of Regulation AB as to such party which shall be reported if actually known by any Servicing


 



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Officer or Responsible Officer, as
the case may be, or any lawyer in the in-house legal department of such party), within one Business Day after the occurrence of
an event requiring disclosure on Form 8-K (each such event, a “Reportable Event”) (using commercially reasonable
efforts), but in no event later than the close of business (New York City time) on the second Business Day after the occurrence
of a Reportable Event, (i) the parties set forth on Exhibit W to this Agreement shall be required to provide (and (i) with
respect to any Servicing Function Participant of such party that is a Sub-Servicer set forth on Exhibit X, 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 each Other Depositor and each 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 each such Other Depositor, each such Other Exchange Act Reporting Party and
such providing parties, any Form 8-K Disclosure Information described on Exhibit W to this Agreement as applicable to such
party, if applicable, and (ii) the parties listed on Exhibit W 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 X,
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 V.
The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Exhibit
W of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information.


 


13.7.       
Annual Compliance Statements. On or before March 1 of each year, commencing in 2020, each of the Servicer, the
Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the Mortgage Loan) and, for so
long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator
and the Trustee (provided, however, that the Trustee shall not be required to deliver an assessment of compliance
with respect to any period during which there was no Applicable Servicing Criteria applicable to it), at its own expense, shall
furnish (and each such party, (i) with respect to each Servicing Function Participant that is a Sub-Servicer set forth on
Exhibit X with which it has entered into a servicing relationship with respect to the Mortgage Loan, 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 such Servicing Function Participant and each of the Servicer, Special Servicer and the Certificate Administrator, a “Certifying
Servicer”) to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant
to Section 8.14(b)), the Trustee, the Depositor and the Companion Loan Holders (or, in the case of a Companion Loan
that is part of an Other Securitization Trust, the applicable Other Depositor and Other Exchange Act Reporting Party), an Officer’s
Certificate stating, as to the signer thereof, that (A) a review of such Person’s activities during the preceding calendar
year or portion thereof and of such Person’s performance under this Agreement or the applicable sub-servicing agreement,
as applicable, has been made under such officer’s supervision and (B) to the best of such officer’s knowledge,
based on such review, such Person has fulfilled all its obligations under this Agreement or the applicable sub-


 



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servicing agreement,
as applicable, 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.
For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt
of each such Officer’s Certificate, the Depositor (and, in the case of a Companion Loan that is part of an Other Securitization
Trust, the applicable Other Depositor and Other Exchange Act Reporting Party) may review each such Officer’s Certificate
and, if applicable, consult with the Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer,
respectively, or any related Servicing Function Participant with which the Servicer or the Special Servicer, as applicable, has
entered into a servicing relationship with respect to the Trust Loan or the Companion Loans in the fulfillment of any Certifying
Servicer’s obligations hereunder or under the applicable sub-servicing or primary servicing agreement. The obligations of
each Certifying Servicer under this Section apply to each such Certifying Servicer that serviced the Trust Loan or a 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. Copies of all Officer’s Certificates delivered pursuant to this Section 13.7
shall be made available to any Privileged Person by the Certificate Administrator by posting such Compliance Report to the Certificate
Administrator’s Website pursuant to Section 8.14(b).


 


13.8.      
Annual Reports on Assessment of Compliance with Servicing Criteria. (a) On or before March 1 of each year, commencing
in 2020, the Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of the
Mortgage Loan) and, for so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
the Certificate Administrator, the Custodian and the Trustee (provided, however, that the Trustee shall not be required
to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing Criteria applicable
to it), each at its own expense, shall furnish (and each such party, (i) with respect to each Servicing Function Participant
that is a Sub-Servicer set forth on Exhibit X with which it has entered into a servicing relationship with respect
to the Mortgage Loan, 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 Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee
and any Servicing Function Participant, as the case may be, a “Reporting Servicer”) to the Certificate Administrator
and the 17g-5 Information Provider (who shall post it to the Certificate Administrator’s Website and the 17g-5 Information
Provider’s Website, as applicable, pursuant to Section 8.14(b)), the Trustee, the Depositor and the Companion
Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the applicable Other Depositor
and Other Exchange Act Reporting Party), a report on an assessment of compliance with the Applicable Servicing Criteria that contains
(A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Applicable Servicing Criteria,
(B) a statement that, to the best of such Reporting Servicer’s knowledge, such Reporting Servicer used the Servicing
Criteria to assess compliance with the Applicable Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance
with the Applicable 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 Applicable Servicing Criteria, a discussion of each such failure and the nature and status thereof
and (D) a statement that a registered public accounting firm that is a member of the American Institute of


 



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Certified Public
Accountants has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Applicable Servicing
Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 13.8 shall
be provided to any Certificateholder, upon the written request therefor and submission of an Investor Certification in the form
of Exhibit K-1, 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 Applicable Servicing Criteria. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, promptly after receipt of each such report, 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 Applicable Servicing Criteria.


 


(b)           On the Closing Date, the Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the Custodian each
acknowledge and agree that Exhibit L to this Agreement sets forth the Applicable Servicing Criteria for such party.


 


(c)           No later than 30 days after the end of each fiscal year for the Trust, the Servicer, the Special Servicer and, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator 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, in each case, 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
Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements of the
Exchange Act, the Certificate Administrator submit their assessments pursuant to Section 13.8(a) of this Agreement, such
parties, as applicable, will also at such time include the assessment (and related attestation pursuant to Section 13.9)
of each Servicing Function Participant engaged by it. For the avoidance of doubt, no notice pursuant to this paragraph shall be
required to be delivered by the Servicer or the Special Servicer in the event that such party has not utilized any Servicing Function
Participant during the previous fiscal year for the Trust. The fiscal year for the Trust shall be January 1 through and including
December 31 of each calendar year.


 


(d)           In the event the Servicer, the Special Servicer or, for so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, the Certificate Administrator 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 Sub-Servicer set forth
on Exhibit X, shall use commercially reasonable efforts to cause) any Servicing Function Participant engaged by it
to provide (and the Servicer, the Special Servicer and the Certificate Administrator shall, with respect to any Servicing Function
Participant that resigns or is terminated under any applicable servicing agreement, cause such Servicing Function Participant to
provide) an annual assessment of compliance pursuant to this Section 13.8, coupled with an attestation as required in Section
13.9 in respect of the period of time that the Servicer, the Special Servicer or, for so long as any Other Securitization Trust
is subject to the reporting requirements of the Exchange Act, the Certificate Administrator was subject to this


 



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Agreement or the
period of time that the Servicing Function Participant was subject to such other servicing agreement.


 


13.9.      
 Annual Independent Public Accountants’ Servicing Report. On or before March 1 of each year, commencing in 2020,
the Servicer, the Special Servicer and, for so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Custodian and the Trustee (provided, however, that the Trustee
shall not be required to deliver an assessment of compliance with respect to any period during which there was no Applicable Servicing
Criteria applicable to it), each at its own expense, shall cause (and each such party, (i) with respect to each Servicing
Function Participant that is a Sub-Servicer set forth on Exhibit X with which it has entered into a servicing relationship
with respect to the Mortgage Loan, 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) a registered public accounting firm (which may also render other services
to the Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee or the applicable Servicing Function
Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report
to the Certificate Administrator (who shall post it to the Certificate Administrator’s Website pursuant to Section 8.14(b)),
the Depositor, the Companion Loan Holders (or, in the case of a Companion Loan that is part of an Other Securitization Trust, the
applicable Other Depositor and Other Exchange Act Reporting Party) and the 17g-5 Information Provider (who shall post it to the
17g-5 Information Provider’s Website pursuant to Section 8.14(b)), to the effect that (i) it has obtained a representation
regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer
of its compliance with the Applicable Servicing Criteria and (ii) on the basis of an examination conducted by such firm in
accordance with standards for attestation engagements issued or adopted by the Public Company Accounting Oversight Board, it is
expressing an opinion as to whether such Reporting Servicer’s assessment of compliance with the Servicing Criteria was fairly
stated in all material respects, or it cannot express an overall opinion regarding such party’s assessment of compliance
with the Applicable 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 accountant’s attestation report required
hereunder 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 all statements delivered pursuant to
this Section 13.9 shall be made available to any Privileged Person by the Certificate Administrator posting such statement
on the Certificate Administrator’s Website pursuant to Section 8.14(b).


 


For so long as any Other
Securitization Trust is subject to the reporting requirements of the Exchange Act, promptly after receipt of such report from the
Servicer, the Special Servicer, the Certificate Administrator, the Trustee or any Servicing Function Participant, the Depositor
and each Other Depositor may review the report and, if applicable, consult with the Servicer, the Special Servicer or, for so long
as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act, the Certificate Administrator or
the Trustee as to the nature of any defaults by the Servicer, the Special Servicer, the Certificate Administrator, the Trustee
or any Servicing Function Participant with which it has entered into a


 



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servicing relationship with respect to the Trust Loan or
any Companion Loan, as the case may be, in the fulfillment of any of the Servicer’s, the Special Servicer’s, the Certificate
Administrator’s, the Trustee’s or the applicable Servicing Function Participants’ obligations hereunder or under
the applicable sub-servicing agreement.


 


13.10.     
Significant Obligor. With respect to any Property that secures a Companion Loan that the applicable Other Depositor
has notified the Servicer and Special Servicer in writing is a “significant obligor” (within the meaning of Item 1101(k)
of Regulation AB) (together with notification of the Relevant Distribution Date) with respect to an Other Securitization Trust
that includes such Companion Loan, to the extent that the Servicer is in receipt of the updated financial statements of such “significant
obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Borrower or Special
Servicer, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial
statements of such “significant obligor” for any calendar year, beginning for the calendar year following such notice
from the Other Depositor, as applicable, the Servicer shall deliver to the Other Depositor, on or prior to the day that occurs
two (2) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seven (7) Business Days prior to
the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs
twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more
Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of
the “significant obligor”, together with the net operating income of such “significant obligor” for the
applicable period as calculated by the Servicer in accordance with CREFC® guidelines and (B) if such financial
statement receipt occurs less than twelve (12) Business Day prior to the related Significant Obligor NOI Quarterly Filing Deadline
or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such
financial statements of the “significant obligor”, together with the net operating income of such “significant
obligor” for the applicable period as reported by the Borrower in such financial statements.


 


If the Servicer does
not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case
may be, of such “significant obligor” within ten (10) Business Days after the date such financial information is required
to be delivered under the Mortgage Loan Documents, the Servicer shall notify the Other Depositor with respect to such Other Securitization
Trust that includes the related Companion Loan (and shall cause each applicable sub-servicing agreement to require any related
Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Servicer shall use efforts
consistent with Accepted Servicing Practices (taking into account, in addition, the ongoing reporting obligations of such Other
Depositor under the Exchange Act) to obtain the periodic financial statements of the Borrower under the Mortgage Loan Documents.


 


The Servicer shall (and
shall cause each applicable sub-servicing agreement entered into after receipt of written notice from the Other Depositor that
such Companion Loan is a significant obligor to require any related Sub-Servicer to) retain written evidence of each instance in
which it (or a Sub-Servicer) attempts to contact the Borrower related to any such “significant obligor” (identified
to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information
and is unsuccessful


 



    -235-


     


    

 


and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required
to be filed by the Other Securitization Trust, shall forward an Officer’s Certificate evidencing its attempts to obtain this
information to the Other Exchange Act Reporting Party and Other Depositor related to such Other Securitization Trust. This Officer’s
Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other
Pooling and Servicing Agreement.


 


13.11.    
Sarbanes-Oxley Backup Certification. For so long as any Other Securitization Trust is subject to the reporting requirements
of the Exchange Act, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee shall provide (and with
respect to any other Servicing Function Participant of such party, shall cause such Servicing Function Participant to provide)
to the Person who signs the Sarbanes-Oxley Certification with respect to such Other Securitization Trust (the “Certifying
Person”) no later than March 1 of the year following the year to which the Form 10-K of such Other Securitization Trust
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 AA-1, Exhibit AA-2, Exhibit AA-3 and Exhibit AA-4, as applicable, on
which the Certifying Person, the entity for which the Certifying Person acts as an officer, and such entity’s officers, directors
and Affiliates (collectively with the Certifying Person, “Certification Parties”) can reasonably rely. 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 13.11 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.


 


13.12.   
  Indemnification. For so long as the other Trust is subject to the reporting requirements of the Exchange Act, each
of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall indemnify and hold harmless the Depositor,
each Other Depositor and any employee, director or officer of the Depositor or any Other Depositor from and against any claims,
losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses
incurred by such indemnified party arising out of (i) an actual breach by the Servicer, the Special Servicer, the Certificate
Administrator or the Trustee, as the case may be, of its obligations under this Article 13, (ii) negligence, bad
faith or willful misconduct on the part of the Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as
applicable, in the performance of such obligations or (iii) delivery of any Deficient Exchange Act Deliverable regarding such
party and delivered by or on behalf of such party.


 


The Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not
a Sub-Servicer set forth on Exhibit X (and with respect to any Servicing Function Participant of such party that is
a Sub-Servicer set forth on Exhibit X, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to indemnify and hold harmless the Depositor, each Other Depositor and any employee, director or officer of the Depositor or any
Other Depositor from and against any and all claims, losses, damages, penalties, fines, forfeitures, legal fees and expenses and
related costs, judgments and any other costs, fees and expenses incurred by such indemnified party arising out of (i) a breach
of its obligations to provide any of the annual


 



    -236-


     


    

 


compliance statements or annual servicing criteria compliance reports or attestation
reports pursuant to the applicable sub-servicing agreement, (ii) negligence, bad faith or willful misconduct its part in the
performance of such obligations, (iii) any failure by a Servicing Party (as defined in Section 13.2(b)) to identify
a Servicing Function Participant pursuant to Section 13.2(b) or (iv) delivery of any Deficient Exchange Act Deliverable
regarding such party and delivered by or on behalf of such party.


 


If the indemnification
provided for in, or contemplated by, either of the prior two paragraphs is unavailable or insufficient to hold harmless the Depositor,
any Other Depositor or any employee, director or officer of the Depositor or any Other Depositor, then the Servicer, the Special
Servicer, the Certificate Administrator, the Trustee, the Additional Servicer or other Servicing Function Participant (the “Performing
Party”) shall contribute to the amount paid or payable to the indemnified party as a result of the losses, claims, damages
or liabilities of the indemnified party in such proportion as is appropriate to reflect the relative fault of the indemnified party
on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant
to this Article 13 (or breach of its obligations under the applicable sub-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 Servicer, the Special
Servicer, the Certificate Administrator and the Trustee shall cause each Servicing Function Participant of such party that is not
a Sub-Servicer set forth on Exhibit X (and with respect to any Servicing Function Participant of such party that is
a Sub-Servicer set forth on Exhibit X, shall use commercially reasonable efforts to cause such Servicing Function Participant)
to agree to the foregoing indemnification and contribution obligations. This Section 13.12 shall survive the termination
of this Agreement or the earlier resignation or removal of the Servicer, the Special Servicer or the Certificate Administrator.


 


13.13.   
  Amendments. This Article 13 may be amended by the parties hereto pursuant to Section 11.1 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 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.


 


13.14.   
  Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement,
the Depositor or any Other Depositor may terminate the Certificate Administrator upon five Business Days’ notice if the Certificate
Administrator fails to comply with any of its obligations under this Article 13; provided that such termination shall
not be effective until a successor Certificate Administrator shall have accepted the appointment.


 


13.15.   
  Termination of Sub-Servicing Agreements. For so long as any Other Securitization Trust is subject to the reporting
requirements of the Exchange Act, each of the Servicer, the Certificate Administrator and the Trustee, as applicable, shall (i) cause
each Sub-Servicing Agreement to which it is a party to entitle the Depositor or any Other Depositor to terminate such agreement
(without compensation, termination fee or the consent of any other


 



    -237-


     


    

 


Person) at any time following any failure of the applicable
Sub-Servicer to any deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver under Regulation AB
or as otherwise contemplated by this Article 13 and (ii) promptly notify the Depositor and any Other Depositor following
any failure of the applicable Sub-Servicer to deliver any Exchange Act reporting items that such Sub-Servicer is required to deliver
under Regulation AB or as otherwise contemplated by this Article 13. The Depositor and any Other 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 and any Other Depositor to terminate a Sub-Servicing Agreement as aforesaid shall not limit any right the Servicer, the
Certificate Administrator or the Trustee, as applicable, may have to terminate such Sub-Servicing Agreement.


 


13.16.     
Notification Requirements and Deliveries in Connection with Securitization of a Companion Loan. (a)  Any
other provision of this Article 13 to the contrary notwithstanding, including, without limitation, any deadlines for delivery
set forth in this Article 13, in connection with the requirements contained in this Article 13 that provide for the
delivery of information and other items to, and the cooperation with, the Other Depositor and Other Exchange Act Reporting Party
of any Other Securitization Trust that includes a Companion Loan, no party hereunder shall be obligated to provide any such items
to or cooperate with such Other Depositor or Other Exchange Act Reporting Party (i) 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
(which shall only be required to be delivered once and each party shall be entitled to rely on such notice), setting forth the
contact information for such Person(s) and, except as regards the deliveries and cooperation contemplated by Section 13.7,
Section 13.8 and Section 13.9 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. Any reasonable
cost and expense of the Servicer, Special Servicer, 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 13 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 13 in connection
therewith and (i) upon such confirmation, the parties shall comply with the deadlines for delivery set forth in this Article
13 with respect to such Other Securitization Trust or (ii) in the absence of such confirmation, the parties shall not
be required to deliver such items; provided that no such confirmation shall be required in connection with any delivery
of the items contemplated by Section 13.7, Section 13.8 and Section 13.9 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


 



    -238-


     


    

 


Party and
any other parties to the Other Pooling and Servicing Agreement relating to such Other Securitization Trust.


 


(b)           Each of the Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior written
request given in accordance with the terms of Section 13.16(a) above, and subject to a right of the Servicer, Special Servicer,
the Certificate Administrator or Trustee, as the case may be, to review and approve such disclosure materials, permit the Companion
Loan Holders to use such party’s description contained in the Offering Circular (updated as appropriate by the Servicer,
the Special Servicer, the Certificate Administrator or the Trustee, as applicable, at the reasonable cost of the Other Depositor)
for inclusion in the disclosure materials relating to any securitization of a Companion Loan.


 


(c)           The Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 13.16(a) above, shall each timely provide (to the extent the reasonable cost
thereof is paid or caused to be paid by the requesting party) to the Other Depositor and any underwriters with respect to
any securitization transaction that includes a Companion Loan such opinion(s) of counsel, certifications and/or indemnification
agreement(s) with respect to the updated description referred in Section 13.16(b) with respect to such party, substantially
identical to those, if any, delivered by the 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 Offering Circular and/or
any other disclosure materials relating to this Trust (updated as deemed appropriate by the Servicer, the Special Servicer, the
Trustee or the Certificate Administrator, or their respective legal counsel, as the case may be, and sufficient to comply with
Regulation AB). None of the 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 Companion Loan if it did not deliver a corresponding item with respect
to this Trust.


 


[SIGNATURE PAGE FOLLOWS]


 




    -239-


     


    


 


IN
WITNESS WHEREOF, the parties hereto have caused their names to be signed hereto by their respective officers thereunto duly authorized
as of the day and year first above written.








