Exhibit
4.4


 


EXECUTION
VERSION




	 



 


CCRE
COMMERCIAL MORTGAGE SECURITIES, L.P.,
 Depositor,

 

KEYBANK NATIONAL ASSOCIATION,
 Master Servicer,

 

LNR PARTNERS, LLC and 
 KEYBANK NATIONAL ASSOCIATION, 
each as a Special Servicer as described herein,

 

CITIBANK, N.A.,
 Trustee,

 

CITIBANK, N.A.,
 Certificate Administrator, Paying Agent and Custodian,

 

PARK BRIDGE LENDER SERVICES LLC,
 Operating Advisor,

 

and

 

PARK
BRIDGE LENDER SERVICES LLC,
 Asset Representations Reviewer 

 


 



 

POOLING AND SERVICING AGREEMENT
 Dated as of October 1, 2019

 


 



 

CF 2019-CF2 Mortgage Trust
 Commercial Mortgage Pass-Through Certificates,
 Series 2019-CF2





	 


 


     


     


    

 


TABLE
OF CONTENTS 

 

Page

 

ARTICLE I

 

DEFINITIONS

 

	
Section 1.01

	
Defined Terms

	
10


	
Section 1.02

	
Certain Calculations

	
146


	
Section 1.03

	
Certain Constructions

	
151


	
Section 1.04

	
Certain Matters Relating to the Non-Serviced Mortgage Loans

	
152




 

ARTICLE II

 

CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOAN; 

ORIGINAL ISSUANCE OF CERTIFICATES

 

	
Section 2.01

	
Conveyance of Mortgage Loans and Trust Subordinate Companion Loan; Assignment of Mortgage Loan Purchase Agreements

	
153


	
Section 2.02

	
Cooperation with the Mortgage Loan Sellers with Respect to Rights Under Loan Agreements

	
159


	
Section 2.03

	
Acceptance by Custodian and the Trustee

	
160


	
Section 2.04

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

	
162


	
Section 2.05

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

	
179


	
Section 2.06

	
Execution and Delivery of Certificates; Issuance of Trust Subordinate Loan Regular Interests and Lower-Tier Regular Interests

	
187


	
Section 2.07

	
Miscellaneous REMIC and Grantor Trust Provisions

	
188




 

ARTICLE III

 

ADMINISTRATION AND SERVICING 

OF THE TRUST FUND

 


	
Section 3.01

	
The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Trust Subordinate Companion Loan and the Serviced Companion Loans

	
189


	
Section 3.02

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

	
195


	
Section 3.03

	
Collection of Mortgage Loan and Serviced Companion Loan Payments

	
195


	
Section 3.04

	
Collection of Taxes, Assessments and Similar Items; Escrow Accounts

	
196


	
Section 3.05

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

	
199


	
Section 3.06

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

	
208






    -i- 


     


    

 


TABLE OF CONTENTS 

(continued) 

Page

 

	
Section 3.07

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

	
232


	
Section 3.08

	
Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage

	
234


	
Section 3.09

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

	
239


	
Section 3.10

	
Appraisals; Realization upon Defaulted Loans

	
246


	
Section 3.11

	
Custodian to Cooperate; Release of Mortgage Files

	
253


	
Section 3.12

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

	
254


	
Section 3.13

	
Reports to the Certificate Administrator; Collection Account Statements

	
263


	
Section 3.14

	
Access to Certain Documentation

	
271


	
Section 3.15

	
Title and Management of REO Properties and REO Accounts

	
279


	
Section 3.16

	
Sale of Specially Serviced Loans and REO Properties

	
284


	
Section 3.17

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

	
290


	
Section 3.18

	
Authenticating Agent

	
293


	
Section 3.19

	
Appointment of Custodians

	
294


	
Section 3.20

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

	
295


	
Section 3.21

	
Servicing Advances

	
295


	
Section 3.22

	
Appointment and Replacement of Special Servicer

	
300


	
Section 3.23

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

	
307


	
Section 3.24

	
Special Instructions for the Master Servicer and/or Special Servicer

	
314


	
Section 3.25

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

	
315


	
Section 3.26

	
Modification, Waiver, Amendment and Consents

	
316


	
Section 3.27

	
Certain Intercreditor Matters Relating to the Serviced Whole Loans

	
323


	
Section 3.28

	
Directing Holder Contact with the Master Servicer and the Special Servicer

	
327


	
Section 3.29

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

	
327


	
Section 3.30

	
Rating Agency Confirmation

	
331


	
Section 3.31

	
Appointment and Duties of the Operating Advisor.

	
334


	
Section 3.32

	
Delivery of Excluded Information to the Certificate Administrator.

	
342


	
Section 3.33

	
Trust Subordinate Companion Loan

	
342


	
Section 3.34

	
Litigation Control

	
343




 


    -ii- 


     


    

 

TABLE OF CONTENTS 

(continued) 

Page

 

ARTICLE IV

 

DISTRIBUTIONS TO CERTIFICATEHOLDERS

 

	
Section 4.01

	
Distributions

	
347


	
Section 4.02

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

	
361


	
Section 4.03

	
Compliance with Withholding Requirements

	
375


	
Section 4.04

	
REMIC Compliance

	
375


	
Section 4.05

	
Imposition of Tax on the Trust Fund

	
378


	
Section 4.06

	
Remittances

	
379


	
Section 4.07

	
P&I Advances

	
380


	
Section 4.08

	
Appraisal Reductions; Collateral Deficiency Amounts

	
386


	
Section 4.09

	
Grantor Trust Reporting

	
390


	
Section 4.10

	
Secure Data Room

	
392




 

ARTICLE V

 

THE CERTIFICATES

 

	
Section 5.01

	
The Certificates

	
393


	
Section 5.02

	
Registration, Transfer and Exchange of Certificates

	
398


	
Section 5.03

	
Mutilated, Destroyed, Lost or Stolen Certificates

	
409


	
Section 5.04

	
Appointment of Paying Agent

	
409


	
Section 5.05

	
Access to Certificateholders’ Names and Addresses; Special Notices

	
409


	
Section 5.06

	
Actions of Certificateholders

	
410


	
Section 5.07

	
Rule 144A Information

	
411


	
Section 5.08

	
Voting Procedures.

	
411




 

ARTICLE VI

 

THE DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE 
DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE 
OPERATING ADVISOR AND THE ASSET REPRESENTATIONS REVIEWER

 


	
Section 6.01

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

	
413


	
Section 6.02

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

	
413


	
Section 6.03

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

	
414


	
Section 6.04

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

	
417




 


    -iii- 


     


    

TABLE OF CONTENTS 

(continued) 

Page

 

	
Section 6.05

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

	
 419


	
Section 6.06

	
The Master Servicer or Special Servicer as Owners of a Certificate

	
420


	
Section 6.07

	
The Directing Holder and the Risk Retention Consultation Party

	
420


	
Section 6.08

	
Rights of Non-Directing Holders

	
425




 

ARTICLE VII

 

SERVICER AND OPERATING ADVISOR TERMINATION

 

	
Section 7.01

	
Servicer Termination Events

	
426


	
Section 7.02

	
Trustee to Act; Appointment of Successor

	
434


	
Section 7.03

	
Notification to Certificateholders and Other Persons

	
435


	
Section 7.04

	
Other Remedies of Trustee

	
436


	
Section 7.05

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

	
436


	
Section 7.06

	
Trustee as Maker of Advances

	
437


	
Section 7.07

	
Termination of the Operating Advisor

	
437




 

ARTICLE VIII

 

CONCERNING THE TRUSTEE AND CERTIFICATE ADMINISTRATOR

 

	
Section 8.01

	
Duties of Trustee and Certificate Administrator

	
440


	
Section 8.02

	
Certain Matters Affecting the Trustee and the Certificate Administrator

	
442


	
Section 8.03

	
Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans

	
445


	
Section 8.04

	
Trustee and Certificate Administrator May Own Certificates

	
447


	
Section 8.05

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

	
447


	
Section 8.06

	
Eligibility Requirements for Trustee and Certificate Administrator

	
450


	
Section 8.07

	
Resignation and Removal of Trustee and Certificate Administrator

	
451


	
Section 8.08

	
Successor Trustee and Certificate Administrator

	
453


	
Section 8.09

	
Merger or Consolidation of Trustee or Certificate Administrator

	
454


	
Section 8.10

	
Appointment of Co-Trustee or Separate Trustee

	
454




 


ARTICLE IX

 

TERMINATION

 

	
Section 9.01

	
Termination

	
456




 

ARTICLE X

 

EXCHANGE ACT REPORTING AND REGULATION AB COMPLIANCE

 

	
Section 10.01

	
Intent of the Parties; Reasonableness

	
464





    -iv- 


     


    

 


TABLE OF CONTENTS 

(continued) 

Page

 