	 	 	 
	 	SG
    COMMERCIAL MORTGAGE SECURITIES, LLC 

    (Depositor)
	 	 	 
	 	By:	/s/ Jim Barnard
	 	 	Name: Jim
    Barnard
	 	 	Title: Vice
    President
	 	 	 
	 	KEYBANK NATIONAL ASSOCIATION
(Servicer)

	 	 	 
	 	By:	/s/ Michael A. Tilden
	 	 	Name:  Michael
A. Tilden
	 	 	Title:    Vice
President
	 	 	 
	 	AEGON
    USA REALTY ADVISORS, LLC 

    (Special Servicer)
	 	 	 
	 	By:	/s/ Lara Osterhaus
	 	 	Name:  Lara
    Osterhaus
	 	 	Title:    Sr.
    Vice President
	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION 

    (Certificate Administrator)
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name:  Amy
    Mofsenson
	 	 	Title:     Vice
    President









	 	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION 

    (Trustee)
	 	 	 
	 	By:	/s/ Amy Mofsenson
	 	 	Name:  Amy
    Mofsenson
	 	 	Title:     Vice
    President


 



SGCMS 2019-PREZ: TRUST AND SERVICING AGREEMENT


 






     


     


    

  





	STATE
    OF New York	)	 	 
	 	)	ss:	 
	COUNTY
    OF New York	)	 	 


 


On
this 18 day of September 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly commissioned
and sworn, personally appeared Jim Barnard, to me known who, by me duly sworn, did depose and acknowledge before me and say that
s/he resides at Larchmont, NY; that s/he is the Vice President of SG Commercial Mortgage Securities, LLC, a
Delaware limited liability company, the entity described in and that executed the foregoing instrument as Director of such
limited liability company; 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/
    Natalie A. Rosario
		 	NOTARY
    PUBLIC in and for the
		 	State
    of New York
		 	 
		 	 


 





	[SEAL]	 	 
	 	 	 
	 	NATALIE
                                                                                         A. ROSARIO



	 
	 	Notary
    Public State of New York	 
	My Commission expires:	No.
01RO60B7546	 
	 	Qualified
    in New York County	 
	 	My
    Commission Expires 07-15-2023	 


  


SGCMS 2019-PREZ: TRUST AND SERVICING AGREEMENT


 




     


     


    

 





	STATE OF KANSAS	)	 
	 	)    ss.:	 
	COUNTY OF JOHNSON	)	 


   


On
this 19th day of September 2019, before me, the undersigned, a Notary Public in and for the State of
Kansas, personally appeared Michael A. Tilden, Know to me to be a Vice President of KeyBank National Association, Which
executed the within instrument, and also known to me to be the person who executed it on behalf of such entity, and
acknowledge to me that such person executed the within instrument.




 


WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.


 





	



	 	/s/
    Cindy L Crow
		 	NOTARY
    PUBLIC in and for the

    State of Kansas
		 	
		 	 NOTARY PUBLIC, STATE OF KANSAS
		 	CINDY
    CROW
	 	 	My
    Appointment Expires 
	[SEAL]	 	December
    20, 2021
	 	 	 
	My
    commission expires:	 	 
	 	 	 
	12/20/21	 	 


  


SGCMS 2019-PREZ TRUST AND SERVICING AGREEMENT


 







     


     


    

 





	STATE OF IOWA	)	 
	 	)    ss:	 
	COUNTY OF LINN	)	 


  


On
this 18th day of September 2019, before me, the undersigned, a Notary Public in and for the State of Iowa, duly commissioned
and sworn, personally appeared Lara Osterhaus, to me known who, by me duly sworn, did depose and acknowledge before me and say
that she has offices at Cedar Rapids, Iowa and that she is the Senior Vice President of AEGON USA Realty Advisors, LLC, an Iowa
limited liability company, the entity described in and that executed the foregoing instrument; and that she signed her name
thereto under authority of the board of directors of said entity and on behalf of such entity.


 





WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	



	 	/s/
    Rebecca Johnson
	 	 	NOTARY
    PUBLIC in and for the

    State of Iowa
	 	 	
	 	 	NOTARIAL
    SEAL 

    IOWA
	 	 	REBECCA
    JOHNSON
	 	 	Commission
    Number 782312
	[SEAL]	 	My
    Commission Expires 01.23.2020
	 	 	 
	My
    Commission expires:	 	 
	 	 	 
	01/23/2020	 	 


 




SGCMS 2019-PREZ: TRUST AND SERVICING AGREEMENT


 





     


     


    

 





	STATE OF	)	 
	 	)    ss:	 
	COUNTY OF	)	 


  


On
this 18th day of September  2019, before me, the undersigned, a Notary Public in and for the State of New York,
duly commissioned and sworn, personally appeared Amy Mofsenson, to me known who, by me duly sworn, did depose and acknowledge
before me and say that s/he has offices at 150 East 42nd Street, New York, NY 10017 and that s/he is the Vice
President of Wells Fargo Bank, National Association, a national banking association, the entity described in and that
executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors of
said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	



	 	/s/
    Janet M. Jolley
		 	NOTARY
    PUBLIC in and for the
	JANET
    M. JOLLEY	 	State
    of _________
	Notary
    Public, State of New York	 	 
	No.
    01JO6121000	 	 
	Qualified
    in Kings County	 	 
	Commission
    Expires Jan. 3, 2021	 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My
    Commission expires:	 	 
	 	 	 
	 	 	 


 


SGCMS 2019-PREZ: TRUST AND SERVICING AGREEMENT


 






     


     


    

 


	STATE OF	)	 
	 	)    ss:	 
	COUNTY OF 	)	 





 


On
this 18th day of September 2019, before me, the undersigned, a Notary Public in and for the State of New York,
duly commissioned and sworn, personally appeared Amy Mofsenson, to me known who, by me duly sworn, did depose and acknowledge
before me and say that s/he has offices at 150 East 42nd Street, New York, NY 10017 and that s/he is
the Vice President of Wells Fargo Bank, National Association, a national banking association, the entity described in and
that executed the foregoing instrument; and that s/he signed her/his name thereto under authority of the board of directors
of said entity and on behalf of such entity.


 


WITNESS
my hand and seal hereto affixed the day and year first above written.


 





	



	 	/s/
    Janet M. Jolley
		 	NOTARY
    PUBLIC in and for the
	JANET M. JOLLEY	 	State
    of ________ 
	Notary
    Public, State of New York	 	 
	No. 01JO6121000	 	 
	Qualified in Kings County	 	 
	Commission Expires Jan. 3, 2021	 	 
		 	 
	 	 	 
	[SEAL]	 	 
	 	 	 
	My
    Commission expires:	 	 
	 	 	 
	 	 	 


 


SGCMS 2019-PREZ: TRUST AND SERVICING AGREEMENT


 






     


     


    


 





EXHIBIT
A-1


 


FORM
OF CLASS A CERTIFICATES


 


CLASS
A


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 


 






1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 






    Exhibit A-1-1


     


    

 


ADMINISTRATOR,
THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLER OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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 TRUST 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW
THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”),
OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS


 






    Exhibit A-1-2


     


    

 


CERTIFICATE,
UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES
AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES
BY SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR
A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-1-3


     


    

 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2019-PREZ,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS A


 


	Pass-Through
    Rate:  3.0210% per annum	 	 
	 	 	 
	First Distribution
    Date:  November 18, 2019	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class A Certificates:  $48,469,000	 	Rated Final
    Distribution Date:

    September 2039
	 	 	 
	CUSIP:  78430E
    AA3

    ISIN:  US78430EAA38	 	Initial
Certificate Balance of this

        Certificate: $48,469,000

	 	 	 
	No.:  A-1	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class A Certificates. The Trust Fund consists primarily of two promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class X, Class
B, Class C, Class D, Class E, Class F and Class R Certificates (collectively with the Class A Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September
6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor,
KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the fourth Business Day after
the Determination Date, commencing in November 2019 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs, 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 and any other amounts, allocable to the Class A Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 






    Exhibit A-1-4


     


    

 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution 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 therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any


 






    Exhibit A-1-5


     


    

 


manner
or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing
Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and
the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and
records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of
the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance
with the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust 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
United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-1-6


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated: October
15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer



 


Certificate of Authentication


 


This
is one of the Class A Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October
15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer



 



    Exhibit A-1-7


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 


	Date
    of

    Exchange or

    Payment of

    Principal	 	 	 	Certificate

    Balance

    Prior to

    Exchange or

    Payment	 	 	 	Certificate

    Balance

    Exchanged

    or Principal

    Payment

    Made	 	 	 	Type
    of

    Certificate

    Exchanged

    for	 	 	 	Remaining

    Certificate

    Balance

    Following

    Such

    Exchange or

    Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 



    Exhibit 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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________




    Exhibit 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:


 






    Exhibit A-1-10


     


    

 


EXHIBIT
A-2


 


FORM
OF CLASS B CERTIFICATES


 


CLASS
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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 


 






1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 






    Exhibit A-2-1


     


    

 


ADMINISTRATOR,
THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLER OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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 TRUST 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS B CERTIFICATE IS SUBORDINATED TO THE CLASS A CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER


 






    Exhibit A-2-2


     


    

 


PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION
OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION
4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-2-3


     


    

 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2019-PREZ,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS B


 


	Pass-Through
    Rate:  3.1720% per annum	 	 
	 	 	 
	First
    Distribution Date:  November 18, 2019	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class B Certificates:  $19,019,000	 	Rated
    Final Distribution Date:

    September 2039
	 	 	 
	CUSIP:  78430E
    AE5

    ISIN:  US78430EAE59	 	Initial
Certificate Balance of this

        Certificate: $19,019,000

	 	 	 
	No.:  B-1	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class B Certificates. The Trust Fund consists primarily of two promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A,
Class X, Class C, Class D, Class E, Class F and Class R Certificates (collectively with the Class B Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September
6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor,
KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the fourth Business Day after
the Determination Date, commencing in November 2019 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs, 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 and any other amounts, if any, allocable to the Class B Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 






    Exhibit A-2-4


     


    

 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution 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 therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any


 






    Exhibit A-2-5


     


    

 


manner
or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing
Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and
the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and
records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of
the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance
with the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust 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
United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-2-6


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-2-7


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of

    Exchange or

    Payment of

    Principal	 	 	 	Certificate

    Balance

    Prior to

    Exchange or

    Payment	 	 	 	Certificate

    Balance

    Exchanged

    or Principal

    Payment

    Made	 	 	 	Type
    of

    Certificate

    Exchanged

    for	 	 	 	Remaining

    Certificate

    Balance

    Following

    Such

    Exchange or

    Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit 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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit 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:


 






    Exhibit A-2-10


     


    

 


EXHIBIT
A-3


 


FORM
OF CLASS C CERTIFICATES


 


CLASS
C


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 


 






1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 






    Exhibit A-3-1


     


    

 


ADMINISTRATOR,
THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLER OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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 TRUST 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS C CERTIFICATE IS SUBORDINATED TO THE CLASS A AND CLASS B CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER


 






    Exhibit A-3-2


     


    

 


PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION
OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION
4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-3-3


     


    

 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2019-PREZ,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS C


 


	Pass-Through
    Rate:  3.3230%	 	 
	 	 	 
	First
    Distribution Date:  November 18, 2019	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class C Certificates:  $18,572,500	 	Rated
    Final Distribution Date:

    September 2039
	 	 	 
	CUSIP:  78430E
    AG0

    ISIN:  US78430EAG08	 	Initial
Certificate Balance of this

        Certificate: $18,572,500

	 	 	 
	No.:  C-1	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class C Certificates. The Trust Fund consists primarily of two promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class B, Class D, Class E, Class F and Class R Certificates (collectively with the Class C Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September
6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor,
KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the fourth Business Day after
the Determination Date, commencing in November 2019 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs, 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 and any other amounts, if any, allocable to the Class C Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 






    Exhibit A-3-4


     


    

 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution 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 therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any


 






    Exhibit A-3-5


     


    

 


manner
or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing
Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and
the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and
records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of
the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance
with the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust 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
United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-3-6


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-3-7


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of

    Exchange or

    Payment of

    Principal	 	 	 	Certificate

    Balance

    Prior to

    Exchange or

    Payment	 	 	 	Certificate

    Balance

    Exchanged

    or Principal

    Payment

    Made	 	 	 	Type
    of

    Certificate

    Exchanged

    for	 	 	 	Remaining

    Certificate

    Balance

    Following

    Such

    Exchange or

    Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit 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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit 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:


 






    Exhibit A-3-10


     


    

 


EXHIBIT
A-4


 


FORM
OF CLASS D CERTIFICATES


 


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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 


 



1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.


 









    Exhibit A-4-1


     


    

 


ADMINISTRATOR,
THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLER OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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 TRUST 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS D CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B AND CLASS C CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST
AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER


 






    Exhibit A-4-2


     


    

 


PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR” AS DEFINED IN RULE 501(a)(1) OF REGULATION
D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B) THE ACQUISITION, HOLDING AND DISPOSITION
OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION UNDER ERISA OR SECTION
4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-4-3


     


    

 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2019-PREZ

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS D


 


	Pass-Through
    Rate:  Equal to the WAC Rate	 	 
	 	 	 
	First
    Distribution Date:  November 18, 2019	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class D Certificates:  $19,009,500	 	Rated
    Final Distribution Date:

    September 2039
	 	 	 
	CUSIP:  78430E
    AJ4

    ISIN:  US78430EAJ47	 	Initial
Certificate Balance of this

        Certificate: $19,009,500

	 	 	 
	No.:  D-1	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class D Certificates. The Trust Fund consists primarily of two promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class B, Class C, Class E, Class F and Class R Certificates (collectively with the Class D Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September
6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor,
KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the fourth Business Day after
the Determination Date, commencing in November 2019 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs, 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 and any other amounts, if any, allocable to the Class D Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 






    Exhibit A-4-4


     


    

 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution 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 therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any


 






    Exhibit A-4-5


     


    

 


manner
or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing
Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and
the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and
records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of
the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance
with the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust 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
United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-4-6


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class D Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-4-7


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of

    Exchange or

    Payment of

    Principal	 	 	 	Certificate

    Balance

    Prior to

    Exchange or

    Payment	 	 	 	Certificate

    Balance

    Exchanged

    or Principal

    Payment

    Made	 	 	 	Type
    of

    Certificate

    Exchanged

    for	 	 	 	Remaining

    Certificate

    Balance

    Following

    Such

    Exchange or

    Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


  




    Exhibit 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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit 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:


 






    Exhibit A-4-10


     


    

 


EXHIBIT
A-5


 


FORM
OF CLASS E CERTIFICATES


 


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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER,
THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE


 


 



1
Temporary Regulation S Global Certificate legend.


2
Legend required as long as DTC is the Depository under the Trust and Servicing Agreement.


3
Global Certificate legend.





 






    Exhibit A-5-1


     


    

 


ADMINISTRATOR,
THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE TRUST LOAN SELLER OR ANY OF
THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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 TRUST 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS
CLASS E CERTIFICATE IS SUBORDINATED TO THE CLASS A, CLASS B, CLASS C AND CLASS D CERTIFICATES AS AND TO THE EXTENT SET FORTH IN
THE TRUST AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS
CERTIFICATE MAY NOT BE PURCHASED BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT
PLAN OR OTHER PLAN THAT IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED (“ERISA”), OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN (AS DEFINED IN SECTION 3(32) OF ERISA) OR OTHER


 






    Exhibit A-5-2


     


    

 


PLAN
THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT, SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975
OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN
TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES
WHEREBY SUCH PURCHASE, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED
TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION
CLASS EXEMPTION 95-60 OR, IF IT IS A PLAN SUBJECT TO SIMILAR LAW, WHERE ITS ACQUISITION, HOLDING AND DISPOSITION WILL NOT CONSTITUTE
OR RESULT IN A NONEXEMPT VIOLATION OF SIMILAR LAW.


 


THIS
CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS
ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-5-3


     


    

 


SG
COMMERCIAL MORTGAGE SECURITIES TRUST 2019-PREZ,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS E


 


	Pass-Through
    Rate:  Equal to the WAC Rate	 	 
	 	 	 
	First
    Distribution Date:  November 18, 2019	 	 
	 	 	 
	Aggregate
    Initial Certificate Balance of the Class E Certificates:  $22,116,000	 	Rated
    Final Distribution Date:

    September 2039
	 	 	 
	CUSIP:  78430E
    AL9

    ISIN:  US78430EAL92	 	Initial
                                         Certificate Balance of this

        Certificate: $22,116,000

	 	 	 
	No.:  E-1	 	 


 


This
certifies that Cede & Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions
to be made from the Trust Fund with respect to the Class E Certificates. The Trust Fund consists primarily of two promissory notes
secured by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”).
The Trust Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class
X, Class B, Class C, Class D, Class F and Class R Certificates (collectively with the Class E Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This
Certificate is issued pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September
6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor,
KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized
terms used herein shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant
to the terms of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the fourth Business Day after
the Determination Date, commencing in November 2019 (each such date, a “Distribution Date”), to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month immediately preceding the calendar month in which such Distribution Date occurs, 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 and any other amounts, if any, allocable to the Class E Certificates
for such Distribution Date, all as more fully described in the Trust and Servicing Agreement.


 






    Exhibit A-5-4


     


    

 


All
distributions will be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor
in the Certificate Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a
written request for payment by wire transfer, together with wire instructions, at least five Business Days prior to the related
Distribution 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 therefor. The final distribution on each Certificate shall
be made in like manner, but only upon presentment and surrender of such Certificate at the location specified by the Certificate
Administrator in the notice to Certificateholders of such final distribution.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loan, as more specifically set forth herein and in the Trust and Servicing Agreement.


 


This
Certificate does not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and
Servicing Agreement, the Trust and Servicing Agreement shall control.


 


As
provided in the Trust and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein,
upon surrender for registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver,
in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate
interest and of the same Class.


 


Prior
to due presentation of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer,
the Special Servicer, the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the
Special Servicer or the Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of
such Certificate for the purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other
purposes whatsoever, and none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate
Registrar, nor any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate
Registrar shall be affected by any notice to the contrary.


 


The
Trust and Servicing Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer,
the Special Servicer and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain
circumstances specified in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing
Agreement. Subject to the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement
may also be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and
the Trustee with the written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests
of each Class of Certificates adversely affected by the amendment for the purpose of adding any provisions to or changing in any


 






    Exhibit A-5-5


     


    

 


manner
or eliminating any of the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders.
In addition, no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator
first receiving in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will
not result in the imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to
fail to qualify as a REMIC under the Code.


 


The
Trust and Servicing Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer,
the Depositor, the Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation
to make certain payments to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments
to Certificateholders and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing
Agreement and other than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and
the Lower-Tier REMIC, to maintain books and records of the trust fund for such period of time as it maintains its own books and
records, and the indemnification rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon
the last action required to be taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of
the Trust and Servicing Agreement following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated
Lower-Tier Interests or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance
with the Trust and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust
Loan, provided, however, that in no event shall the trust created by the Trust 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
United States Ambassador to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing
Agreement or be valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Trust and Servicing Agreement.


 




    Exhibit A-5-6


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 


Certificate
of Authentication


 


This
is one of the Class E Certificates referred to in the Trust and Servicing Agreement.