	
Section 10.02

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

	
465


	
Section 10.03

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

	
467


	
Section 10.04

	
Information to be Provided by the Trustee

	
467


	
Section 10.05

	
Filing Obligations

	
468


	
Section 10.06

	
Form 10-D and ABS-EE Filings

	
469


	
Section 10.07

	
Form 10-K Filings

	
474


	
Section 10.08

	
Sarbanes-Oxley Certification

	
478


	
Section 10.09

	
Form 8-K Filings

	
479


	
Section 10.10

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

	
480


	
Section 10.11

	
Annual Compliance Statements

	
481


	
Section 10.12

	
Annual Reports on Assessment of Compliance with Servicing Criteria

	
482


	
Section 10.13

	
Annual Independent Public Accountants’ Servicing Report

	
485


	
Section 10.14

	
Exchange Act Reporting Indemnification

	
486


	
Section 10.15

	
Amendments

	
489


	
Section 10.16

	
Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods

	
489


	
Section 10.17

	
Termination of the Certificate Administrator

	
490




 

ARTICLE XI

  

THE ASSET REPRESENTATIONS REVIEWER

 


	
Section 11.01

	
Asset Review

	
491


	
Section 11.02

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

	
497


	
Section 11.03

	
Resignation of the Asset Representations Reviewer

	
498


	
Section 11.04

	
Restrictions of the Asset Representations Reviewer

	
499


	
Section 11.05

	
Termination of the Asset Representations Reviewer

	
499




 

ARTICLE XII

 

MISCELLANEOUS PROVISIONS

 

	
Section 12.01

	
Counterparts

	
502


	
Section 12.02

	
Limitation on Rights of Certificateholders

	
502


	
Section 12.03

	
Governing Law

	
503


	
Section 12.04

	
Waiver of Jury Trial; Consent to Jurisdiction

	
504


	
Section 12.05

	
Notices

	
504


	
Section 12.06

	
Severability of Provisions

	
512


	
Section 12.07

	
Notice to the Depositor and Each Rating Agency

	
512


	
Section 12.08

	
Amendment

	
514


	
Section 12.09

	
Confirmation of Intent

	
519





    -v- 


     


    

 


TABLE OF CONTENTS 

(continued) 

Page

 


	
Section 12.10

	
No Intended Third-Party Beneficiaries

	
519


	
Section 12.11

	
Entire Agreement

	
519


	
Section 12.12

	
Third Party Beneficiaries

	
520






    -vi- 


     


    

TABLE OF EXHIBITS

 

	
Exhibit A-1

	
Form of Class A-1 Certificate


	
Exhibit A-2

	
Form of Class A-2 Certificate


	
Exhibit A-3

	
Form of Class A-SB Certificate


	
Exhibit A-4

	
Form of Class A-3 Certificate


	
Exhibit A-5

	
Form of Class A-4 Certificate


	
Exhibit A-6

	
Form of Class A-5 Certificate


	
Exhibit A-7

	
Form of Class X-A Certificate


	
Exhibit A-8

	
Form of Class X-B Certificate


	
Exhibit A-9

	
Form of Class A-S Certificate


	
Exhibit A-10

	
Form of Class B Certificate


	
Exhibit A-11

	
Form of Class C Certificate


	
Exhibit A-12

	
Form of Class D Certificate


	
Exhibit A-13

	
Form of Class E Certificate


	
Exhibit A-14

	
Form of Class F Certificate


	
Exhibit A-15

	
Form of Class G Certificate


	
Exhibit A-16

	
Form of Class X-D Certificate


	
Exhibit A-17

	
Form of Class X-F Certificate


	
Exhibit A-18

	
Form of Class X-G Certificate


	
Exhibit A-19

	
Form of Class S Certificate


	
Exhibit A-20

	
Form of Class R Certificate


	
Exhibit A-21

	
Form of Class NR-RR Certificate


	
Exhibit A-22

	
Form of Class SWA Certificate


	
Exhibit A-23

	
Form of Class SWC Certificate


	
Exhibit A-24

	
Form of Class SWD Certificate


	
Exhibit A-25

	
Form of Class SWE Certificate


	
Exhibit A-26

	
Form of Class SWRR Certificate


	
Exhibit A-27

	
Form of Class SWX1 Certificate


	
Exhibit A-28

	
Form of Class SWX2 Certificate


	
Exhibit B

	
Mortgage Loan Schedule


	
Exhibit C-1

	
Form of Transferee Affidavit


	
Exhibit C-2

	
Form of Transferor Letter


	
Exhibit D-1

	
Form of Investment Representation Letter


	
Exhibit D-2

	
Form of ERISA Representation Letter


	
Exhibit D-3

	
Form of Transferee Certificate for Transfer of Class SWRR Certificates


	
Exhibit D-4

	
Form of Transferor Certificate for Transfer of Class SWRR Certificates


	
Exhibit E

	
Form of Request for Release


	
Exhibit F

	
Securities Legend


	
Exhibit G

	
Form of Regulation S Transfer Certificate


	
Exhibit H

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




	
Exhibit I

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





 