 


Dated:
October 15, 2019


	 	 
	 	WELLS
    FARGO BANK, NATIONAL ASSOCIATION, 

    not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Officer


 




    Exhibit A-5-7


     


    

 


SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:


 





	Date
    of

    Exchange or

    Payment of

    Principal	 	 	 	Certificate

    Balance

    Prior to

    Exchange or

    Payment	 	 	 	Certificate

    Balance

    Exchanged

    or Principal

    Payment

    Made	 	 	 	Type
    of

    Certificate

    Exchanged

    for	 	 	 	Remaining

    Certificate

    Balance

    Following

    Such

    Exchange or

    Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 




    Exhibit 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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address: 


	 	 
	 	 
	 	 
	 	 
	Date:
    __________________	 


	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 






    Exhibit 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:












































 






    Exhibit A-5-10


     


    

 



 





EXHIBIT A-6


 


FORM OF CLASS F CERTIFICATES


 


CLASS F


 


[THIS CERTIFICATE IS A TEMPORARY REGULATION
S GLOBAL CERTIFICATE FOR PURPOSES OF REGULATION S UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
ACT”). NEITHER THIS TEMPORARY REGULATION S GLOBAL CERTIFICATE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD OR DELIVERED,
EXCEPT AS PERMITTED UNDER THE TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE


 


 



		1	Temporary Regulation S Global Certificate legend.



		2	Legend required as long as DTC is the Depository under
the Trust and Servicing Agreement.



		3	Global Certificate legend.



 









    Exhibit A-6-1


     


    

 


ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE
TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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 TRUST 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” (A “QIB”), WITHIN
THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE,
PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CLASS F CERTIFICATE IS SUBORDINATED
TO THE CLASS A, CLASS B, CLASS C, CLASS D AND CLASS E CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE TRUST AND SERVICING AGREEMENT
REFERRED TO HEREIN.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER


 






    Exhibit A-6-2


     


    

 


PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, OTHER THAN AN INSURANCE COMPANY USING ASSETS OF
AN INSURANCE COMPANY GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE, HOLDING AND DISPOSITION OF THE CERTIFICATES BY
SUCH INSURANCE COMPANY WILL BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTION 406 OF ERISA AND SECTION 4975 OF THE
CODE UNDER SECTIONS I AND III OF PROHIBITED TRANSACTION CLASS EXEMPTION 95-60 OR, IF IT IS A PLAN SUBJECT TO SIMILAR LAW, WHERE
ITS ACQUISITION, HOLDING AND DISPOSITION WILL NOT CONSTITUTE OR RESULT IN A NONEXEMPT VIOLATION OF SIMILAR LAW.


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-6-3


     


    

 


SG COMMERCIAL MORTGAGE SECURITIES TRUST
2019-PREZ,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS F


 


	Pass-Through Rate:  Equal to the WAC Rate	 
	 	 
	First Distribution Date:  November 18, 2019	 
	 	 
	Aggregate Initial Certificate Balance of the Class F Certificates:  $22,534,000	Rated Final Distribution Date:

September 2039
	 	 
	CUSIP:  78430E AN5

ISIN:  US78430EAN58	
        Initial Certificate Balance of this

        Certificate: $22,534,000

	 	 
	No.:  F-1	 


 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class F Certificates. The Trust Fund consists primarily of two promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C,
Class D, Class E and Class R Certificates (collectively with the Class F Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust
and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association,
as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells
Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the fourth Business Day after the Determination
Date, commencing in November 2019 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the calendar month in which such Distribution Date occurs, 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 and any other amounts, if any, allocable to the Class F Certificates for such Distribution Date,
all as more fully described in the Trust and Servicing Agreement.


 






    Exhibit A-6-4


     


    

 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution 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 therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. Subject to
the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee with the
written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates
adversely affected by the amendment for the purpose of adding any provisions to or changing in any


 






    Exhibit A-6-5


     


    

 


manner or eliminating any of
the provisions of the Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders. In addition,
no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving
in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will not result in the
imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation to make certain payments
to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments to Certificateholders
and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other
than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC,
to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification
rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be
taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated Lower-Tier Interests
or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance with the Trust
and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided,
however, that in no event shall the trust created by the Trust 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 United States Ambassador
to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 




    Exhibit A-6-6


     


    

  

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: October 15, 2019

	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized
    Officer



 


Certificate
of Authentication


 


This
is one of the Class F Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 15, 2019

	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized
    Officer


 


    Exhibit A-6-7


     


    
 

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The
following payments of principal and exchanges of a part of this [Rule 144A Global Certificate] [Temporary Regulation S Global
Certificate] [Regulation S Global Certificate] have been made:

 


	Date
    of

    Exchange or

    Payment of

    Principal	 	 	 	Certificate

    Balance

    Prior to

    Exchange or

    Payment	 	 	 	Certificate

    Balance

    Exchanged

    or Principal

    Payment

    Made	 	 	 	Type
    of

    Certificate

    Exchanged

    for	 	 	 	Remaining

    Certificate

    Balance

    Following

    Such

    Exchange or

    Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





 


    Exhibit 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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 



    Exhibit 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:




  



    Exhibit A-6-10


     


    

  


EXHIBIT A-7


 


FORM OF CLASS X CERTIFICATES


 


CLASS X


 


[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 TRUST 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 TRUST 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 TRUST AND SERVICING AGREEMENT REFERRED TO BELOW.]3


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE


 


 



		1	Temporary Regulation S Global Certificate legend.



		2	Legend required as long as DTC is the Depository under
the Trust and Servicing Agreement.



		3	Global Certificate legend.






 






    Exhibit A-7-1


     


    

 


SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE
TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN ARE INSURED
OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE HOLDERS OF THIS CLASS X CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL BALANCE OF THE CLASS X AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS
WITH RESPECT TO PRINCIPAL. THE NOTIONAL BALANCE OF THE CLASS X CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE TRUST AND
SERVICING AGREEMENT. ACCORDINGLY, THE OUTSTANDING NOTIONAL BALANCE OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL
NOTIONAL 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO AN INSTITUTION THAT IS NOT A “U.S. PERSON”
IN AN “OFFSHORE TRANSACTION,” AS DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF, REGULATION S UNDER THE
SECURITIES ACT, OR (3) UPON INITIAL ISSUANCE ONLY, TO AN INSTITUTION THAT IS AN “ACCREDITED INVESTOR” WITHIN THE MEANING
OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE
INSTITUTIONS THAT ARE “ACCREDITED INVESTORS” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER


 






    Exhibit A-7-2


     


    

 


PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE, UNLESS (A) SUCH PERSON IS AN “ACCREDITED INVESTOR”
AS DEFINED IN RULE 501(a)(1) OF REGULATION D OF THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AND (B)
THE ACQUISITION, HOLDING AND DISPOSITION OF THE CERTIFICATES BY SUCH PERSON WILL NOT CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED
TRANSACTION UNDER ERISA OR SECTION 4975 OF THE CODE (OR A NON-EXEMPT VIOLATION OF SIMILAR LAW).


 


THIS CERTIFICATE REPRESENTS A “REGULAR
INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(1) AND 860D OF THE CODE.


 




    Exhibit A-7-3


     


    

 


SG COMMERCIAL MORTGAGE SECURITIES TRUST
2019-PREZ,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS X


 


	Pass-Through Rate:  Variable IO	 
	 	 
	First Distribution Date:  November 18, 2019	 
	 	 
	Aggregate Initial Notional Balance of the Class X Certificates:  $86,060,500	Rated Final Distribution Date:

September 2039
	 	 
	CUSIP:  78430E AC9

ISIN:  US78430EAC93	
        Initial Notional Balance of this

        Certificate: $86,060,500

	 	 
	No.:  X-1	 


 


This certifies that Cede
& Co. is the registered owner of the Percentage Interest evidenced by this Certificate in the distributions to be made from
the Trust Fund with respect to the Class X Certificates. The Trust Fund consists primarily of two promissory notes secured by certain
Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust Fund was
created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and Servicing
Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B, Class C,
Class D, Class E, Class F and Class R Certificates (collectively with the Class X Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust
and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association,
as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells
Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, the Certificate Administrator will distribute, on the fourth Business Day after the Determination
Date, commencing in November 2019 (each such date, a “Distribution Date”), to the Person in whose name this
Certificate is registered as of the related Record Date, which will be the close of business on the last Business Day of the calendar
month immediately preceding the calendar month in which such Distribution Date occurs, 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 and any other amounts, allocable to the Class X Certificates for such Distribution Date, all as
more fully described in the Trust and Servicing Agreement.


 






    Exhibit A-7-4


     


    

 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution 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 therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


During each Certificate
Interest Accrual Period (as defined below), interest on the Class X Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Notional Balance hereof.


 


Interest accrued on this
Certificate during a Certificate 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 Trust and Servicing Agreement. The “Certificate
Interest Accrual Period” means, with respect to any Distribution Date, a period from and including the 1st day
of the month to and including the last day of such month, in each case, immediately preceding the month in which such Distribution
Date occurs.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary.


 






    Exhibit A-7-5


     


    

 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. Subject to
the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee with the
written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates
adversely 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 Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders. In addition,
no amendment may be made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving
in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will not result in the
imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation to make certain payments
to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments to Certificateholders
and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other
than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC,
to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification
rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be
taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated Lower-Tier Interests
or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance with the Trust
and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided,
however, that in no event shall the trust created by the Trust 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 United States Ambassador
to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 




    Exhibit A-7-6


     


    

 

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: October 15, 2019

	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized
    Officer



 


Certificate
of Authentication


 


This
is one of the Class X Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 15, 2019

	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized
    Officer


 


    Exhibit A-7-7


     


    
 



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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 



    Exhibit A-7-8


     


    


 


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:




  






    Exhibit A-7-9


     


    

  


EXHIBIT A-8


 


FORM OF CLASS R CERTIFICATES


 


CLASS R


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE BORROWER SPONSOR, THE BORROWER, THE SERVICER, THE SPECIAL SERVICER, THE TRUSTEE,
THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTY, THE 17G-5 INFORMATION PROVIDER, THE INITIAL PURCHASERS, THE
TRUST LOAN SELLER OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THIS CERTIFICATE NOR THE UNDERLYING MORTGAGE LOAN 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” (A “QIB”),
WITHIN THE MEANING OF RULE 144A, OR IS PURCHASING FOR THE ACCOUNT OF A QIB, AND WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
RESALE, PLEDGE, OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND (B) IN EACH CASE IN ACCORDANCE WITH ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THIS CERTIFICATE MAY NOT BE PURCHASED
BY OR PLEDGED, SOLD OR OTHERWISE TRANSFERRED TO ANY PERSON THAT IS OR BECOMES AN EMPLOYEE BENEFIT PLAN OR OTHER PLAN THAT IS SUBJECT
TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN (AS
DEFINED IN SECTION 3(32) OF ERISA) OR OTHER PLAN THAT IS SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW THAT IS, TO A MATERIAL EXTENT,
SIMILAR TO SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE (“SIMILAR LAW”), OR ANY PERSON ACTING ON BEHALF
OF ANY SUCH PLAN OR USING THE ASSETS OF SUCH PLAN TO ACQUIRE THIS CERTIFICATE.


 






    Exhibit A-8-1


     


    

 


THIS CERTIFICATE REPRESENTS A “RESIDUAL
INTEREST” IN TWO “REAL ESTATE MORTGAGE INVESTMENT CONDUITS” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS
860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED. EACH TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF,
IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT TO CERTAIN RESTRICTIONS ON TRANSFERABILITY TO DISQUALIFIED ORGANIZATIONS, DISQUALIFIED
NON-U.S. PERSONS OR AGENTS OF EITHER, AS SET FORTH IN SECTION 5.3 OF THE TRUST AND SERVICING AGREEMENT, AND SHALL BE REQUIRED TO
FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A) IT IS NOT
A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN CODE SECTION 860E(e)(5), OR AN AGENT (INCLUDING A BROKER, NOMINEE OR OTHER
MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT HAS HISTORICALLY PAID ITS DEBTS AS
THEY HAVE COME DUE AND INTENDS TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (C) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES
WITH RESPECT TO THIS CERTIFICATE IN EXCESS OF CASH FLOWS GENERATED HEREBY, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH HOLDING
THIS CERTIFICATE AS THEY BECOME DUE, (E) IT WILL NOT CAUSE INCOME WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN
PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR 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. BECAUSE THIS CERTIFICATE REPRESENTS MULTIPLE
“NON-ECONOMIC RESIDUAL INTERESTS,” AS DEFINED IN TREASURY REGULATIONS SECTION 1.860E-1(c), TRANSFERS OF THIS CERTIFICATE
MAY BE DISREGARDED FOR FEDERAL INCOME TAX PURPOSES. IN ORDER TO SATISFY A REGULATORY SAFE HARBOR UNDER WHICH SUCH TRANSFERS WILL
NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY ITSELF AS TO THE FINANCIAL CONDITION OF THE
PROPOSED TRANSFEREE AND EITHER TO TRANSFER AT A MINIMUM PRICE OR TO AN ELIGIBLE TRANSFEREE AS SPECIFIED IN TREASURY REGULATIONS.


 




    Exhibit A-8-2


     


    

 


SG COMMERCIAL MORTGAGE SECURITIES TRUST
2019-PREZ,

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES,

SERIES 2019-PREZ, CLASS R


 


	Pass-Through Rate:  N/A	 
	 	 
	First Distribution Date:  November 18, 2019	 
	 	 
	Percentage Interest of the Class R Certificates:  100%	Rated Final Distribution Date:

N/A
	 	 
	CUSIP:  78430E AQ8

ISIN:  US78430EAQ89	 
	 	 
	No.:  R-1	 


 


This certifies that Hare
& Co. LLC is the registered owner of the percentage interest evidenced by this Certificate in the distributions to be made
from the Trust Fund with respect to the Class R Certificates. The Trust Fund consists primarily of two promissory notes secured
by certain Collateral held in trust by the Trustee evidencing a fixed rate loan (the “Trust Loan”). The Trust
Fund was created, and the Mortgage Loan is to be serviced, pursuant to the Trust 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 Trust and
Servicing Agreement and is bound thereby. Also issued under the Trust and Servicing Agreement are the Class A, Class X, Class B,
Class C, Class D, Class E and Class F Certificates (collectively with the Class R Certificates, the “Certificates”).
The Trust will also create an uncertificated VRR Interest.


 


This Certificate is issued
pursuant to, and in accordance with, the terms of a Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust
and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association,
as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells
Fargo Bank, National Association, as Certificate Administrator. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Trust and Servicing Agreement.


 


Pursuant to the terms
of the Trust and Servicing Agreement, distributions, if any, on this Certificate shall be made by the Certificate Administrator
in an amount equal to such Person’s pro rata share (based on the Percentage Interest represented by this Certificate) and
to the extent and subject to the limitations set forth in the Trust and Servicing Agreement, on the Distribution Date to the Person
in whose name this Certificate is registered as of the related Record Date, which will be the close of business on the last Business
Day of the calendar month preceding the month in which such Distribution Date occurs or, in the case of the first Distribution
Date, the Closing Date.


 


All distributions will
be made to the Persons entitled thereto by check mailed by first class mail to the address set forth therefor in the Certificate
Register or, provided that such


 






    Exhibit A-8-3


     


    

 


Certificateholder shall have provided the Certificate Administrator with a written request for
payment by wire transfer, together with wire instructions, at least five Business Days prior to the related Distribution 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 therefor. The final distribution on each Certificate shall be made in like manner,
but only upon presentment and surrender of such Certificate at the location specified by the Certificate Administrator in the notice
to Certificateholders of such final distribution.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loan, as more specifically
set forth herein and in the Trust and Servicing Agreement.


 


This Certificate does
not purport to summarize the Trust and Servicing Agreement, and reference is made to the Trust 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. In the case of any conflict between this Certificate and the Trust and Servicing Agreement, the
Trust and Servicing Agreement shall control.


 


As provided in the Trust
and Servicing Agreement, subject to certain restrictions on transfer and other procedures set forth therein, upon surrender for
registration of transfer of any Certificate, the Certificate Registrar shall execute, authenticate and deliver, in the name of
the designated transferee or transferees, one or more new Certificates in authorized denominations, in like aggregate interest
and of the same Class.


 


Prior to due presentation
of this Certificate for registration of transfer, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer,
the Certificate Registrar, and any agent of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the
Certificate Registrar may treat the Person in whose name any Certificate is registered as the owner of such Certificate for the
purpose of receiving distributions as provided in the Trust and Servicing Agreement and for all other purposes whatsoever, and
none of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer, the Certificate Registrar, nor any agent
of the Trustee, the Certificate Administrator, the Servicer, the Special Servicer or the Certificate Registrar shall be affected
by any notice to the contrary.


 


The Trust and Servicing
Agreement may be amended from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer
and the Trustee, without the consent of any of the Certificateholders or the Companion Loan Holders, in certain circumstances specified
in the Trust and Servicing Agreement, subject to certain exceptions set forth in the Trust and Servicing Agreement. Subject to
the rights of the Companion Loan Holders to consent to certain amendments, the Trust and Servicing Agreement may also be amended
from time to time by the Depositor, the Certificate Administrator, the Servicer, the Special Servicer and the Trustee with the
written consent of the Holders of Certificates representing not less than 51% of the Percentage Interests of each Class of Certificates
adversely 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 Trust and Servicing Agreement or of modifying in any manner the rights of the Certificateholders. In addition,
no amendment may be


 






    Exhibit A-8-4


     


    

 


made under the Trust and Servicing Agreement without the Trustee and Certificate Administrator first receiving
in writing an Opinion of Counsel, at the expense of the party requesting the amendment, that the amendment will not result in the
imposition of federal income tax on the Trust or cause either the Lower-Tier REMIC or the Upper-Tier REMIC to fail to qualify as
a REMIC under the Code.


 


The Trust and Servicing
Agreement provides that the respective obligations and responsibilities of the Servicer, the Special Servicer, the Depositor, the
Certificate Administrator and the Trustee created with respect to the Certificates (other than the obligation to make certain payments
to the Companion Loan Holders and the obligation of the Certificate Administrator to make certain payments to Certificateholders
and the VRR Interest Owner after the final Distribution Date to the extent set forth in the Trust and Servicing Agreement and other
than the obligation of the Certificate Administrator to file final tax returns for the Upper-Tier REMIC and the Lower-Tier REMIC,
to maintain books and records of the trust fund for such period of time as it maintains its own books and records, and the indemnification
rights and obligations of the parties to the Trust and Servicing Agreement) shall terminate upon the last action required to be
taken by the Certificate Administrator on the final Distribution Date pursuant to Article 10 of the Trust and Servicing Agreement
following the later of (i) the final payment on the Certificates, the VRR Interest and the Uncertificated Lower-Tier Interests
or (ii) the liquidation of the Trust Loan (including, without limitation, the sale of the Trust Loan in accordance with the Trust
and Servicing Agreement) or the liquidation or abandonment of the Property and all other Collateral for the Trust Loan, provided,
however, that in no event shall the trust created by the Trust 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 United States Ambassador
to the Court of St. James’s, living on the date of the Trust and Servicing Agreement.


 


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 Trust and Servicing Agreement or be
valid for any purpose.


 


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 Loan and has executed this Certificate in its limited capacity as Certificate Administrator under the Trust and
Servicing Agreement.


 


The Certificate Administrator
shall be the “partnership representative” (within the meaning of Code Section 6223) of the Upper-Tier REMIC and the
Lower-Tier REMIC and shall perform all the functions thereof. The Class R Certificateholders, by acceptance of the Class R Certificates,
agree, on behalf of themselves and all successor holders of such Class R Certificates, to such designation.