    - vii - 


     


    

 


	
Exhibit J

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


	
Exhibit K

	
Form of Distribution Date Statement


	
Exhibit L-1A

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


	
Exhibit L-1B

	
Form
of Investor Certification for Non-Borrower Party (for the Controlling Class Representative, a Controlling Class
Certificateholder, the Stanwix Controlling Class Representative and/or a Stanwix Controlling Class

Certificateholder)


	
Exhibit L-1C

	
Form of Investor Certification for Borrower Party (for Persons other than the

Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative, a Stanwix Controlling Class Certificateholder and/or the Risk Retention Consultation Party)


	
Exhibit L-1D

	
Form of Investor Certification for Borrower Party (for the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative and/or a Stanwix Controlling Class Certificateholder)


	
Exhibit L-1E

	
Form of Notice of Excluded Controlling Class Holder


	
Exhibit L-1F

	
Form of Notice of Excluded Controlling Class Holder to Certificate Administrator


	
Exhibit L-1G

	
Form of Certification of the Controlling Class Representative


	
Exhibit L-1H

	
Form of Certification of the Risk Retention Consultation Party


	
Exhibit L-1I

	
Form of Certification of the Stanwix Controlling Class Representative


	
Exhibit L-2

	
Form of Financial Market Publisher Certification


	
Exhibit M

	
Form of Notification from Custodian


	
Exhibit N-1

	
Form of Closing Date Custodian Certification


	
Exhibit N-2

	
Form of Post-Closing Custodian Certification


	
Exhibit O

	
Form of Trustee Backup Certification


	
Exhibit P

	
Form of Custodian Backup Certification


	
Exhibit Q

	
Form of Certificate Administrator Backup Certification


	
Exhibit R

	
Form of Operating Advisor Backup Certification


	
Exhibit S

	
Form of Asset Representations Reviewer Backup Certification


	
Exhibit T

	
Form of Master Servicer Backup Certification


	
Exhibit U

	
Form of Special Servicer Backup Certification


	
Exhibit V

	
Form of Sub-Servicer Backup Certification


	
Exhibit W

	
Form of Sarbanes Oxley Certification


	
Exhibit X

	
Mortgage Loan Seller Sub-Servicers


	
Exhibit Y

	
List of Mortgage Loans for the purpose of clause (c) of the definition of “Special Servicer Decision”


	
Exhibit Z

	
Form of NRSRO Certification


	
Exhibit AA-1

	
Form of Transferor Certificate for Transfer of the Excess Servicing Fee Rights


	
Exhibit AA-2

	
Form of Transferee Certificate for Transfer of the Excess Servicing Fee


	
 

	
Rights


	
Exhibit BB-1

	
Form of Operating Advisor General Annual Report





    - viii - 


     


    

	
Exhibit BB-2

	
Form of Operating Advisor Stanwix Annual Report


	
Exhibit CC

	
Additional Disclosure Notification


	
Exhibit DD

	
Form of Power of Attorney to the Master Servicer and Special Servicer


	
Exhibit EE

	
Form of Non-Serviced Mortgage Loan Notification


	
Exhibit FF

	
Additional Disclosure Notification (Accounts)


	
Exhibit GG

	
Form of Additional Indebtedness Notification


	
Exhibit HH

	
Asset Review Report


	
Exhibit II

	
Asset Review Report Summary


	
Exhibit JJ

	
Asset Review Procedures


	
Exhibit KK

	
Form of Certification to Certificate Administrator Requesting Access to


	
 

	
Secure Data Room


	
Exhibit LL

	
Form of Notice of [Additional Delinquent Loan] [Cessation of Delinquent


	
 

	
Loan] [Cessation of Asset Review Trigger]


	
Exhibit MM

	
Form of Certificate Administrator Receipt in Respect of Class SWRR


	
 

	
Certificates in Retained Interest Safekeeping Account




 


    - ix - 


     


    

TABLE OF SCHEDULES

 

	
Schedule I

	
Directing Holders


	
Schedule II

	
Servicing Criteria to be Addressed in Assessment of Compliance


	
Schedule III

	
Class A-SB Planned Principal Balance Schedule


	
Schedule IV

	
Additional Form 10-D Disclosure


	
Schedule V

	
Additional Form 10-K Disclosure


	
Schedule VI

	
Form 8-K Disclosure Information


	
Schedule VII

	
Initial Serviced Companion Loan Noteholders


	
Schedule VIII

	
Contact Information for the Other 17g-5 Information Provider





    - x - 


     


    

 

Pooling
and Servicing Agreement, dated as of October 1, 2019, between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank
National Association, as Master Servicer and as a Special Servicer solely with respect to The Stanwix Whole Loan, LNR Partners,
LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A., as Certificate Administrator, Paying Agent and Custodian,
Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge Lender LLC, as Asset Representations Reviewer.