 


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:


 






    Exhibit A-8-5


     


    

 


(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 of a Residual
Ownership Interest 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 fully as possible.


 


(ii)       No
Residual Ownership Interest may be transferred, and no such transfer shall be registered in the Certificate Register, without the
express written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such
proposed Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of
any Residual Ownership Interest, the Certificate Registrar shall, as a condition to such consent, (x) require the proposed transferee
to deliver, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor, an affidavit
in substantially the form attached as Exhibit J-1 to the Trust and Servicing Agreement (a “Transferee Affidavit”)
of the proposed transferee (A) that such proposed transferee is a Permitted Transferee and (B) stating that (1) the proposed transferee
historically has paid its debts as they have come due and intends to do so in the future, (2) the proposed transferee understands
that, as the holder of a Residual Ownership Interest, it may incur 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. Person, (5) the proposed transferee will not transfer the Residual Ownership Interest to any Person that does
not provide a Transferee Affidavit or as to which the proposed transferee has actual knowledge that such Person is not a Permitted
Transferee or is acting as an agent (including a broker, nominee or other middleman) for a Person that is not a Permitted Transferee,
and (6) the proposed transferee expressly agrees to be bound by and to abide by the provisions of Section 5.3(n) of the Trust and
Servicing Agreement and (y) other than in connection with the initial issuance of a Class R Certificate, require a statement from
the proposed transferor substantially in the form attached as Exhibit J-2 to the Trust and Servicing Agreement (the “Transferor
Letter”), that the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee
and has no actual knowledge or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.


 


(iii)       Notwithstanding
the delivery of a Transferee Affidavit by a proposed transferee under clause (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


 






    Exhibit A-8-6


     


    

 


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 Section 860E(e) of the Code as may be
required by the Code, including, but not limited to, the present value of the total anticipated excess inclusions with respect
to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election of the Certificate Registrar,
the Certificate Registrar may charge a reasonable fee for computing and furnishing such information to the transferor or to such
agent referred to above; provided, however, such Persons shall in no event be excused from furnishing such information.


 


(iv)       The
Class R Certificates may only be issued as Definitive Certificates and transferred to and owned by QIBs and the Certificate Administrator
shall act in accordance with such requirement.




 






    Exhibit A-8-7


     


    

  

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Certificate to be duly executed.


 

Dated: October 15, 2019

	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as Certificate Administrator



	 	 	 
	 	By:	
	 	 	Authorized
    Officer



 


Certificate
of Authentication


 


This
is one of the Class R Certificates referred to in the Trust and Servicing Agreement.


 


Dated: October 15, 2019

	 	 
	 	WELLS
                                         FARGO BANK, NATIONAL ASSOCIATION, 

                                         not in its individual capacity but solely as Authenticating Agent



	 	 	 
	 	By:	
	 	 	Authorized
    Officer


 


    Exhibit A-8-8


     


    
 

SCHEDULE
A


 


SCHEDULE
OF EXCHANGES


 


The following payments of principal and exchanges of a part of this Definitive Certificate have been made:


 





	Date
    of

    Exchange or

    Payment of

    Principal	 	 	 	Certificate

    Balance

    Prior to

    Exchange or

    Payment	 	 	 	Certificate

    Balance

    Exchanged

    or Principal

    Payment

    Made	 	 	 	Type
    of

    Certificate

    Exchanged

    for	 	 	 	Remaining

    Certificate

    Balance

    Following

    Such

    Exchange or

    Payment	 	 	 	Notation

    Made by	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 


 


    Exhibit A-8-9


     


    
 



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 Certificate and hereby authorize(s) the registration of transfer of such
interest to Assignee(s) on the Certificate Register of the Trust.


 


I
(we) further direct the Certificate Registrar to issue a new Certificate of the entire Percentage Interest represented by the
within Certificate to the above-named Assignee(s) and to deliver such Certificate to the following address:







	 
	 
	 
	 
	Date:
    __________________





	 	 	 
	 	Signature
    by or on behalf of
	 	Assignor(s):
	 	 	 
	 	 
	 	Taxpayer
    Identification Number: _________


 



    Exhibit A-8-10


     


    


 


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:




 






    Exhibit A-8-11


     


    

 



EXHIBIT B


 

FORM OF REQUEST FOR RELEASE
(for Custodian)

 

	
Loan Information


	
 

	
Name of Mortgagor:

	
 


	 	 	 
	
 

	
[Servicer] [Special Servicer] Loan No.:

	
 


	 	 	 
	
Certificate Administrator


	 
	
 

	
Name:

	
Wells Fargo Bank, National Association


	 	 	 
	
 

	
Address:

	
1055 10th Avenue, Southeast
Minneapolis, Minnesota 55414
Attention: CTS – Document Custody Group – SGCMS 2019-PREZ


	 	 	 
	
 

	
Custodian/Certificate Administrator Mortgage File No.:

	
 


	 
	
Depositor


	 
	
 

	
Name:

	
SG Commercial Mortgage Securities, LLC


	 	 	 
	
 

	
Address:

	
245 Park Avenue
New York, New York 10167
Attention: Jim Barnard


	 	 	 
	
 

	
Certificates:

	
SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ




 

The undersigned [Servicer] [Special Servicer] hereby requests delivery from Wells Fargo Bank, National Association, as certificate administrator (the “Certificate Administrator”), for the Holders of SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ, 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 Trust and Servicing Agreement, dated as of September 6, 2019, by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator (the “Trust and Servicing Agreement”).

 


    Exhibit B-1


     


    
 


		( )	Note dated September 6, 2019, in the original principal
sum of $57,000,000.00, made by Post Presidential Property Owner, LLC and Post Monroe Property Owner LLC, payable to, or endorsed
to the order of, the Trustee.


 

		( )	Note dated September 6, 2019, in the original principal
sum of $100,600,000.00, made by Post Presidential Property Owner, LLC and Post Monroe Property Owner LLC, payable to, or endorsed
to the order of, the Trustee.


 

		( )	Mortgage(s) recorded on ____________ as instrument
no. ________ in the County Recorder’s Office of the County of _________, State of ___________ in book/reel/docket ___________
of official records at page/image ________.


 

		( )	Deed of Trust(s) recorded on __________ as instrument
no. ________ in the County Recorder’s Office of the County of ___________, State of _______ in book/reel/docket ____________
of official records at page/image.


 

		( )	Deed to Secure Debt 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 Notes or the Mortgage.


 

	
()

	
 

	
 


	
()

	
 

	
 


	
()

	
 

	
 


	
()

	
 

	
 




 

The undersigned [Servicer] [Special Servicer] hereby acknowledges and agrees as follows:

 

(1)          The [Servicer] [Special Servicer] shall hold and retain possession of the Documents in trust for the benefit of the Trustee, solely for the purposes provided in the Trust and Servicing Agreement.

 

(2)        The [Servicer] [Special Servicer] shall not cause or permit the Documents to become subject to, or encumbered by, any claims, liens, security interests, charges, writs of attachment or other impositions nor shall the [Servicer] [Special Servicer] assert or seek to assert any claims or rights of set-off to or against the Documents or any proceeds thereof except as otherwise provided in the Trust and Servicing Agreement.

 

(3)          The [Servicer] [Special Servicer] shall return the Documents to the Certificate Administrator when the need therefor no longer exists, unless the Mortgage Loan has been liquidated or the Mortgage Loan has been paid in full and the proceeds thereof have been

 


    Exhibit B-2


     


    
remitted to the Collection Account except as expressly provided in the Trust and Servicing Agreement.

 

(4)          The Documents, coming into the possession or control of the [Servicer] [Special Servicer] shall at all times be held for the account of the Trustee, and the [Servicer] [Special Servicer] shall keep the Documents separate and distinct from all other property in the [Servicer’s] [Special Servicer’s] possession, custody or control.

 

	
 

	
 

	
 


	
 

	
[Servicer] [Special Servicer]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:


	
 

	
 

	
 


	
 

	
Acknowledged and agreed:


	
 

	
 

	
 


	
 

	
WELLS FARGO BANK, NATIONAL ASSOCIATION


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Date: _________

 


    Exhibit B-3


     


    
EXHIBIT C

 

FORM OF TRANSFER CERTIFICATE
FOR RULE 144A GLOBAL CERTIFICATE
TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

 

(Exchanges or transfers pursuant to
Section 5.3(c) of the Trust and Servicing Agreement)

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

		Re:	SG Commercial
                                         Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-PREZ, Class [__]


 

Reference is hereby made to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 (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 Trust 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;

 


    Exhibit C-1


     


    
[(2)       at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**

 

[(2)        the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]**

 

(3)          no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

 

(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

 

We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.

 

	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated: _______

 

cc: SG Commercial Mortgage Securities, LLC

 

 


 



**    Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


    Exhibit C-2


     


    
EXHIBIT D

 

FORM OF TRANSFER CERTIFICATE
FOR RULE 144A GLOBAL CERTIFICATE
TO REGULATION S GLOBAL CERTIFICATE

 

(Exchange or transfers pursuant to
Section 5.3(d) of the Trust and Servicing Agreement)

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Re:         SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial 
Mortgage Pass-Through Certificates, Series 2019-PREZ, Class [__]                                                                                                                       

 

Reference is hereby made to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Trust and Servicing Agreement and, (i) with respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby certify that:

 

(1)          the offer of the Certificates was not made to a person in the United States,

 


    Exhibit D-1


     


    
[(2)       at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*

 

[(2)        the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*

 

(3)          no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

 

(4)          the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

 

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, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.

 

	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated: ________

 

cc: SG Commercial Mortgage Securities, LLC


 

 


 



*    
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




**    Select (i) or (ii), as applicable.




    Exhibit D-2


     


    
EXHIBIT E

 

FORM OF TRANSFER CERTIFICATE
FOR TEMPORARY REGULATION S GLOBAL CERTIFICATE
TO RULE 144A GLOBAL CERTIFICATE DURING RESTRICTED PERIOD

 

(Exchange or transfers pursuant to
Section 5.3(e) of the Trust and Servicing Agreement)

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Re:         SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial 
Mortgage Pass-Through Certificates, Series 2019-PREZ, Class [__]                                                                                                                       

 

Reference is hereby made to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 (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 Rule 144A and in accordance with any applicable securities laws of any state of the United States or other applicable jurisdiction.

 


    Exhibit E-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, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.

 

	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated: _______

 

cc: SG Commercial Mortgage Securities, LLC

 


    Exhibit E-2


     


    
EXHIBIT F

 

FORM OF CERTIFICATION TO BE GIVEN BY
BENEFICIAL OWNER OF TEMPORARY
REGULATION S GLOBAL CERTIFICATE

 

(Exchanges pursuant to
Section 5.3(f) of the Trust and Servicing Agreement)

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Re:         SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial 
Mortgage Pass-Through Certificates, Series 2019-PREZ, Class [__]                                                                                                                       

 

Reference is hereby made to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Trust and Servicing Agreement certifies that it is an institution and 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. 

 


    Exhibit F-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, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.

 

	
 

	
Dated:__________


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
as, or as agent for, the holder of a beneficial interest in the Certificates to which this certificate relates.




 


    Exhibit F-2


     


    
EXHIBIT G

 

FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO TEMPORARY REGULATION S GLOBAL CERTIFICATE

 

(Exchanges or transfers pursuant to
Section 5.3(g) of the Trust and Servicing Agreement)

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Re:         SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial
Mortgage Pass-Through Certificates, Series 2019-PREZ, Class [__]                                                                                                                       

 

Reference is hereby made to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 (Common Code No. [______]) 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 Trust 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;

 


    Exhibit G-1


     


    
[(2)       at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States;]**

 

[(2)        the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;] **

 

(3)           no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and

 

(4)           the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.

 

We understand that this certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained herein are made for your benefit and the benefit of the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.

 

	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated: ________

 

cc: SG Commercial Mortgage Securities, LLC

 

 


 



**   
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


    Exhibit G-2


     


    
EXHIBIT H

 

FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO REGULATION S GLOBAL CERTIFICATE

 

(Exchange or transfers pursuant to
Section 5.3(g) of the Trust and Servicing Agreement)

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Re:         SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial 
Mortgage Pass-Through Certificates, Series 2019-PREZ, Class [__]                                                                                                                       

 

Reference is hereby made to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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 Trust and Servicing Agreement and, (i) with respect to transfers made in reliance on Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby certify that:

 

(1)           the offer of the Certificates was not made to a person in the United States,

 


    Exhibit H-1


     


    
[(2)       at the time the buy order was originated, the transferee was outside the United States or the Transferor and any person acting on its behalf reasonably believed and believes that the transferee was outside the United States,]*

 

[(2)       the transaction was executed in, on or through the facilities of a designated offshore securities market and neither the Transferor nor any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,] *

 

(3)           no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable, and

 

(4)           the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;

 

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, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.

 

	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated: _______

 

cc: SG Commercial Mortgage Securities, LLC

 


 


 



*    
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.




**    Select (i) or (ii), as applicable.

 




    Exhibit H-2


     


    
EXHIBIT I

 

FORM OF TRANSFER CERTIFICATE
FOR NON-BOOK ENTRY CERTIFICATE
TO RULE 144A GLOBAL CERTIFICATE

 

(Exchange or transfers pursuant to
Section 5.3(g) of the Trust and Servicing Agreement)

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Re:         SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial 
Mortgage Pass-Through Certificates, Series 2019-PREZ, Class [__]                                                                                                                       

 

Reference is hereby made to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used but not defined herein shall have the meanings given to them in the Trust 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.

 


    Exhibit I-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, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer and the Initial Purchasers.

 

	
 

	
[Insert Name of Transferor]


	
 

	
 

	
 


	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated: _______

 

cc: SG Commercial Mortgage Securities, LLC

 


    Exhibit I-2


     


    
EXHIBIT J-1

 

FORM OF AFFIDAVIT PURSUANT TO

 

SECTION 860E(e)(4) OF

 

THE INTERNAL REVENUE CODE OF 1986, AS AMENDED

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Re:        SG
Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ (the “Certificates”)
issued pursuant to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”),
among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate
Administrator

 

 


 



 

	
STATE OF

	
)

	
 


	
 

	
)

	
ss.:


	
COUNTY OF

	
)

	
 




 

I, [______], under penalties of perjury, declare that, to the best of my knowledge and belief, the following representations are true, correct and complete, and being first sworn, depose and say that:

 

1.             I am a [______] of [______] (the “Purchaser”), on behalf of which I have the authority to make this affidavit.

 

2.            The Purchaser is acquiring Class R Certificates representing [__]% of the residual interest in each of the real estate mortgage investment conduits (each, a “REMIC”) designated as the (i) “Lower-Tier REMIC” and (ii) “Upper-Tier REMIC,” respectively, relating to the Certificates for which an election is to be made under Section 860E 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

 


    Exhibit J-1-1


     


    
any of the following: (a) the United States, a State, 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 FHLMC, a majority of its board of directors is not selected by any such governmental unit), (b) a foreign government, International Organization or agency or instrumentality of either of the foregoing, (c) an organization that is exempt from tax imposed by Chapter 1 of the Code (including the tax imposed by Code Section 511 on unrelated business taxable income) on any excess inclusions (as defined in Section 860E(c)(1)) of the Code with respect to the Class R Certificates (except certain farmers’ cooperatives described in Section 521 of the Code), (d) rural electric and telephone cooperatives described in Section 1381(a)(2) of the Code or (e) any other person so designated by the Certificate Administrator based upon an Opinion of Counsel to the effect that any transfer of a Class R Certificate to such person may cause the Upper-Tier REMIC or the Lower-Tier REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding. The terms “United States,” “State” and “International Organization” have the meanings set forth in Section 7701 of the Code or successor provisions.

 

4.           The Purchaser acknowledges that Section 860E(e) of the Code would impose a substantial tax on the transferor or, in certain circumstances, on an agent for the transferee, with respect to any transfer of any interest in any Class R Certificates to a Disqualified Organization.

 

5.           The Purchaser is a “United States person” as defined in Section 7701(a) of the Code and the regulations promulgated thereunder (the Purchaser’s U.S. taxpayer identification number is [______]). The Purchaser is not classified as a partnership under the Code (or, if so classified, all of its beneficial owners are United States persons).

 

6.            No purpose of the acquisition of the Class R Certificates is to impede the assessment or collection of tax.

 

7.           The Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within the meaning of an applicable income tax treaty, of the Purchaser or any other person.

 

8.            The Purchaser is a Permitted Transferee.

 

9.            Check the applicable paragraph:

 

☐            The present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed the sum of:

 

(i)           the present value of any consideration given to the Purchaser to acquire such Class R Certificate;

 

(ii)          the present value of the expected future distributions on such Class R Certificate; and

 

(iii)         the present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.

 


    Exhibit J-1-2


     


    
For purposes of this calculation, (i) the Purchaser is assumed to pay tax at the highest rate currently specified in Section 11(b) of the Code (but the tax rate in Section 55(b)(1)(B) of the Code may be used in lieu of the highest rate specified in Section 11(b) of the Code if the Purchaser has been subject to the alternative minimum tax under Section 55 of the Code in the preceding two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present values are computed using a discount rate equal to the short term Federal rate prescribed by Section 1274(d) of the Code for the month of the transfer and the compounding period used by the Purchaser.

 

☐          The transfer of the Class R Certificate complies with U.S. Treasury Regulations Sections 1.860E-1(c)(5) and (6) and, accordingly,

 

(i)          the Purchaser is an “eligible corporation,” as defined in U.S. Treasury Regulations Section 1.860E-1(c)(6)(i), as to which income from the Class R Certificate will only be taxed in the United States;

 

(ii)        at the time of the transfer, and at the close of the Purchaser’s two fiscal years preceding the year of the transfer, the Purchaser had gross assets for financial reporting purposes (excluding any obligation of a person related to the Purchaser within the meaning of U.S. Treasury Regulations Section 1.860E 1(c)(6)(ii)) in excess of $100 million and net assets in excess of $10 million;

 

(iii)        the Purchaser will transfer the Class R Certificate only to another “eligible corporation,” as defined in Treasury Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Sections 1.860E-1(c)(4)(i), (ii) and (iii) and Treasury Regulations Section 1.860E-1(c)(5); and

 

(iv)       the Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including, but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax rates and other factors specific to the Purchaser) that it has determined in good faith.

 

☐          None of the above.

 

10.         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.

 

11.          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.

 

12.         The Purchaser is aware that the Certificate Registrar will not register any transfer of a Class R Certificate by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among other things, an affidavit and agreement in substantially the same form as this affidavit and agreement. The Purchaser expressly agrees that it will not consummate any such transfer if it knows or believes that any representation contained in such affidavit and agreement is false.

 


    Exhibit J-1-3


     


    
13.         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.

 

14.         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.

 

15.         The Purchaser has reviewed the provisions of Section 5.3 of the Trust and Servicing Agreement, a description of which provisions may be set forth in the Class R Certificates; and the Purchaser expressly agrees to be bound by and to comply with such provisions.

 

16.        The Purchaser consents to the designation of the Certificate Administrator as the “partnership representative” of the Lower-Tier REMIC and the Upper-Tier REMIC within the meaning of Section 6223 of the Code pursuant to Section 12.1 of the Trust and Servicing Agreement.

 

Capitalized terms used but not defined herein have the meanings assigned thereto in the Trust and Servicing Agreement.

 

IN WITNESS WHEREOF, the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized officer this ___day of _________, 20__.

 

	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


    Exhibit J-1-4


     


    
On this ____ day of _______20__, before me, the undersigned, a Notary Public in and for the State of _______________, duly commissioned and sworn, personally appeared ______________________ and ________________________, known or proved to me to be the same persons who executed the foregoing instrument and to be _____________________________ and ___________________________, respectively, of the Purchaser, and acknowledged to me that they executed the same as their respective free acts and deeds and as the free act and deed of the Purchaser.

 

	
 

	
NOTARY PUBLIC in and for the


	
 

	
State of _______________




 

[SEAL]

 

	
My Commission expires:

	
 


	
 

	
 




 


    Exhibit J-1-5


     


    
EXHIBIT J-2

 

FORM OF TRANSFEROR LETTER

 

[Date]

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ



 

		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ,
Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ (the “Certificates”)


 

Ladies and Gentlemen:

 

This letter is delivered to you in connection with the transfer by [______] (the “Transferor”) to [______] (the “Transferee”) of Class R Certificates evidencing a [__]% Percentage Interest in such Class (the “Residual Certificates”). The Certificates, including the Residual Certificates, were issued pursuant to the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. All capitalized terms used but not otherwise defined herein shall have the respective meanings set forth in the Trust and Servicing Agreement. The Transferor hereby certifies, represents and warrants to you, as Certificate Registrar, that:

 

(i)           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.

 

(ii)         The Transferor understands that the Transferee has delivered to you a Transfer Affidavit and Agreement in the form attached to the Trust and Servicing Agreement as Exhibit J-1. The Transferor does not know or believe that any representation contained therein is false.

 

(iii)        The Transferor has at the time of this transfer conducted a reasonable investigation of the financial condition of the Transferee as contemplated by Treasury regulation Section 1.860E-1(c)(4)(i) and, as a result of that investigation, the Transferor has determined that the Transferee has historically paid its debts as they became due and has found no significant evidence to indicate that the Transferee will not continue to pay its debts as they become due in the future. The Transferor understands that the transfer of the Residual Certificates may not be

 


    Exhibit J-2-1


     


    
respected for United States income tax purposes (and the Transferor may continue to be liable for United States income taxes associated therewith) unless the Transferor has conducted such an investigation.

 

	
 

	
Very truly yours,


	
 

	
 


	
 

	
(Transferor)




 

	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


    Exhibit J-2-2


     


    
EXHIBIT J-3

 

FORM OF ERISA REPRESENTATION LETTER

 

[Date]

 

Wells Fargo Bank, National
Association,
as Certificate Registrar

600
South 4th Street, 7th Floor MAC N9300-070

Minneapolis,
Minnesota 55479-0113

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

Wells Fargo Bank, National
Association,
as Certificate Administrator

9062
Old Annapolis Road

Columbia,
Maryland 21045

Attention: Corporate Trust Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ

 

[Transferor]
[______]
[______]
Attention: [______]

 

		Re:	SG Commercial
                                         Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-PREZ


 

Ladies and Gentlemen:

 

The undersigned (the “Purchaser”) proposes to purchase [$ Initial Certificate Balance][[__]% Percentage Interest] in the SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ, Class [E][F][R] Certificates (the “Certificates”) issued pursuant to that certain trust and servicing agreement dated as of September 6, 2019 (the “Trust Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator. Capitalized terms used and not otherwise defined herein have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.

 

In connection with such transfer, the undersigned hereby represents and warrants to you that, with respect to the Certificate, the Purchaser is not and will not become an employee benefit plan or other plan subject to the fiduciary responsibility provisions of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or a governmental plan (as defined in Section 3(32) of ERISA) that is subject to any federal, state or local law that is, to a material extent,

 


    Exhibit J-3-1


     


    
similar to Section 406 of ERISA or Section 4975 of the Code (“Similar Law”) (each, a “Plan”), or any Person acting on behalf of any such Plan or using the assets of a Plan to purchase such Certificate, other than, in the case of the Class E and Class F Certificates, an insurance company using assets of its general account under circumstances whereby such purchase and the subsequent holding of such Class E and Class F Certificates by such insurance company would be exempt from the prohibited transaction provisions of Sections 406 and 407 of ERISA and Code Section 4975 under Sections I and III of U.S. Department of Labor Prohibited Transaction Class Exemption 95-60, or a plan subject to Similar Law whose acquisition, holding and disposition of such Certificate will not constitute or result in a non-exempt violation of Similar Law.

 

IN WITNESS WHEREOF, the Purchaser hereby executes this ERISA Representation Letter on the ___ day of _____, ____.

 

	
 

	
Very truly yours,


	
 

	
 


	
 

	
[The Purchaser]




 

	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 


    Exhibit J-3-2


     


    
EXHIBIT K-1

 

FORM OF INVESTOR CERTIFICATION FOR NON-BORROWER RELATED PARTIES

 

[Date]

 

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – SGCMS 2019-PREZ

 

		Re:	SG Commercial
                                         Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-PREZ


 

In accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee (in such capacity, the “Trustee”), and Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”) and as Custodian, with respect to the above referenced certificates (the “Certificates”), the undersigned hereby certifies and agrees as follows:

 

1.           The undersigned is either (a) Certificateholder, a Beneficial Owner, or a prospective purchaser of the Class ___ Certificates, (b) a VRR Interest Owner, (c) the Directing Holder, (d) the Risk Retention Consultation Party or (e) a Companion Loan Holder.

 

2.           The undersigned is not a Borrower Related Party or an agent or an Affiliate of any of the foregoing.

 

3.           The undersigned is requesting access pursuant to the Agreement to certain information (the “Information”) on the Certificate Administrator’s website and/or is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the provisions of the Agreement.

 

In consideration of the disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information shall not, without the prior written consent of the 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; provided, however, that the obligations of the undersigned to keep any such information confidential shall expire one year following the date that the undersigned is no longer a Certificateholder or a

 


    Exhibit K-1-1


     


    
Beneficial Owner of a Class of Certificates or is not a purchaser of Certificates in the case of a prospective purchaser.

 

The undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

 

4.           The undersigned shall be fully liable for any breach of this agreement by itself or any of its Representatives and shall indemnify the Depositor, the Trustee, the Servicer, the Special Servicer, the Certificate Administrator and the Trust Fund for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.

 

5.          The undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have recertified that the representations and covenants contained herein remain true and correct.

 

6.            Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

 

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

 

	
 

	
 

	
 





 


	
 

	
By:

	
 





 


	
 

	
Name:

	
 





 


	
 

	
Title:

	
 





 


	
 

	
Company:

	
 





 


	
 

	
Phone:

	
 




 


    Exhibit K-1-2


     


    
EXHIBIT K-2

 

Form of Investor Certification for Borrower RELATED PARTIES and/or 

THE Risk Retention Consultation Party

 

[Date]

 

Wells Fargo Bank, National Association


as Certificate Administrator


9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – SGCMS 2019-PREZ

 

		Re:	SG Commercial
                                         Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-PREZ


 

In accordance with the requirements for obtaining certain information under, or the exercise of Voting Rights pursuant to, the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee (in such capacity, the “Trustee”), and Wells Fargo Bank, National Association, as Certificate Administrator (in such capacity, the “Certificate Administrator”) and as Custodian, (the “Certificates”), the undersigned hereby certifies and agrees as follows:

 

1.           The undersigned is either (a) Certificateholder, a Beneficial Owner, or a prospective purchaser of the Class ___ Certificates, (b) a VRR Interest Owner, (c) the Directing Holder, (d) the Risk Retention Consultation Party or (e) a Companion Loan Holder.

 

2.           The undersigned is a Borrower Related Party, the Risk Retention Consultation Party or an agent or Affiliate of the foregoing.

 

3.           The undersigned is requesting access to the Distribution Date Statement information in accordance with the Agreement (the “Information”) and agrees to keep the Information confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned is subject), and such Information will not, without the prior written consent of the 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.

 

The undersigned shall not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.

 


    Exhibit K-2-1


     


    
4.           The undersigned shall be fully liable for any breach of this certificate by itself or any of its Representatives and shall indemnify the Depositor, the Certificate Administrator, the Trustee, the 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.           Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Agreement.

 

BY ITS CERTIFICATION HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the date certified.

 


 

	
 

	
 

	
 





 


	
 

	
By:

	
 





 


	
 

	
Name:

	
 





 


	
 

	
Title:

	
 





 


	
 

	
Company:

	
 





 


	
 

	
Phone:

	
 





 


    Exhibit K-2-2


     


    
EXHIBIT K-3

 

FORM OF CERTIFICATION OF THE RISK RETENTION CONSULTATION PARTY

 

	
KeyBank National Association
11501 Outlook Street, Suite 300
Overland Park, Kansas 66211
Attention: Michael Tilden 
Facsimile: (877) 379-1625
Email: michael_a_tilden @keybank.com

 

SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard

E-mail: Jim.Barnard@sgcib.com

 

AEGON USA Realty Advisors, LLC,

6300 C Street SW

Cedar Rapids, IA 52499

Attention: Gregory A. Dryden, Senior Vice President, Special Servicing

	
Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS) – SGCMS 2019-PREZ
(with a copy sent via email to: trustadministrationgroup@wellsfargo.com
cts.cmbs.bond.admin@wellsfargo.com)

 

Wells Fargo Bank, National Association
9062 Old Annapolis Road
Columbia, Maryland 21045
Attention: Corporate Trust Services (CMBS), SGCMS 2019-PREZ








 

		Re:	SG Commercial
                                         Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series
                                         2019-PREZ


 

In accordance with Section 9.5(c) of the Trust and Servicing Agreement, the undersigned hereby certifies and agrees as follows:

 

1.           The undersigned has been appointed to act as the Risk Retention Consultation Party.

 

2.           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 Trust and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered mail, postage prepaid.

 

3.            Capitalized terms used but not defined herein shall have the respective meanings assigned thereto in the Trust 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.

 


    Exhibit K-3-1


     


    
	
 

	
[RISK RETENTION CONSULTATION PARTY]




 

	
 

	
By:

	
 


	
 

	
 

	
Name:


	
 

	
 

	
Title:




 

Dated: _______

cc: SG Commercial Mortgage Securities, LLC

 


    Exhibit K-3-2


     


    






EXHIBIT L


APPLICABLE SERVICING CRITERIA


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 L, other than with respect to Item 1122(d)(2)(iii), references to Servicer below shall include any Sub-Servicer engaged
by a Servicer or Special Servicer.


	APPLICABLE SERVICING CRITERIA	APPLICABLE 

PARTY
	Reference	Criteria	 
	 	General
    Servicing Considerations	 
	1122(d)(1)(i)	Policies
    and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction
    agreements.	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.	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.	Servicer

    Special Servicer
	1122(d)(1)(v)	Aggregation
    of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	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.	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.	Servicer
	1122(d)(2)(iv)	The
    related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization,
    are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Servicer

        Special Servicer

        Certificate
        Administrator

	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.	Servicer

        Special Servicer

        Certificate
        Administrator

	1122(d)(2)(vi)	Unissued
    checks are safeguarded so as to prevent unauthorized access.	Servicer

    Special Servicer
	1122(d)(2)(vii)	Reconciliations
    are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related
    bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar
    days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed
    and approved by someone other than the person who prepared the 	Servicer

        Special Servicer

        Certificate
        Administrator




 






    Exhibit L-1 


     


    

 


	APPLICABLE SERVICING CRITERIA	APPLICABLE 

PARTY
	Reference	Criteria	 



	 	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.	 
	 	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.	N/A
	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.	N/A
	1122(d)(3)(iii)	Disbursements
    made to an investor are posted within two business days to the Servicer’s investor records, or such other number of
    days specified in the transaction agreements.	N/A
	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.	N/A
	 	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.	Servicer

        Special Servicer

        Custodian

	1122(d)(4)(ii)	Mortgage
    loan and related documents are safeguarded as required by the transaction agreements	N/A
	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.	Servicer

    Special Servicer
	1122(d)(4)(iv)	Payments
    on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the 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.	Servicer
	1122(d)(4)(v)	The
    Reporting Servicer’s records regarding the mortgage loans agree with the Reporting Servicer’s records with respect
    to an obligor’s unpaid principal balance.	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.	Servicer

    Special Servicer
	1122(d)(4)(vii)	Loss
    mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and
    repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements
    established by the transaction agreements.	Special
    Servicer
	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).	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.	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.	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.	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.	Servicer



 






    Exhibit L-2 


     


    

 


	APPLICABLE SERVICING CRITERIA	APPLICABLE 

PARTY
	Reference	Criteria	 



	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.	Servicer
	1122(d)(4)(xiv)	 Delinquencies,
    charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Servicer
	1122(d)(4)(xv)	Any
    external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained
    as set forth in the transaction agreements.	N/A


At all times that
the Servicer and Special Servicer are the same entity, the Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.




    Exhibit L-3 


     


    

EXHIBIT M


NRSRO
Certification


[Date]


Wells Fargo Bank, National Association,

as Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services (CMBS) – SGCMS 2019-PREZ





		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through
                                                               Certificates, Series 2019-PREZ






In accordance with
the requirements for obtaining certain information pursuant to Trust and Servicing Agreement, dated as of September 6, 2019 (the
“Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank
National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee (in such capacity, the “Trustee”), and Wells Fargo Bank, National Association, as Certificate Administrator
(in such capacity, the “Certificate Administrator”) and as Custodian, with respect to the certificates (the
“Certificates”), the undersigned hereby certifies and agrees as follows:


		1.	(a) The undersigned is a Rating Agency; or



(b) The undersigned
is a nationally recognized statistical rating organization and has provided the Depositor with the appropriate certifications under
Exchange Act Rule 17g-5(e), has access to the Depositor’s 17g-5 website, is requesting access pursuant to the Agreement to
certain information (the “Information”) on the 17g-5 Information Provider’s Website pursuant to the provisions
of the Agreement, and agrees that it shall be bound by the provisions of the confidentiality agreement attached hereto as Annex A,
which shall be applicable to the undersigned with respect to any information obtained from the 17g-5 Information Provider’s
Website, including any information that is obtained from the section of the 17g-5 Information Provider’s Website that host
the Depositor’s 17g-5 website after the Closing Date.


		2.	The undersigned agrees that each time it accesses the 17g-5 Information Provider’s Website,
it is deemed to have recertified that the representations herein contained remain true and correct.



Capitalized terms
used but not defined herein shall have the respective meanings assigned thereto in the Agreement.






     Exhibit M-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.


	 	 
	Nationally Recognized Statistical Rating Organization



 


	Name: 	 



 


	Title: 	 



 


	Company: 	 



 


	Phone: 	 



 






	Email: 	 






 




     Exhibit M-2


     


    

ANNEX A


CONFIDENTIALITY AGREEMENT








This Confidentiality
Agreement (the “Confidentiality Agreement”) is made in connection with SG Americas Securities, LLC (“SGAS”)
and Credit Suisse Securities (USA) LLC (together with SGAS and their respective affiliates, the “Furnishing Entities”
and each a “Furnishing Entity”) furnishing certain financial, operational, structural and other information
relating to the issuance of the SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates,
Series 2019-PREZ (the “Certificates”) pursuant to the Trust and Servicing Agreement, dated as of September 6,
2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor,
KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association,
as Trustee, and Wells Fargo Bank, National Association, as Certificate Administrator, and the assets underlying or referenced by
the Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers
and lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”)
through the website of Wells Fargo Bank, National Association, as 17g-5 Information Provider under the Trust and Servicing Agreement,
including the section of the 17g-5 Information Provider’s website that hosts the Depositor’s 17g-5 website after the
Closing Date (as defined in the Trust and Servicing Agreement). Information provided by each Furnishing Entity is labeled as provided
by the specific Furnishing Entity.


 


Definition of Confidential
Information. For purposes of this Confidentiality Agreement, the term “Confidential Information” shall
include the following information (irrespective of its source or form of communication, including information obtained by you
through access to this site) that may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance
or monitoring of a rating with respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements,
legal documents and other information (such information, the “Evaluation Material”) and (y)  any of the
terms, conditions or other facts with respect to the transactions contemplated by the Trust and Servicing Agreement, including
the status thereof; provided, however, that the term Confidential Information shall not include information which:










		●	was or becomes generally available to the public (including through filing with the Securities
and Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;



		●	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or



		●	is independently developed by the NRSRO without reference to any Confidential Information.







     Exhibit M-3


     


    

Information to Be Held in Confidence.


You will use the Confidential
Information solely for the purpose of determining or monitoring a credit rating on the Certificates and, to the extent that any
information used is derived from but does not reveal any Confidential Information, for benchmarking, modeling or research purposes
(the “Intended Purpose”).


You acknowledge that
you are aware that the United States and state securities laws impose restrictions on trading in securities when in possession
of material, non-public information and that the NRSRO will advise (through policy manuals or otherwise) each NRSRO Representative
who is informed of the matters that are the subject of this Confidentiality Agreement to that effect.


You will treat the
Confidential Information as private and confidential. Subject to Section 4, without the prior written consent of the applicable
Furnishing Entity, you will not disclose to any person any Confidential Information, whether such Confidential Information was
furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding the foregoing, you may:


		●	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



		●	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),post
the Confidential Information to the NRSRO’s password protected website; and



		●	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



Disclosures Required
by Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil
investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation,
hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice
as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise
to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless otherwise
required by a court or other governmental or regulatory authority to do so, and






     Exhibit M-4


     


    

provided that you been informed by written notice
that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment with
respect to the requested Confidential Information, you agree not to disclose the Confidential Information while the Furnishing
Entity’s effort to obtain such a protective order or other reasonable assurance for confidential treatment is pending. You
agree to reasonably cooperate with each Furnishing Entity in its efforts to obtain a protective order or other reasonable assurance
that confidential treatment will be accorded to the portion of the Confidential Information that is being disclosed, at the sole
expense of such Furnishing Entity; provided, however, that in no event shall the NRSRO be required to take a position
that such information should be entitled to receive such a protective order or reasonable assurance as to confidential treatment.
If a Furnishing Entity succeeds in obtaining a protective order or other remedy, you agree to comply with its terms with respect
to the disclosure of the Confidential Information, at the sole expense of such Furnishing Entity. If a protective order or other
remedy is not obtained or if the relevant Furnishing Entity waives compliance with the provisions of this Confidentiality Agreement
in writing, you agree to furnish only such information as you are legally required to disclose, at the sole expense of the relevant
Furnishing Entity.


Obligation to Return
Evaluation Material. Promptly upon written request by or on behalf of the relevant Furnishing Entity, all material or documents,
including copies thereof, that contain Evaluation Material will be destroyed or, in your sole discretion, returned to the relevant
Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain one or more copies of any document or other material
containing Evaluation Material to the extent necessary for legal or regulatory compliance (or compliance with the NRSRO’s
internal policies and procedures designed to ensure legal or regulatory compliance) and (b) the NRSRO may retain any portion
of the Evaluation Material that may be found in backup tapes or other archive or electronic media or other documents prepared by
the NRSRO and any Evaluation Material obtained in an oral communication; provided, that any Evaluation Material so retained
by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will remain bound by the terms of this Confidentiality
Agreement.


Violations of this Confidentiality Agreement.


The NRSRO will be
responsible for any breach of this Confidentiality Agreement by you, the NRSRO or any NRSRO Representative.


You agree promptly
to advise each relevant Furnishing Entity in writing of any misappropriation or unauthorized disclosure or use by any person of
the Confidential Information which may come to your attention and to take all steps reasonably requested by such Furnishing Entity
to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure or use.