 

PRELIMINARY
STATEMENT:

 

(Terms
used but not defined in this Preliminary Statement shall have
 the meanings specified in Article
I hereof)

 

The
Depositor intends to sell pass-through certificates to be issued hereunder in multiple Classes which in the aggregate will evidence
the entire beneficial ownership interest in the Trust Fund consisting primarily of the Mortgage Loans and the Trust Subordinate
Companion Loan. For income tax purposes alone, the Trust Fund will consist primarily of the Mortgage Loans, the Lower-Tier Regular
Interests, the Trust Subordinate Companion Loan and the Trust Subordinate Companion Loan Regular Interests, all as more fully
described below. 

 

Trust
Subordinate Companion Loan REMIC

 

The
Trust Subordinate Companion Loan REMIC will hold the Trust Subordinate Companion Loan (subject to the Stanwix Excess Liquidation
Proceeds Option) and certain other related assets subject to this Agreement, and will issue (i) the Class LSWA, Class LSWC, Class
LSWD, Class LSWE and Class LSWRR Interests, which are designated as classes of “regular interests” in the Trust Subordinate
Companion Loan REMIC (the “Trust Subordinate Companion Loan Regular Interests”), and (ii) the Trust Subordinate
Companion Loan Residual Interest, which is designated as the sole class of “residual interests” in the Trust Subordinate
Companion Loan REMIC and is represented by the Class R Certificates. 

 




The Holders of the Loan-Specific
Certificates shall only be entitled to receive distributions in respect of, and shall only incur losses with respect to, the Trust
Subordinate Companion Loan, which is not part of the Mortgage Pool backing the Pooled Certificates. No Class of Pooled Certificates
has an interest in the Trust Subordinate Companion Loan.


 


The following table sets
forth the Class designation, the per annum rate at which interest will accrue on, and the original Trust Subordinate Companion
Loan REMIC Principal Balance of, each Trust Subordinate Companion Loan Regular Interest.


      


     


    
 

	Designation
of Trust Subordinate

Companion Loan Regular

Interest 

	 

	Pass-Through
Rate

	 

	Original
Trust Subordinate

Companion Loan REMIC

Principal Balance 


	Class
LSWA

	 

	(1)

	 	$10,200,000
	Class
LSWC

	 

	(1)

	 	$5,890,000
	Class
LSWD

	 

	(1)

	 	$6,190,000
	Class
LSWE

	 

	(1)

	 	$5,720,000
	Class
LSWRR

	 

	(1)

	 	$2,000,000


 

 






(1)          
Each Trust Subordinate Companion Loan Regular Interest will accrue interest at the Net Mortgage Rate on the Trust Subordinate
Companion Loan in effect from time to time.

 

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

 

Lower-Tier
REMIC

 

The
Lower-Tier REMIC will hold the Mortgage Loans (exclusive of any Excess Interest) and certain other related assets subject to this
Agreement, and will issue (i) the Class LA-1, Class LA-2, Class LA-SB, Class LA-3, Class LA-4, Class LA-5, Class LA-S, Class LB,
Class LC, Class LD, Class LE, Class LF, Class LG and Class LNR-RR Interests, which are designated as classes of “regular
interests” in the Lower-Tier REMIC (the “Lower-Tier Regular Interests”), and (ii) the Lower-Tier Residual
Interest, which is designated as the sole class of “residual interests” in the Lower-Tier REMIC and is represented
by the Class R Certificates. The Lower-Tier REMIC will not hold the Trust Subordinate Companion Loan or interests in the Trust
Subordinate Companion Loan REMIC.

 

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


 

	Designation
of

Lower-Tier

Regular Interest 

	 

	Pass-Through

Rate 

	 

	Original
Lower-

Tier Principal

Balance 


	 	 	 	 	 
	Class
LA-1

	 

	(1)

	 

	$20,649,000


	Class
LA-2

	 

	(1)

	 

	$40,987,000


	Class
LA-SB

	 

	(1)

	 

	$28,718,000


	Class
LA-3

	 

	(1)

	 

	$39,556,500


	Class
LA-4

	 

	(1)

	 

	$214,000,000


	Class
LA-5

	 

	(1)

	 

	$218,123,500


	LA-S

	 

	(1)

	 

	$67,243,000





    - 2 -


     


    

	LB

	 