You acknowledge and
agree that the Furnishing Entities would not have an adequate remedy at law and would be irreparably harmed in the event that any
of the provisions of this Confidentiality Agreement were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that each Furnishing Entity shall be entitled to specific performance and injunctive relief
to prevent breaches of this Confidentiality Agreement and to specifically enforce the terms and provisions hereof, in addition
to any other remedy to






     Exhibit M-5


     


    

which a Furnishing Entity may be entitled at law or in equity. It is further understood and agreed that
no failure to or delay in exercising any right, power or privilege hereunder shall preclude any other or further exercise of any
right, power or privilege.


Term. Notwithstanding
the termination or cancellation of this Confidentiality Agreement and regardless of whether the NRSRO has provided a credit rating
on a Security, your obligations under this Confidentiality Agreement will survive indefinitely.


Governing Law.
This Confidentiality Agreement and any claim, controversy or dispute arising under the Confidentiality Agreement, the relationships
of the parties and/or the interpretation and enforcement of the rights and duties of the parties shall be governed by and construed
in accordance with the laws of the State of New York applicable to agreements made and to be performed within such State.


Amendments.
This Confidentiality Agreement may be modified or waived only by a separate writing by the NRSRO and each Furnishing Entity.


Entire Agreement.
This Confidentiality Agreement represents the entire agreement between you and the Furnishing Entities relating to the treatment
of Confidential Information heretofore or hereafter reviewed or inspected by you. This agreement supersedes all other understandings
and agreements between us relating to such matters; provided, however, that, if the terms of this Confidentiality
Agreement conflict with another agreement relating to the Confidential Information that specifically states that the terms of such
agreement shall supersede, modify or amend the terms of this Confidentiality Agreement, then to the extent the terms of this Confidentiality
Agreement conflict with such agreement, the terms of such agreement shall control notwithstanding acceptance by you of the terms
hereof by entry into this website.


Contact Information.
Notices for each Furnishing Entity under this Confidentiality Agreement, shall be directed as set forth below:


SG Americas Securities,
LLC

245 Park Avenue

New York, New York 10167


Credit Suisse Securities
(USA) LLC

Eleven Madison Avenue

New York, New York 10010








     Exhibit M-6


     


    

EXHIBIT N-1


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


[Date]


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage
Pass-Through Certificates, Series 2019-PREZ 



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 Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust
and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association,
as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells
Fargo Bank, National Association, as Certificate Administrator. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as Depositor, that:


1.                 
The Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loan for
which _________________ is the Servicer (the “Excess Servicing Fee Right”), with the full right to transfer
the Excess Servicing Fee Right free from any and all claims and encumbrances whatsoever.


2.                 
Neither the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed
of the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in
any manner, (b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right,
any interest in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached
or negotiated with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security with any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e)
taken any other action, which (including 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






     Exhibit N-1


     


    

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:








     Exhibit N-2


     


    

EXHIBIT N-2


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


[Date]


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard





KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Facsimile: (877) 379-1625

Email: michael_a_tilden @keybank.com




		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage
Pass-Through Certificates, Series 2019-PREZ 



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 Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust
and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association,
as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells
Fargo Bank, National Association, as Certificate Administrator. All capitalized terms used but not otherwise defined herein shall
have the respective meanings set forth in the Trust and Servicing Agreement. The Transferee hereby certifies, represents and warrants
to you, as the Depositor and the Servicer, that:


1.             The Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loan as to which __________________
is the applicable Servicer (the “Excess Servicing Fee Right”) for its own account for investment and not with
a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which would violate
the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws.


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,
the 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 






     Exhibit N-1


     


    

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 N-1 to the Trust and Servicing Agreement, and (B) each of the Servicer and the Depositor have received
a certificate from the prospective transferee substantially in the form attached as Exhibit N-2 to the Trust 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 the Trust and Servicing Agreement (including, without limitation, Section 3.17 therein),
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 (including 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 Trust and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance
and servicing of the Mortgage Loan, and (e) all related matters that it has requested.


6.             The Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act or (b) an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the
Securities Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and
experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess
Servicing Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an
informed investment decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete
loss of such investment.






     Exhibit N-2


     


    

7.             The Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Trust and
Servicing Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could
result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or
any Certificate pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors,
partners, employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part,
to any other Person other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure
is required by law, court order or other legal requirement or to the extent such information is of public knowledge at the time
of disclosure by such holder or has become generally available to the public other than as a result of disclosure by such holder;
provided, however, that such holder may provide all or any part of such information to any other Person who is contemplating an
acquisition of the Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition
and (y) agrees in writing to keep such information confidential, not to use or disclose such information in any manner which could
result in a violation of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or
any Certificates pursuant to the Securities Act and not to disclose such information, and to cause its officers, directors, partners,
employees, agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other
Person other than such Persons’ auditors, legal counsel and regulators.


8.             The Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Trust
and Servicing Agreement except as set forth in Section 3.17 of the Trust and Servicing Agreement, and that the Excess Servicing
Fee Rate may be reduced to the extent provided in the Trust and Servicing Agreement.





	Very truly yours,
	 	 
	By:	 
		Name:
	 	Title:








     Exhibit N-3


     


    

EXHIBIT O


Form
of Online Market Data Provider Certificate


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.
If you represent a Market Data Provider not listed herein and would like access to the information, please contact CTSLink at 866-846-4526,
or at ctslink.customerservice@wellsfargo.com.


In connection with
the SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ (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., Interactive Data Corporation, CMBS.com, Thomson Reuters, Moody’s Analytics, Markit Group Limited
or MBS Data, LLC, a market data provider that has been given access to the Distribution Date Statements, CREFC Reports and supplemental
notices on www.ctslink.com (“CTSLink”) by request of the Depositor.



		2.	The undersigned agrees that each time it accesses CTSLink, the undersigned is deemed to have recertified
that the representation above remains true and correct.



		3.	The undersigned acknowledges and agrees that the provision to it of information and/or reports
on CTSLink is for its own use only, and agrees that it will not disseminate or otherwise make such information available to any
other person without the written consent of the Depositor, and any confidentiality agreement applicable to the undersigned with
respect to information obtained from the Depositor’s 17g-5 website shall also be applicable to information obtained from CTSLink.



		4.	The undersigned shall be fully liable for any breach of this agreement by itself or any of its
representatives and shall indemnify the Depositor, the Trustee, the Certificate Administrator, the Servicer, the Special Servicer
and the Trust for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of
its representatives.



		5.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the agreement pursuant to which the Certificates were issued.



BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized signatory, as of the date certified.






     Exhibit O-1


     


    




	 	 
	By:	 
		Name:
	 	Title:








     Exhibit O-2


     


    

EXHIBIT P


Form
of Investment Representation Letter


Wells Fargo Bank, National Association,

        as Certificate Registrar

600 South 4th Street, 7th Floor

MAC N9300-070

Minneapolis, Minnesota 55479

Attention: CTS - Certificate Transfer Services (CMBS) – SG Commercial Mortgage Securities Trust 2019-PREZ


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage
Pass-Through Certificates, Series 2019-PREZ 



Ladies and Gentlemen:





This letter is delivered
pursuant to Section 5.2 of the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing
Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer,
AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank,
National Association, as Certificate Administrator, on behalf of the holders of the SG Commercial Mortgage Securities Trust 2019-PREZ,
Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ (the “Certificates”) in connection with the
transfer by _________________ (the “Seller”) to the undersigned (the “Purchaser”) of $_______________
aggregate Certificate Balance of Class ___ Certificates (the “Certificate”). Capitalized terms used and not
otherwise defined herein shall have the respective meanings ascribed to such terms in the Trust and Servicing Agreement.


 


In connection with such
transfer, the Purchaser hereby represents and warrants to you and the addressees hereof as follows:


[For Institutional
Accredited Investors only] 1. The Purchaser is not purchasing a Class R Certificate and the Purchaser is an institutional “accredited
investor” (an entity meeting the requirements of Rule 501(a)(1), (2), (3) or (7) of Regulation D under the Securities Act
of 1933, as amended (the “Securities Act”)) or an entity all of the equity owners of which are such institutions,
and has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of
its investment in the Certificates, and the Purchaser and any accounts for which it is acting are each able to bear the economic
risk of the Purchaser’s or such account’s investment. The Purchaser is acquiring the Certificates purchased by it for
its own account or for one or more accounts (each of which is an institutional “accredited investor”) as to each of
which the Purchaser exercises sole investment discretion.






     Exhibit P-1


     


    

The Purchaser hereby undertakes to reimburse the Trust for any costs
incurred by it in connection with this transfer.


[For Qualified Institutional
Buyers only] 1. The Purchaser is a “qualified institutional buyer” within the meaning of Rule 144A (“Rule
144A”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The Purchaser
is aware that the transfer is being made in reliance on Rule 144A, and the Purchaser has had the opportunity to obtain the information
required to be provided pursuant to paragraph (d)(4)(i) of Rule 144A.


2.       The
Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s own account or (b) for resale
to (i) “qualified institutional buyers” in transactions under Rule 144A, and not in any event with the view to, or
for resale in connection with, any distribution thereof, or (ii) (other than with respect to a Class R Certificate) to non-U.S.
Securities Persons in “offshore transactions” as defined in Rule 902(h) of Regulation S promulgated under the Securities
Act, subject in each case to the delivery of a Transfer Certificate in the form of Exhibit G, Exhibit H or Exhibit I, as applicable,
to the Trust and Servicing Agreement. The Purchaser understands that the Certificate (and any subsequent Certificate issued in
transfer or exchange therefor) has not been registered under the Securities Act, by reason of a specified exemption from the registration
provisions of the Securities Act which depends upon, among other things, the bona fide nature of the Purchaser’s investment
intent (or intent to resell to only certain investors in certain exempted transactions) as expressed herein.


3.       The
Purchaser has reviewed the preliminary Offering Circular and the final Offering Circular relating to the Certificates (collectively,
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.


4.       The
Purchaser acknowledges that the Certificate (and any Certificate issued in transfer or exchange therefor) has not been registered
or qualified under the Securities Act or the securities laws of any State or any other jurisdiction, and that the Certificate cannot
be resold unless it is registered or qualified thereunder or unless an exemption from such registration or qualification is available.


5.       The
Purchaser hereby undertakes to be bound by the terms and conditions of the Trust and Servicing Agreement in its capacity as an
owner of a Certificate or Certificates, as the case may be (each, a “Certificateholder”), in all respects as
if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Certificate Registrar and all Certificateholders
present and future.


6.       The
Purchaser will not sell or otherwise transfer all or any portion of the Certificates, except in compliance with Section 5.3 of
the Trust and Servicing Agreement.


7.       Check
one of the following:**


 





 



** Each Purchaser must include one of the two alternative
certifications.


 






     Exhibit P-2


     


    

 


		☐	The Purchaser is a U.S. Person (as defined below) and it has attached hereto an Internal Revenue
Service (“IRS”) Form W-9 (or successor form).



		☐	The Purchaser is not a U.S. Person and under applicable law in effect on the date hereof, no taxes
will be required to be withheld by the Certificate Administrator (or its agent) with respect to distributions to be made on the
Certificate. The Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN or IRS Form W-8BEN-E, as applicable (or successor
form), which identifies such Purchaser as the beneficial owner of the Certificate and states that such Purchaser is not a U.S.
Person, (ii) IRS Form W-8IMY (with all appropriate attachments) or (iii)]*** two duly executed copies of IRS Form W-8ECI
(or successor form), which identify such Purchaser as the beneficial owner of the Certificate and state that interest and original
issue discount on the Certificate and Permitted Investments is, or is expected to be, effectively connected with a U.S. trade or
business. The Purchaser agrees to provide to the Certificate Registrar updated [IRS Form W-8BEN, IRS Form W-8BEN-E, IRS Form W-8IMY
or]*** IRS Form W -8ECI, [as the case may be,]*** any applicable successor IRS forms, or such other certifications as the Certificate
Registrar may reasonably request, on or before the date that any such IRS form or certification expires or becomes obsolete, or
promptly after the occurrence of any event requiring a change in the most recent IRS form of certification furnished by it to the
Certificate Registrar.



For this purpose,
“U.S. Person” means a citizen or resident of the United States, a corporation or partnership (except to the extent
provided in applicable Treasury Regulations) or other entity created or organized in, or under the laws of, the United States,
any State thereof or the District of Columbia, including any entity treated as a corporation or partnership for federal income
tax purposes, an estate whose income is subject to United States federal income tax regardless of its source or a trust if a court
within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S.
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 have elected to be treated as U.S. Persons).


8.           Please
make all payments due on the Certificates:****


 


		☐	(a)	by
wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities therefor:



 


	Bank: 	 



 





	ABA #: 	 



 





 



*** Does not apply to a transfer of Class R Certificates.


**** Only to be filled out by Purchasers of Definitive Certificates. Please
select (a) or (b). For holders of Definitive Certificates, wire transfers are only available if such holder’s Definitive
Certificates have an aggregate Certificate Balance or Notional Amount, as applicable, of at least U.S. $5,000,000.


 






     Exhibit P-3


     


    




	Account #: 	 



 





	Attention: 	 





 


		☐	(b) 	by mailing a check or draft to the following address:



 


		 
	 	 
	 	 




9.            If
the Purchaser is purchasing a Class R Certificate, the Purchaser is not a partnership (including any entity treated as a partnership
for U.S. federal income tax purposes), any interest in which is owned, directly or indirectly, through one or more partnerships,
trusts or other pass-through entities by a non-U.S. Person.


 





	 	Very truly yours,
	 	 	 
	 	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:

Title:

Date


 








     Exhibit P-4


     


    

EXHIBIT Q


 


[RESERVED]


 




     Exhibit Q-1


     


    

EXHIBIT R


CREFC® PAYMENT INFORMATION


 


Payments shall be made to “CRE Finance Council” and
sent to:

Commercial Real Estate Finance Council, Inc.


28 West 44th Street, Suite 815


New York, NY 10036


Attn: Executive Director


or by wire transfer to:


Account Name: Commercial Real Estate Finance Council (CREFC)

Bank Name: Chase

Bank Address: 80 Broadway, New York, NY 10005

Routing Number: 021000021

Account Number: 213597397


 




     Exhibit R-1


     


    

EXHIBIT S-1


 


FORM OF CURRENT REPORT


SG Commercial Mortgage Securities Trust
2019-PREZ


Commercial Mortgage Pass-Through Certificates





 






CURRENT REPORT


OF


SPECIFIED EVENT


 
 


 






Date of Specified Event: _________,
20__






     Exhibit S-1-1


     


    






Introduction to Report:





This Current Report is made available pursuant to Article 14
of the Trust and Servicing Agreement, dated as of September 6, 2019 (the “Trust and Servicing Agreement”), between
SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors, LLC,
as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate
Administrator. Capitalized terms used and not defined herein have the meanings ascribed to such terms in the Trust and Servicing
Agreement.


 





This Current Report discloses the occurrence
of one or more Specified Events.


 




     Exhibit S-1-2


     


    

EXHIBIT S-2





[RESERVED] 







     Exhibit S-2-1


     


    
EXHIBIT
S-3

 


[RESERVED] 


 



     Exhibit S-3-1


     


    







EXHIBIT T


ADDITIONAL
FORM 10-D DISCLOSURE


For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
the parties identified in the “Party Responsible” column are obligated pursuant to Section 13.4 of the Trust
and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and each Other Depositor to which the particular
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 knowledge (and in the case
of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with Item 6 below, possession) of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other Depositor or the Trust Loan
Seller. Each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting
Party and the Other Depositor shall be entitled to assume that there is no “significant obligor” other than a party
or property identified as such in the prospectus relating to the Other Securitization and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 10-D that relates to any Mortgage Loan for which the Servicer or
the Special Servicer is not the Servicer or the Special Servicer, as the case may be. For this Series 2019-PREZ Trust and Servicing
Agreement and any Other Securitization Trust, each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
each Other Exchange Act Reporting Party and the Other Depositor 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 Offering Circular and the offering materials with respect to any related Other Securitization Trust.


	Item
    on Form 10-D	Party
    Responsible
	Item
        1A: Distribution and Pool Performance Information:

        ●      Item
        1121(a)(13) of Regulation AB
	●      Certificate
    Administrator




     Exhibit T-1


     


    

	Item
    on Form 10-D	Party
    Responsible
	Item
        1B: Distribution and Pool Performance Information:

        ●      Item
        1121(a)(14) of Regulation AB
	●     Certificate
        Administrator

        ●     Depositor

	Item
        2: Legal Proceedings:

        ●    Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)
	●     Servicer
        (as to itself)

        ●     Special
        Servicer (as to itself)

        ●     Certificate
        Administrator (as to itself)

        ●     Trustee
        (as to itself)

        ●     Depositor
        (as to itself)

        ●     Any
        other Reporting Servicer (as to itself)

        ●     Trustee/Certificate

                Administrator/Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

        ●     The
        Trust Loan Seller as sponsor (as defined in Regulation AB)

        ●     Originators
        under Item 1110 of Regulation AB

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Item
    3:  Sale of Securities and Use of Proceeds	  ●     Depositor
	Item
    4:  Defaults Upon Senior Securities	  ●     Certificate
    Administrator
	Item
    5:  Submission of Matters to a Vote of Security Holders	  ●     Certificate
    Administrator




     Exhibit T-2


     


    

	Item
    on Form 10-D	Party
    Responsible
	Item
        6: Significant Obligors of Pool Assets:

        ●    Item
        1112(b) of Regulation AB provided, however, that all of the following conditions shall apply:

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Property or REO Property (as applicable), and quarterly and annual financial statements of the related
        Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant
        to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however, that
        for a significant obligor under item 1101(k)(2) of Regulation AB, only net operating income for the most recent fiscal
        year and interim period is required and, if such information for a prior period was required but not previously reported,
        such information for such prior period; and

        (c)
        the information shall be reportable in the Form 10-D that relates to the Distribution Date that immediately follows the
        Collection Period in which the information was received or prepared by the “Party Responsible” as described
        in clause (b) above.
	●    Servicer
        (excluding information for which the Special Servicer is the “Party Responsible”)

        ●      Special
        Servicer (as to REO Property)

	Item
        7: Significant Enhancement Provider Information:

        ●      Item
        1114(b)(2) and Item 1115(b) of Regulation AB
	●      Depositor




     Exhibit T-3


     


    

	Item
    on Form 10-D	Party
    Responsible	 
	Item
    8:  Other Information, but only to the extent of any information that meets all the following conditions:  (a)
    such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit
    W, (b) such information is required to be reported
    as “Additional Form 8-K Disclosure” during the period to which the Form 10-D relates, and (c) such information
    was not previously reported as “Additional Form 8-K Disclosure”.	●     Certificate
                                         Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent
                                         that such party is the “Party Responsible” with respect to such information
                                         pursuant to Exhibit W.

        ●     Certificate
        Administrator (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale Reserve
        Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Servicer
        (with respect to the balances of each REO Account (to the extent the related information has been received from the Special
        Servicer within the time period specified in Section 13.4 of the Trust and Servicing Agreement) and the Collection
        Account as of the related Distribution Date and the preceding Distribution Date)

        ●     Special
        Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding Distribution
        Date)

        ●     Any
        other party responsible for disclosure items on Form 8-K (including the Trust Loan Seller with respect to Item 1100(e)
        of Regulation AB to the extent material to Certificateholders)
	 
	Item
        9: Exhibits (no. 3):

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	  ●      Depositor	 




     Exhibit T-4


     


    


 


	Item
    on Form 10-D	Party
    Responsible	 
	Item
        9: Exhibits (no. 4):

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●      Certificate
        Administrator

        ●      Depositor

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        and Servicing Agreement

        provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and
        the Trustee or Certificate Administrator, then the Depositor shall be the responsible party.
	 
	Item
        9: Exhibits (no. 10):

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party)
    is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf
    of the Trust.	 
	Item
        9: Exhibits (no. 22):

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K), but only
        if the party that is the “Party Responsible” with respect to Item 5 above elects to publish a report containing
        the information required by such Item 5 above and also elects to report the information on Form 10-D by means of filing
        the published report and answering Item 5 by referencing the published report.
	●     The
    applicable party that is the “Party Responsible” with respect to Item 5 as set forth above.	 




     Exhibit T-5


     


    


 


	Item
    on Form 10-D	Party
    Responsible
	Item
                                         9: Exhibits (no. 23):

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●      Depositor
	Item
                                         9: Exhibits (no. 24)

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●      Certificate
    Administrator
	Item
                                         9: Exhibits (no. 99)

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
                                         9: Exhibits (no. 100)x

        BRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●      Not
    Applicable.
	Item
    9:  Exhibits (By Operation of Item 8 Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
    of Exhibit W,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-D relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●    Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit W (it being acknowledged that none of the Servicer or the Special
    Servicer constitutes a “Party Responsible” under Exhibit W with respect to any exhibits to
    a Form 10-K); provided, in each case, that in the event any reportable agreement is executed by the Depositor and the
    Trustee or Certificate Administrator, then the Depositor shall be the responsible party for this Item 9.




 






     Exhibit T-6


     


    








EXHIBIT
U


ADDITIONAL
FORM 10-K DISCLOSURE


For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
the parties identified in the “Party Responsible” column are obligated pursuant to Section 13.5 of the Trust
and Servicing Agreement to disclose to each Other Exchange Act Reporting Party and each Other Depositor to which the particular
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 knowledge (and in the case
of net operating income information, financial statements, annual operating statements, budgets and/or rent rolls required to be
provided in connection with 1112(b) below, possession) of such information (other than information as to itself). Each of the Certificate
Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor
shall be entitled to rely on the accuracy of the Offering Circular and the offering materials with respect to any related Other
Securitization Trust (other than information with respect to itself that is set forth in or omitted from such offering materials
or the Offering Circular), in the absence of specific notice to the contrary from the Depositor, Other Depositor or the Trust Loan
Seller. Each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting
Party and the Other Depositor shall be entitled to assume that there is no “significant obligor” other than a party
or property identified as such in the prospectus relating to the Other Securitization and to assume that no other party or property
will constitute a “significant obligor” after the Cut-off Date. In no event shall the Servicer or the Special Servicer
be required to provide any information for inclusion in a Form 10-K that relates to any Mortgage Loan for which the Servicer or
the Special Servicer is not the applicable Servicer or Special Servicer, as the case may be. For this Series 2019-PREZ Trust and
Servicing Agreement and any Other Securitization Trust, each of the Certificate Administrator, the Trustee, the Servicer, the Special
Servicer, each Other Exchange Act Reporting Party and the Other Depositor 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 Offering Circular and the offering materials with respect to any related Other Securitization
Trust.


	Item
    on Form 10-K	Party
    Responsible
	Item
    1B:  Unresolved Staff Comments	●      Depositor




     Exhibit U-1


     


    

	Item
    on Form 10-K	Party
    Responsible	 
	Item
                                         9B: Other Information, but only to the extent of any information that meets all the following
                                         conditions:

        (a)
        such information constitutes “Additional Form 8-K Disclosure” pursuant to Exhibit W,

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and

        (c)
        such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form
        10-D Disclosure”
	●      Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent that such party is the “Party
    Responsible” with respect to such information pursuant to Exhibit W.  	 
	Item
    15:  Exhibits, Financial Statement Schedules (SEE BELOW)	SEE
    BELOW	 
	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 1 of 3 Parts:

        Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was required to have been set forth in the
        prospectus relating to the Companion Loan Securities, (ii) such information was not so set forth and (iii) the applicable
        Servicer has not previously reported such information as “Additional Form 10-D Information”.
	●      The
                                         Trust Loan Seller.
	 
	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 2 of 3 Parts:

        Item
        1112(b) of Regulation AB, but only to the extent that (i) such information was set forth in the prospectus relating to
        the Companion Loan Securities and (ii) the applicable Servicer has not previously reported such information or updated
        versions thereof as “Additional Form 10-D Information”.
	●      The
    Depositor	 




     Exhibit U-2


     


    

	Item
    on Form 10-K	Party
    Responsible
	Instruction
                                         J(2)(b) (Significant Obligors of Pool Assets) – Part 3 of 3 Parts:

        Item
        1112(b) of Regulation AB; provided, however, that all of the following conditions shall apply:

        (a)
        information shall be required to be reported only with respect to a party or property (if any) identified as a “significant
        obligor” in the prospectus relating to the Companion Loan Securities;

        (b)
        the information to be reported shall consist of such quarterly and annual operating statements, budgets and rent rolls
        of the related Property or REO Property (as applicable), and quarterly and annual financial statements of the related
        Borrower (except in the case of an REO Property), received or prepared by the “Party Responsible” pursuant
        to its obligations under Section 3.18 of this Trust and Servicing Agreement; provided, however, that
        for a significant obligor described under item 1101(k)(2) of Regulation AB, only net operating income for the most recent
        fiscal year and interim period is required and, if such information for a prior period was required but not previously
        reported, such information for such prior period; and

        (c)
        the information shall be reportable only to the extent that is has not previously been reported as “Additional Form
        10-D Information”.
	●    Servicer
                                         (excluding information for which the Special Servicer is the “Party Responsible”)

        ●    Special
        Servicer (as to REO Property)

	Instruction
                                         J(2)(c) (Significant Enhancement Provider Information):

        ●      Items
        1114(b)(2) and 1115(b) of Regulation AB
	●      Depositor




     Exhibit U-3


     


    

	Item
    on Form 10-K	Party
    Responsible
	Instruction
                                         J(2)(d) (Legal Proceedings):

        ●      Item
        1117 of Regulation AB (it being acknowledged that such Item 1117 requires disclosure only of proceedings described
        therein that are material to security holders)
	●     Servicer
                                         (as to itself)

        ●     Special
        Servicer (as to itself)

        ●     Certificate
        Administrator (as to itself)

        ●     Trustee
        (as to itself)

        ●     Depositor
        (as to itself)

        ●     Trustee/Certificate
        Administrator /Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in principal control of the proceedings)

        ●     The
        Trust Loan Seller as sponsor (as defined in Regulation AB)

        ●     Originators
        under Item 1110 of Regulation AB

        ●     Party
        under Item 1100(d)(1) of Regulation AB

	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         1 of 2 Parts:

        1119(a)
        of Regulation AB,

        but
        only the existence and (if existent) how there is (that is, the nature of) any affiliation between itself (that is, the
        particular “Party Responsible”), on the one hand, and any one or more of the following, on the other: (1)
        the Depositor, (2) the Trust Loan Seller, (3) the Trust and (4) any other party listed under this item as a “Party
        Responsible”; provided, however, that an affiliation need not be disclosed for purposes of the applicable
        Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously reported
        as “Additional Form 10-K Disclosure”.
	●     Servicer
                                         (as to itself) (only as to affiliations under Item 1119(a) with the Trustee, Certificate
                                         Administrator, each Special Servicer or a sub-servicer retained by it meeting any of
                                         the descriptions in Item 1108(a)(3)).

        ●     Special
        Servicer

        ●     Certificate
        Administrator

        ●     Trustee
        (as to itself) (only as to affiliations under Item 1119(a) with the Certificate Administrator, each Servicer, each Special
        Servicer or a sub-servicer retained by it meeting any of the descriptions in Item 1108(a)(3)).

        ●     Each
        party (other than the Trust Loan Seller), if any, that is identified in the





     Exhibit U-4


     


    

	Item
    on Form 10-K	Party
    Responsible
	and

        ●      1119(b)
        of Regulation AB,

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2019-PREZ transaction) between
        itself (that is, the particular “Party Responsible”) or any of its affiliates, on the one hand, and any one
        or more of the following, on the other: (1) the Depositor, (2) the Trust Loan Seller, and (3) the Trust; provided,
        however, that a relationship, agreement, arrangement, transaction or understanding (A) must be reported only if
        it then exists or existed within the two prior years, (B) need not be reported if it is not material to an investor’s
        understanding of the Certificates and (C) need not be disclosed for purposes of the applicable Form 10-K if it was disclosed
        in the prospectus relating to the Companion Loan Securities or if it was previously reported as “Additional Form
        10-K Disclosure”.

        and

        ●      1119(c)
        of Regulation AB,

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2019-PREZ transaction or the Mortgage Loans between itself (that is, the
        particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the following,
        on the other: (1) the Depositor, (2) any Trust Loan Seller, and (3) the Trust;
	prospectus
                                         relating to the Companion Loan Securities as an “originator” of one or more
                                         Mortgage Loans, if the prospectus relating to the Companion Loan Securities specifically
                                         states that the applicable Mortgage Loans were 10% or more of the assets of the Trust
                                         at the date of the prospectus relating to the Companion Loan Securities (provided that
                                         such a party shall no longer constitute a “Party Responsible” under this
                                         item from and after the date (if any) when the Depositor notifies the parties to this
                                         Agreement to the effect that such party no longer constitutes an originator of 10% or
                                         more of the assets of the Trust).

        ●    Each
        party (other than the Trust Loan Seller), if any, that is specifically identified as an “originator of 10% or more
        of the assets of the Trust for purposes of Regulation AB and the upcoming Form 10-K” in a written notice delivered
        to the parties to this Trust and Servicing Agreement, which notice is delivered not later than February 15 of the year
        in which the Form 10-K is due.

        ●    Each
        party (if any) that is identified in the prospectus relating to the Companion Loan Securities as an “other material
        party to the securities or transaction” (or substantially similar phrasing); provided, however, that such a party
        shall no longer constitute a “Party Responsible” under this item from and after the date (if any) when the
        Depositor notifies the parties to this Agreement to the effect that such party no longer constitutes a material party
        for purposes of Regulation AB.

        ●    Each
        party (if any) that that is





     Exhibit U-5


     


    

	Item
    on Form 10-K	Party
    Responsible
	provided,
    however, that
    a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be reported
    if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed for purposes
    of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was previously
    reported as “Additional Form 10-K Disclosure”.	specifically
    identified as an “other material party to the securities or transaction for purposes of Regulation AB and the upcoming
    Form 10-K” (or substantially similar phrasing) in a written notice delivered by the Depositor to the parties to this
    Trust and Servicing Agreement, which notice is delivered not later than February 15 of the year in which the Form 10-K is
    due.
	Instruction
                                         J(2)(e) (Affiliations and Certain Relationships and Related Transactions) – Part
                                         2 of 2 Parts:

        1119(a)
        of Regulation AB,

        But
        only the existence and (if existent) how there is any affiliation between itself (that is, the particular “Party
        Responsible”), on the one hand, and any one or more of the parties listed under the preceding item as a “Party
        Responsible”, on the other; provided, however, that an affiliation need not be disclosed for purposes
        of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities or if it was
        previously reported as “Additional Form 10-K Disclosure”.

        and

        ●      1119(b)
        of Regulation AB,

        but
        only the existence and (if existent) the general character of any business relationship, agreement, arrangement, transaction
        or understanding that is entered into outside the ordinary course of business or is on terms other than would be obtained
        in an arm’s length transaction with an unrelated third party (apart from the Series 2019-PREZ transaction) between
        itself (that is, the particular “Party Responsible”), on the one hand, and any one or
	●    The
                                         Depositor

        ●    The
        Trust Loan Seller





     Exhibit U-6


     


    

	Item
    on Form 10-K	Party
    Responsible
	more
                                         of the parties listed under the preceding item as a “Party Responsible”,
                                         on the other; provided, however, that a relationship, agreement, arrangement,
                                         transaction or understanding (A) must be reported only if it then exists or existed within
                                         the two prior years, (B) need not be reported if it is not material to an investor’s
                                         understanding of the Certificates and (C) need not be disclosed for purposes of the applicable
                                         Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities
                                         or if it was previously reported as “Additional Form 10-K Disclosure”.

        and

        ●      1119(c)
        of Regulation AB,

        but
        only the existence and (if existent) a description (including the terms and approximate dollar amount) of any specific
        relationship involving or related to the Series 2019-PREZ transaction or the Mortgage Loans between itself (that is, the
        particular “Party Responsible”) or any of its affiliates, on the one hand, and any one or more of the parties
        listed under the preceding item as a “Party Responsible”, on the other; provided, however,
        that a relationship (A) must be reported only if it then exists or existed within the two prior years, (B) need not be
        reported if it is not material to an investor’s understanding of the Certificates and (C) need not be disclosed
        for purposes of the applicable Form 10-K if it was disclosed in the prospectus relating to the Companion Loan Securities
        or if it was previously reported as “Additional Form 10-K Disclosure”.
	 
	Item
                                         15: Exhibits (no. 2):

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	●      Depositor




     Exhibit U-7


     


    

	Item
    on Form 10-K	Party
    Responsible	 
	Item
                                         15: Exhibits (no. 3):

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	●      Depositor	 
	Item
                                         15: Exhibits (no. 4):

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●      Trustee

        ●      Certificate
        Administrator

        ●      Depositor

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        and Servicing Agreement

        provided
        further, in each case, that in the event any reportable agreement is executed by the Depositor and the Trustee
        or Certificate Administrator, then the Depositor shall be the responsible party.
	 
	Item
                                         15: Exhibits (no. 10):

        Material
        contracts (Exhibit No. 10 of Item 601 of Regulation S-K)
	●    Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust.	 
	Item
                                         15: Exhibits (no. 11):

        Statement
        regarding computation of per share earnings (Exhibit No. 11 of Item 601 of Regulation S-K)
	●      Not
    Applicable	 




     Exhibit U-8


     


    

	Item
    on Form 10-K	Party
    Responsible
	Item
                                         15: Exhibits (no. 12):

        Statement
        regarding computation of ratios (Exhibit No. 12 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 13):

        Annual
        report to security holders, Form 10-Q and Form 10-QSB, or quarterly report to security holders (Exhibit No. 13 of Item
        601 of Regulation S-K)
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 14):

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 16):

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●      Not
    Applicable
	Item
                                         15: Exhibits (no. 18):

        Letter
        re change in accounting principles (Exhibit No. 18 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
                                         15: Exhibits (no. 21):

        Subsidiaries
        of registrant (Exhibit No. 18 of Item 601 of Regulation S-K)
	●      Depositor.
	Item
                                         15: Exhibits (no. 22):

        Published
        Report Regarding Matters Submitted to a Vote of Security Holders (Exhibit No. 22 of Item 601 of Regulation S-K).
	●      Not
    applicable.




     Exhibit U-9


     


    

	Item
    on Form 10-K	Party
    Responsible	 
	Item
                                         15: Exhibits (no. 23) – Part 1 of 2 Parts:

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where (a) the filing of a written consent is
        required with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration
        statement and (b) the consent is not the consent of a registered public accounting firm in connection with an attestation
        delivered pursuant to Section 13.8 of this Trust and Servicing Agreement.
	●      Depositor	 
	Item
                                         15: Exhibits (no. 23) – Part 2 of 2 Parts:

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), but the required shall consist of a consent
        of the registered public accounting firm for purposes of any attestation report rendered with respect to the particular
        “Party Responsible” pursuant to Section 13.8 of this Trust and Servicing Agreement.
	●      Servicer

        ●      Special
        Servicer

        ●      Depositor

        ●      Any
        other Servicing Function Participant

        provided,
        however, in each case, that such party shall have the duty to report or deliver, or cause the reporting or delivery,
        of such consent only to the extent that such party is required to deliver or cause the delivery of the related attestation
        report.
	 
	Item
                                         15: Exhibits (no. 24)

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●      Certificate
    Administrator	 
	Item
                                         15: Exhibits (no. 31(i))

        Rule
        13a-14(a)/15d-14(a) Certifications (Exhibit No. 31(i) of Item 601 of Regulation S-K).
	●      Not
    Applicable	 




     Exhibit U-10


     


    

	Item
    on Form 10-K	Party
    Responsible
	Item
                                         15: Exhibits (no. 31(ii))

        Rule
        13a-14(d)/15d-14(d) Certifications (Exhibit No. 31(ii) of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (Sarbanes-Oxley certification and backup certifications) is governed by Section 13.11 of this Trust
    and Servicing Agreement.
	Item
                                         15: Exhibits (no. 32)

        Section
        1350 Certifications (Exhibit No. 32 of Item 601 of Regulation S-K).
	●     Not
    Applicable.
	Item
                                         15: Exhibits (no. 33)

        Report
        on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 33 of Item 601 of Regulation
        S-K).
	●     Delivery
    of this exhibit (annual compliance assessment) is governed by Section 13.8 of this Trust and Servicing Agreement.
	Item
                                         15: Exhibits (no. 34)

        Attestation
        report on assessment of compliance with servicing criteria for asset-backed securities (Exhibit No. 34 of Item 601 of
        Regulation S-K).
	●     Delivery
    of this exhibit (annual accountants’ attestation report) is governed by Section 13.9 of this Trust and Servicing
    Agreement.
	Item
                                         15: Exhibits (no. 35)

        Servicer
        compliance statement (Exhibit No. 35 of Item 601 of Regulation S-K).
	●     Delivery
    of this exhibit (annual servicer compliance statements) is governed by Section 13.7 (and Section 13.8) of this
    Trust and Servicing Agreement.
	Item
                                         15: Exhibits (no. 99)

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●     Not
    Applicable.
	Item
                                         15: Exhibits (no. 100)

        BRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●     Not
    Applicable.




     Exhibit U-11


     


    

	Item
    on Form 10-K	Party
    Responsible	 
	Item
    15:  Exhibits (By Operation of Item 9B Above), but only to the extent of any document that meets all the following
    conditions:  (a) such document constitutes “Additional Form 8-K Disclosure” pursuant to Item 9.01(d)
    of Exhibit W,
    (b) such document is required to be reported as “Additional Form 8-K Disclosure” during the period to which the
    Form 10-K relates, and (c) such document was not previously reported as “Additional Form 8-K Disclosure”.	●    Certificate
    Administrator, Depositor and Trustee, in each case only to the extent that such party is the “Party Responsible”
    for the exhibit pursuant to Item 9(d) of Exhibit W (it being acknowledged that none of the Servicer or the Special
    Servicer constitutes a “Party Responsible” under Exhibit W with respect to any exhibits to a Form 10-K).	 




 


 






     Exhibit U-12


     


    



 


EXHIBIT V


ADDITIONAL DISCLOSURE NOTIFICATION


**SEND VIA FAX TO [____] AND VIA
EMAIL TO [____] AND VIA OVERNIGHT MAIL TO THE ADDRESS IMMEDIATELY BELOW**


[___]

Attention: SGCMS 2019-PREZ


		Re:	**Additional Form [10-D][10-K][8-K] Disclosure** Required



Ladies and Gentlemen:


In accordance with Section [13.4] [13.5] [13.6] of the Trust and Servicing Agreement, dated as of September
6, 2019 (the “Trust and Servicing Agreement”), by and among SG Commercial Mortgage Securities, LLC, as Depositor
(the “Depositor”), KeyBank National
Association, as Servicer, AEGON USA Realty Advisors, LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee,
and Wells Fargo Bank, National Association, as Certificate Administrator, the undersigned, as [ ], hereby notifies you that certain
events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


List of any Attachments hereto to
be included in the Additional Form [10-D][10-K][8-K] Disclosure:


Any inquiries related
to this notification should be directed to [         ], phone number: [          ]; email address: [          ].