	(1)

	 

	$36,131,000


	LC

	 

	(1)

	 

	$37,134,000


	LD

	 

	(1)

	 

	$24,087,000


	LE

	 

	(1)

	 

	$18,066,000


	LF

	 

	(1)

	 

	$19,069,000


	LG

	 

	(1)

	 

	$8,029,000


	LNR-RR

	 

	(1)

	 

	$31,113,052




 


 








	(1)

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




 

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

 

Upper
Tier REMIC

 

The
Upper-Tier REMIC will hold the Trust Subordinate Companion Loan Regular Interests, the Lower-Tier Regular Interests and certain
other related assets subject to this Agreement and will issue (i) the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4,
Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class
G, Class NR-RR, Class SWA, Class SWC, Class SWD, Class SWE, Class SWX1 and Class SWX2 Certificates and the Class SWRR Upper-Tier
Regular Interest, which are designated as classes of “regular interests” in the Upper-Tier REMIC and (ii) the Upper-Tier
Residual Interest, which is designated as the sole class of “residual interests” in the Upper-Tier REMIC, and is represented
by the Class R Certificates. The Class SWRR Certificates will represent ownership of the Class SWRR Regular Interest and will
also represent ownership of an interest in the Stanwix Excess Liquidation Proceeds Option. The Stanwix Excess Liquidation Proceeds
Option will not be held by any Trust REMIC, and will be held by the Trustee outside of the Trust REMICs in trust for the benefit
of the Holders of the Class SWRR Certificates pursuant to Section 2.01(a) hereof.

 

The
following table sets forth the Class designation, the initial Certificate Balance or initial Notional Amount, as applicable, and
approximate initial Pass-Through Rate for each Class of Regular Certificates.

 



	Class
Designation


	 

	Initial
Certificate

Balance or

Notional Amount


	 

	Approximate


Initial Pass-

Through Rate (per 

annum)



	 	 	 	 	 
	Class A-1

	 

	$20,649,000

	 

	2.04760%


	Class A-2

	 

	$40,987,000

	 

	2.84460%


	Class A-SB

	 

	$28,718,000

	 

	2.81650%


	Class A-3

	 

	$39,556,500

	 

	2.64660%


	Class A-4

	 

	$214,000,000

	 

	2.62360%


	Class A-5

	 

	$218,123,500

	 

	2.87440%





    - 3 -


     


    

	Class X-A

	 

	$562,034,000(1)

	 

	1.37560%


	Class X-B

	 

	$140,508,000(1)

	 

	0.76850%


	Class X-D

	 

	$42,153,000(1)

	 

	1.60290%


	Class X-F

	 

	$19,069,000(1)

	 

	1.10290%


	Class X-G

	 

	$8,029,000(1)

	 

	1.10290%


	Class A-S

	 

	$67,243,000

	 

	3.11630%


	Class B

	 

	$36,131,000

	 

	3.26720%


	Class C

	 

	$37,134,000

	 

	3.79470%


	Class D

	 

	$24,087,000

	 

	2.50000%


	Class E

	 

	$18,066,000

	 

	2.50000%


	Class F

	 

	$19,069,000

	 

	3.00000%


	Class G

	 

	$8,029,000

	 

	3.00000%


	Class NR-RR

	 

	$31,113,052

	 

	4.10290%


	Class SWA

	 

	$10,200,000

	 

	3.92360%


	Class SWC

	 

	$5,890,000

	 

	3.83590%


	Class SWD

	 

	$6,190,000

	 

	4.52350%


	Class SWE

	 

	$5,720,000

	 

	5.37610%


	Class SWRR(2)

	 

	$2,000,000

	 

	5.37610%


	Class SWX1

	 

	$10,200,000(1)

	 

	1.45250%


	Class SWX2

	 

	$12,080,000(1)

	 

	1.18790%


	 

	 

	 

	 

	 







________________________________ 

(1)       
The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates do not have Certificate Balances;
rather, each such Class of Certificates will accrue interest as provided herein on the related Notional Amount.

 

(2)       
The Class SWRR Certificates will represent ownership of an interest in the Class SWRR Upper-Tier Regular Interest and will also
represent ownership of an interest in the Stanwix Excess Liquidation Proceeds Option.        