 


	 	[NAME OF PARTY],
	 	as [role]
	 		 
	 	By:	 
	 		Name:
	 	 	Title:





		cc:	Depositor



 




     Exhibit V-1


     


    






EXHIBIT
W


FORM
8-K DISCLOSURE INFORMATION


For so long as any Other Securitization Trust is subject to the reporting requirements of the Exchange Act,
the parties identified in the “Party Responsible” column are obligated pursuant to Section 13.6 of the Trust
and Servicing Agreement to report to each Other Exchange Act Reporting Party and each Other Depositor to which the particular Form
8-K Disclosure Information is relevant for Exchange Act reporting purposes, the occurrence of any event described in the corresponding
Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has knowledge of such information
(other than information as to itself). Each of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer,
each Other Exchange Act Reporting Party and the Other Depositor shall be entitled to rely on the accuracy of the Offering Circular
and the offering materials with respect to any related Other Securitization Trust (other than information with respect to itself
that is set forth in or omitted from such offering materials or the Offering Circular), in the absence of specific notice to the
contrary from the Depositor, Other Depositor or the Trust Loan Seller. Each of the Certificate Administrator, the Trustee, the
Servicer, the Special Servicer, each Other Exchange Act Reporting Party and the Other Depositor shall be entitled to assume that
there is no “significant obligor” other than a party or property identified as such in the prospectus relating to the
Other Securitization and to assume that no other party or property will constitute a “significant obligor” after the
Cut-off Date. In no event shall the Servicer or the Special Servicer be required to provide any information for inclusion in a
Form 8-K that relates to any Mortgage Loan for which the Servicer or the Special Servicer is not the applicable Servicer or Special
Servicer, as the case may be. For this Series 2019-PREZ Trust and Servicing Agreement and any Other Securitization Trust, each
of the Certificate Administrator, the Trustee, the Servicer, the Special Servicer, each Other Exchange Act Reporting Party and
the Other Depositor 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 Offering Circular and the
offering materials with respect to any related Other Securitization Trust.




     Exhibit W-1


     


    

	Item
    on Form 8-K	Party
    Responsible 	 
	Item
        1.01: Entry into a Material Definitive Agreement
	●     Depositor,
        except as described in the next bullet (it being acknowledged that Item 601 of Regulation S-K requires filing of material
        contracts to which the registrant or a subsidiary thereof is a party).

        ●     Certificate
        Administrator, Trustee, Servicer and/or Special Servicer (it being acknowledged that Instruction 3 to Item 1.01
        of Form 8-K requires disclosure regarding the entry into or an amendment of a definitive agreement that is material to
        the asset-backed securities transaction, even if the registrant is not a party to such agreement), in each case to the
        extent of any amendment or definitive agreement that satisfies all the following conditions: (a) such amendment or definitive
        agreement relates to the Trust or one or more Mortgage Loans or REO Mortgage Loans, and (b) such amendment or definitive
        agreement is an amendment or definitive agreement to which such party (or a subcontractor or vendor engaged by such party)
        is a party or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on
        behalf of the Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible”
        in connection with any amendment to this Trust and Servicing Agreement.
	 




     Exhibit W-2


     


    

	Item
    on Form 8-K	Party
    Responsible 	 
	Item
    1.02:  Termination of a Material Definitive Agreement– Part 1 of 2 Parts	●     Certificate
    Administrator, Trustee, Servicer and/or Special Servicer, in each case to the extent of any contract that satisfies all
    the following conditions:  (a) such contract relates to the Trust or one or more Mortgage Loans or REO Mortgage
    Loans, and (b) such contract is a contract to which such party (or a subcontractor or vendor engaged by such party) is a party
    or that such party (or a subcontractor or vendor engaged by such party) has caused to have been executed on behalf of the
    Trust; provided, however, that the Certificate Administrator shall be the “Party Responsible” in
    connection with any amendment to this Trust and Servicing Agreement.	 
	Item
    1.02:  Termination of a Material Definitive Agreement– Part 2 of 2 Parts	●     Depositor,
    to the extent of any material agreement not covered in the prior item	 
	Item
    1.03:  Bankruptcy or Receivership	●     Depositor	 
	Item
    2.04:  Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance
    Sheet Arrangement	●      Depositor

        ●      Certificate
        Administrator
	 
	Item
    3.03:  Material Modification to Rights of Security Holders	●      Certificate
    Administrator	 
	Item
    5.03:  Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year	●      Depositor	 
	Item
    6.01:  ABS Informational and Computational Material	●      Depositor	 
	Item
    6.02 (Part 1 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in trustee	●      Trustee
        (as to itself)

        ●      Depositor
	 




     Exhibit W-3


     


    

	Item
    on Form 8-K	Party
    Responsible 
	Item
    6.02 (Part 2 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a change in Servicer
    or Special Servicer	●    Certificate
        Administrator

        ●    Servicer
        or Special Servicer, as the case may be (in each case, as to itself)

	Item
    6.02 (Part 3 of 3 Parts):  Change of Servicer or Trustee, but only to the extent related to a servicer (other than
    a party to the Trust and Servicing Agreement) appointed by the particular “Party Responsible”.	●      Servicer

        ●      Special
        Servicer

        ●      Certificate
        Administrator

        ●      Depositor

	Item
    6.03:  Change in Credit Enhancement or External Support	●      Depositor

                                                                                                                        ●      Certificate
Administrator

	Item
    6.04:  Failure to Make a Required Distribution	  ●      Certificate
    Administrator
	Item
    6.05:  Securities Act Updating Disclosure	  ●      Depositor
	Item
    7.01:  Regulation FD Disclosure	  ●      Depositor
	Item
    8.01:  Other Events	  ●      Depositor
	Item
        9.01(d): Exhibits (no. 1):

        Underwriting
        agreement (Exhibit No. 1 of Item 601 of Regulation S-K)
	  ●      Not
    applicable
	Item
        9.01(d): Exhibits (no. 2):

        Plan
        of acquisition, reorganization, arrangement, liquidation or succession (Exhibit No. 2 of Item 601 of Regulation S-K)
	  ●      Depositor
	Item
        9.01(d): Exhibits (no. 3):

        Articles
        of incorporation and by-laws (Exhibit No. 3(i) and 3(ii) of Item 601 of Regulation S-K)
	  ●      Depositor




     Exhibit W-4


     


    

	Item
    on Form 8-K	Party
    Responsible 	 
	Item
        9.01(d): Exhibits (no. 4):

        With
        respect to instruments defining the rights of security holders (Exhibit No. 4 of Item 601 of Regulation S-K)
	●      Certificate
        Administrator

        provided,
        in each case, that this shall in no event be construed to make such party responsible for the initial filing of this Trust
        and Servicing Agreement
	 
	Item
        9.01(d): Exhibits (no. 7):

        Correspondence
        from an independent accountant regarding non-reliance on a previously issued audit report or completed interim review.
        (Exhibit No. 7 of Item 601 of Regulation S-K)
	●      Not
    Applicable	 
	Item
        9.01(d): Exhibits (no. 14):

        Code
        of Ethics (Exhibit No. 14 of Item 601 of Regulation S-K)
	●      Not
    Applicable	 
	Item
        9.01(d): Exhibits (no. 16):

        Letter
        re change in certifying accountant (Exhibit No. 16 of Item 601 of Regulation S-K)
	●      Not
    Applicable	 
	Item
        9.01(d): Exhibits (no. 17):

        Correspondence
        on departure of director (Exhibit No. 17 of Item 601 of Regulation S-K)
	●      Not
    Applicable	 
	Item
        9.01(d): Exhibits (no. 20):

        Other
        documents or statements to security holders (Exhibit No. 20 of Item 601 of Regulation S-K)
	●      Not
    Applicable	 




     Exhibit W-5


     


    

	Item
    on Form 8-K	Party
    Responsible 
	Item
        9.01(d): Exhibits (no. 23):

        Consents
        of Experts and Counsel (Exhibit No. 23(ii) of Item 601 of Regulation S-K), where the filing of a written consent is required
        with respect to material (in the Form 10-D) that is incorporated by reference in the Depositor’s registration statement.
	●      Depositor
	Item
        9.01(d): Exhibits (no. 24)

        Power
        of Attorney (Exhibit No. 24 of Item 601 of Regulation S-K), but only if the name of any party signing the Form 10-D, or
        the name of any officer signing the Form 10-D on behalf of a party, is signed pursuant to a power of attorney.
	●      Certificate
    Administrator
	Item
        15: Exhibits (no. 99)

        Additional
        exhibits (Exhibit No. 99 of Item 601 of Regulation S-K)
	●      Not
    Applicable.
	Item
        15: Exhibits (no. 100)x

        BRL-Related
        Documents (Exhibit No. 100 of Item 601 of Regulation S-K).
	●      Not
    Applicable.






 


 



     Exhibit W-6


     


    

EXHIBIT X


INITIAL SUB-SERVICERS


 


None.


 




     Exhibit X-1


     


    

EXHIBIT Y


FORM
OF ANNUAL COMPLIANCE STATEMENT


CERTIFICATION



SG Commercial Mortgage Securities Trust 2019-PREZ,

Commercial Mortgage Pass-Through Certificates

Series 2019-PREZ (the “Trust”)


I, [identifying the certifying individual], on behalf of [KeyBank
National Association, as Servicer] [AEGON USA Realty Advisors, LLC, as Special Servicer] [Wells Fargo Bank, National Association,
as Certificate Administrator] [Wells Fargo Bank, National Association, as Trustee] (the “Certifying Servicer”),
certify to SG Commercial Mortgage Securities, LLC and its officers, directors and affiliates, and with the knowledge and intent
that they will rely upon this certification, that:


I (or Servicing
Officers under my supervision) have reviewed the Certifying Servicer’s activities [during the preceding calendar year] [between
[__] and [__]] and the Certifying Servicer’s performance under the Trust and Servicing Agreement; and


To the best
of my knowledge, based on such review, the Certifying Servicer has fulfilled all of its obligations under the Trust and Servicing
Agreement in all material respects [throughout such year] [between [__] and [__]]. [To my knowledge, the Certifying Servicer has
failed to fulfill the following obligations under the Trust and Servicing Agreement: [SPECIFY EACH SUCH FAILURE AND THE NATURE
AND STATUS THEREOF]].


 


	Date:	 	 	 




 


[KEYBANK NATIONAL ASSOCIATION, as Servicer]

[AEGON USA REALTY ADVISORS, LLC, as special servicer]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as certificate administrator]

[WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee]


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 



 



     Exhibit Y-1


     


    

 






EXHIBIT Z


FORM OF REPORT ON ASSESSMENT OF

COMPLIANCE WITH SERVICING CRITERIA


		1.	[Name of Reporting Servicer] (the “Reporting Servicer”) is responsible for assessing
compliance with the servicing criteria applicable to it under paragraph (d) of Item 1122 of Regulation AB, as of and for the 12-month
period ending December 31, 20[__] (the “Reporting Period”), as set forth in Exhibit L to the Trust and Servicing
Agreement. The transactions covered by this report include asset-backed securities transactions for which the Reporting Servicer
acted as [a Servicer, special servicer, trustee, certificate administrator] involving commercial mortgage loans [other than
__________________*] (the “Platform”);



The Reporting Servicer has engaged certain
vendors, which are not servicers as defined in Item 1101(j) of Regulation AB (the “Vendors”) to perform specific,
limited or scripted activities, and the Reporting Servicer elects to take responsibility for assessing compliance with the servicing
criteria or portion of the servicing criteria applicable to such Vendors’ activities as set forth on Schedule A;


Except as set forth in paragraph 4 below,
the Reporting Servicer used the criteria set forth in paragraph (d) of Item 1122 of Regulation AB to assess the compliance with
the applicable servicing criteria;


The criteria listed in the column titled
“Inapplicable Servicing Criteria” on Schedule A hereto are inapplicable to the Reporting Servicer based on the activities
it performs, directly or through its Vendors, with respect to the Platform;


The Reporting Servicer has complied,
in all material respects, with the applicable servicing criteria as of December 31, 20[__] and for the Reporting Period with respect
to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified
and is not aware of any material instance of noncompliance by the Vendors with the applicable servicing criteria as of December
31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on Schedule B hereto];


The Reporting Servicer has not identified
any material deficiency in its policies and procedures to monitor the compliance by the Vendors with the applicable servicing criteria
as of December 31, 20[__] and for the Reporting Period with respect to the Platform taken as a whole[, except as described on
Schedule B hereto]; and





 



** Describe
any permissible exclusions, including those permitted under telephone interpretation 17.04 (i.e. transactions registered prior
to compliance with Regulation AB, transactions involving an offer and sale of asset backed securities that were not required to
be issued), if applicable.






     Exhibit Z-1


     


    

[____], a registered public accounting
firm, has issued an attestation report on the Reporting Servicer’s assessment of compliance with the applicable servicing
criteria for the Reporting Period.


[Date of Certification]


 





	 	[NAME OF REPORTING SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 








     Exhibit Z-2


     


    

EXHIBIT AA-1


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY SERVICER


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ,
issued pursuant to the Trust and Servicing Agreement dated as of September 6, 2019 (the “Trust and Servicing Agreement”),
among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate
Administrator.___________________________



I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Servicer
in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Servicer in accordance with the
Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period
covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”) (such information provided by the
Servicer, collectively, the “Servicer Periodic Information”);


2.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, the Servicer Periodic Information, taken
as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by
the Form 10-K;


3.       Based
on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special servicer
backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information required
to be provided by the Servicer under the Trust and Servicing Agreement for inclusion in






     Exhibit AA-1-1


     


    

the Reports for the period covered by the
Form 10-K is included in the Servicer Periodic Information;


4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Servicer under the Trust
and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Servicer compliance statement
required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Servicer Periodic Information, the Servicer has fulfilled its obligations under the
Trust and Servicing Agreement in all material respects;


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating to the
Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct a review in compliance
with the standards for attestation engagements issued or adopted by the PCAOB; and


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Servicer or any
Servicing Function Participant retained by the Servicer (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is fairly stated in all material
respects.


This Certification
is being signed by me as an officer of the Servicer responsible for reviewing the activities performed by the Servicer under the
Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:



 






     Exhibit AA-1-2


     


    

EXHIBIT AA-2


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY SPECIAL SERVICER


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ,
issued pursuant to the Trust and Servicing Agreement dated as of September 6, 2019 (the “Trust and Servicing Agreement”),
among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate
Administrator.___________________________



I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


1.       I
(or Servicing Officers under my supervision) have reviewed the servicing and other information required to be provided by the Special
Servicer in accordance with the Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended
December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special Servicer in accordance
with the Trust and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of
the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided
by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


2.       Based
on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


3.       Based
on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Trust and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer Periodic Information;






     Exhibit AA-2-1


     


    

4.       I
(or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer under
the Trust and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special Servicer’s
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and except as disclosed in the Special Servicer Periodic Information, the Special Servicer has
fulfilled its obligations under the Trust and Servicing Agreement in all material respects;


5.       The
accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing Criteria
in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information relating
to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to conduct
a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


6.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special Servicer
or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”) and
their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and
Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act
Rules 13a-18 and 15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance
with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria
is fairly stated in all material respects.


This Certification
is being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Trust and Servicing Agreement.





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:







     Exhibit AA-2-2


     


    

EXHIBIT AA-3


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY CERTIFICATE ADMINISTRATOR


		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ,
issued pursuant to the Trust and Servicing Agreement dated as of September 6, 2019 (the “Trust and Servicing Agreement”),
among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate
Administrator. 



I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


1.       I
(or an officer under my supervision) have reviewed the annual report on Form 10-K for the period ended December 31, 20[__] (the
“Form 10-K”) and all reports on Form 10-D and Form 8-K filed in respect of the period covered by the Form 10-K
(collectively, with the Form 10-K, the “Reports”);


2.       Based
on my knowledge, the Reports, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading
with respect to the period covered by the Form 10-K;


3.       Based
on my knowledge, all of the distribution and other information required to be provided by the Certificate Administrator under the
Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Reports and
all of the distribution, servicing and other information provided to the Certificate Administrator by the Trustee, the Servicer
and the Special Servicer under the Trust and Servicing Agreement for inclusion in the Reports for the period covered by the Form
10-K is included in the Reports;


4.       I
(or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator under
the Trust and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate Administrator
compliance statement required to be delivered under Article 13 of the Trust and Servicing Agreement for inclusion in the Form 10-K
under Item 1123 of Regulation AB, and






     Exhibit AA-3-1


     


    

except as disclosed in the Reports, the Certificate Administrator has fulfilled its obligations
under the Trust and Servicing Agreement in all material respects; and


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate Administrator
or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required to be included
in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an
exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed in the Form 10-K
and such assessment of compliance is fairly stated in all material respects.


This Certification
is being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the
Certificate Administrator under the Trust and Servicing Agreement.


 





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 


 







     Exhibit AA-3-2


     


    

EXHIBIT AA-4


FORM OF CERTIFICATION TO BE PROVIDED
TO DEPOSITOR BY TRUSTEE


SG Commercial Mortgage Securities, LLC

245 Park Avenue

New York, New York 10167

Attention: Jim Barnard


		Re:	SG Commercial Mortgage Securities Trust 2019-PREZ, Commercial Mortgage Pass-Through Certificates, Series 2019-PREZ,
issued pursuant to the Trust and Servicing Agreement dated as of September 6, 2019 (the “Trust and Servicing Agreement”),
among SG Commercial Mortgage Securities, LLC, as Depositor, KeyBank National Association, as Servicer, AEGON USA Realty Advisors,
LLC, as Special Servicer, Wells Fargo Bank, National Association, as Trustee, and Wells Fargo Bank, National Association, as Certificate
Administrator.



I, [identity of certifying
individual], hereby certify to the Depositor and each Other Depositor and their respective officers, directors and Affiliates (collectively,
the “Certification Parties”) as follows, with the knowledge and intent that the Certification Parties will rely
on this Certification in connection with the certification concerning the Trust or trust related to an Other Securitization, as
applicable, to be signed by an officer of the Depositor or Other Depositor, as applicable, and submitted to the Securities and
Exchange Commission pursuant to the Sarbanes-Oxley Act of 2002:


1.       I
(or officers under my supervision) have reviewed the information required to be provided by the Trustee in accordance with the
Trust and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Trust and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K of
the Trust (collectively with the Form 10-K, the “Reports”) (such information provided by the Trustee, collectively,
the “Trustee Periodic Information”);


2.       Based
on my knowledge, the Trustee Periodic Information, taken as a whole, does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


3.       Based
on my knowledge, all information required to be provided by the Trustee under the Trust and Servicing Agreement for inclusion in
the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


4.       I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Trust and Servicing
Agreement, and based on my






     Exhibit AA-4-1


     


    

knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article 13 of the Trust and Servicing Agreement required for inclusion in the Form 10-K under Item 1123 of
Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under the
Trust and Servicing Agreement in all material respects; and


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Trust and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Trust and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


This Certification
is being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the
Trust and Servicing Agreement.





	Dated:	 	 	 
	 	 	 	 
	 	 	 	Name:
	 	 	 	Title:


 


     Exhibit AA-4-2