 

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

 

The
following table sets forth, with respect to each Class of Principal Balance Certificates, (i) either the corresponding Lower-Tier
Regular Interest (the “Corresponding Lower-Tier Regular Interest”) in the case of a Class of Pooled Principal
Balance Certificates or the corresponding Trust Subordinate Companion Loan Regular Interest (the “Corresponding Trust
Subordinate Companion Loan Regular Interest”) in the case of a Class of Loan-Specific Principal Balance Certificates,
as applicable, and (ii) the corresponding Class X Component (the “Corresponding Component”). Each Class of
Principal Balance Certificates constitutes the “Corresponding Certificates” with respect to each of the Corresponding
Lower-Tier Regular Interest or Corresponding Trust Subordinate Companion Loan Regular Interest, as applicable, and the Corresponding
Component (if any) for that Class. 

 


    - 4 -


     


    
 

	Class

Designation 

	 

	Corresponding
Lower-Tier Regular Interests or Corresponding Trust Subordinate Companion Loan Regular Interests(1)

	 

	Corresponding

Component(1)


	 	 	 	 	 
	Class
A-1

	 

	LA-1

	 

	XA-1


	Class
A-2

	 

	LA-2

	 

	XA-2


	Class
A-SB

	 

	LA-SB

	 

	XA-SB


	Class
A-3

	 

	LA-3

	 

	XA-3


	Class
A-4

	 

	LA-4

	 

	XA-4


	Class
A-5

	 

	LA-5

	 

	XA-5


	Class
A-S

	 

	LA-S

	 

	XA-S


	Class
B

	 

	LB

	 

	XB


	Class
C

	 

	LC

	 

	XC


	Class
D

	 

	LD

	 

	XD


	Class
E

	 

	LE

	 

	XE


	Class
F

	 

	LF

	 

	XF


	Class
G

	 

	LG

	 

	XG






	Class
NR-RR

	 

	LNR-RR

	 

	N/A


	Class
SWA

	 

	LSWA

	 

	XSWA


	Class
SWC

	 

	LSWC

	 

	XSWC


	Class
SWD

	 

	LSWD

	 

	XSWD


	Class
SWE

	 

	LSWE

	 

	N/A


	Class
SWRR

	 

	LSWRR

	 

	N/A




 




 


 






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

 

Grantor
Trust

 

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


    - 5 -


     


    
 

Risk
Retention

 

Pooled
Certificates

 

Starwood
Mortgage Capital LLC is the “retaining sponsor” (as defined in the Credit Risk Retention Rules) for the securitization
transaction constituted by the securitization of the Mortgage Loans and the issuance of the Pooled Certificates. Starwood Conduit
CMBS Vertical Retention I LLC, a “majority-owned affiliate” (as defined in the Credit Risk Retention Rules) of Starwood
Mortgage Capital LLC, is purchasing from the Underwriters or the Initial Purchasers, as the case may be, Pooled Certificates representing
at least 4.1070% of the Certificate Balance or the Notional Amount, as applicable, of each Class of Pooled Regular Certificates,
and at least a 4.1070% Percentage Interest in the Class S Certificates (collectively, the “VRR Interest”).

 

Starwood
CMBS Horizontal Retention CF 2019-CF2 LLC, another “majority-owned affiliate” (as defined in the Credit Risk Retention
Rules) of Starwood Mortgage Capital LLC, is purchasing from the Initial Purchasers the remaining portion of the Class NR-RR Certificates
(in general, all of the Class NR-RR Certificates minus the portion thereof that constitutes part of the VRR Interest) with an
initial Certificate Balance of $29,835,000 (the “HRR Interest”).

 

Loan-Specific
Certificates

 

Cantor
Commercial Real Estate Lending, L.P. will be the “retaining sponsor” (as such term is defined in the Credit Risk Retention
Rules) (the “Stanwix Retaining Sponsor”) for the securitization transaction constituted by the securitization
of the Trust Subordinate Companion Loan and the issuance of the Loan-Specific Certificates. The Stanwix Retaining Sponsor
will satisfy its risk retention requirements under the Credit Risk Retention Rules with respect to such securitization by a third
party purchaser (the “Stanwix Retaining Third Party Purchaser”), which will be Axonic RR Fund LLC, a Delaware
limited liability company, purchasing, on the Closing Date for cash, and holding for its own account an “eligible horizontal
residual interest” (as defined in the Credit Risk Retention Rules) that will consist of the Class SWRR Certificates having
a fair value equal to at least 5.0% of the aggregate fair value of all Loan-Specific Certificates, as of the Closing Date.


    - 6 -


     


    
 

Whole
Loans

 

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


    - 7 -


     


    
 

	Loan
No. 

	Whole
Loan

	Type

	Non-Serviced
PSA

	Non-Serviced
Primary Servicing Fee Rate

	Date
of Co-Lender Agreement

	Mortgage
Loan

	Pari
Passu Companion Loan(s)

	Subordinate
Companion Loan(s)

	Control
Note


	1

	GNL
Office and Industrial Portfolio

	Serviced

	N/A

	N/A

	September
12, 2019

	Notes

 A-1, A-7

	Notes

 A-2, A-3, A-4, A-5, A-6, A-8 

	N/A

	Note
A-1


	2

	Uline
Arena

	Non-Serviced

	CD
2019-CD8 PSA

	0.00125%

	July
29, 2019

	Notes
A-2, A-3, A-4, A-5

	Notes
A-1, A-6, A-7

	N/A

	Note
A-1


	3

	Ocean
Edge Resort & Golf Club

	Serviced

	N/A

	N/A

	September
6, 2019

	Note
A-1 

	Note
A-2

	N/A

	Note
A-1


	4

	Inland
Life Storage Portfolio

	Serviced

	N/A

	N/A

	July
2, 2019

	Note
A-1-A 

	Notes
A-1-B, A-1-C, A-2-A, A-2-B

	N/A

	Note
A-1-A


	5

	Bushwick
Avenue Portfolio

	Serviced

	N/A

	N/A

	August
9, 2019

	Note
A-1

	Notes
A-2, A-3, A-4, A-5

	N/A

	Note
A-1


	7

	The
Stanwix

	Serviced

	N/A

	N/A

	October
17, 2019

	Note
A 

	N/A

	Note
B(1)

	Note
B(1)


	8

	Hilton
Portfolio

	Serviced

	N/A

	N/A

	August
9, 2019

	Note
A-1 

	Notes
A-2, A-3

	N/A

	Note
A-1


	10

	Grand
Canal Shoppes

	Non-Serviced

	MSC
2019-H7 PSA

	0.00250%

	July
3, 2019

	Note
A-3-4

	Notes
A-1-1, A-1-2, A-1-3, 

A-1-4,
A-1-5, A-1-6, A-1-7, A-1-8, A-2-1, A-2-2-1, A-2-2-2 A-2-3, A-2-4, A-2-5,

A-3-1,
A-3-2, A-3-3, A-3-5, A-4-1, A-4-2, A-4-3, A-4-4, 

A-4-5

	Note

 B

	Note
B(2)





    - 8 -


     


    
 

	12

	Woodlands
Mall

	Non-Serviced

	Benchmark
2019-B12 PSA

	0.00125%

	August
8, 2019

	Note
A-1-2

	Notes
A-1-1, A-2, A-3, A-4-1, A-4-2, A-5, A-6, A-7

	Note
B

	Note
B(3)


	15

	Beverly
Hills BMW

	Non-Serviced

	Benchmark
2019-B13 PSA

	0.00125%

	September
17, 2019

	Note

 A-2

	Notes
A-1, A-3

	N/A

	Note
A-1


	21

	Liberty
MA Portfolio

	Non-Serviced

	CD
2019-CD8 PSA

	0.00125%

	August
22, 2019

	Notes

 A-2, A-3

	Note
A-1

	N/A

	Note
A-1


	22

	The
Centre

	Non-Serviced

	Benchmark
2019-B12 PSA

	0.00125%

	July
29, 2019

	Note
A-2-2

	Notes
A-1, A-2-1

	Note
B-1

	Note
B-1(4)


	32

	Marriott
SpringHill Suites and Towneplace Suites

	Non-Serviced

	BBCMS
2019-C4 PSA

	0.00125%

	June
6, 2019

	Note
A-2

	Note
A-1

	N/A

	Note
A-1




 


 



 

	(1)

	Note
B is the Trust Subordinate Companion Loan included in the Trust, which will be the initial Control Note, so long as no Stanwix
Control Appraisal Period has occurred and is continuing. If and for so long as a Stanwix Control Appraisal Period has occurred
and is continuing, then the Control Note will be Note A, which is also included in the Trust.






	(2)

	With
respect to the Grand Canal Shoppes Whole Loan, the initial Control Note is Note B, so long as no “Control Appraisal Period”
(as defined in the related Co-Lender Agreement) has occurred and is continuing. If and for so long as such a “Control Appraisal
Period” has occurred and is continuing, then the Control Note will be the Note A-1-1. 






	(3)

	With
respect to the Woodlands Mall Whole Loan, the initial Control Note is Note B, so long as no “Control Appraisal Period”
(as defined in the related Co-Lender Agreement) has occurred and is continuing. If and for so long as such a “Control Appraisal
Period” has occurred and is continuing, then the Control Note will be the Note A-1-1.






	(4)

	With
respect to The Centre Whole Loan, the initial Control Note is Note B-1, so long as no “Control Appraisal Period” (as
defined in the related Co-Lender Agreement) has occurred and is continuing. If and for so long as such a “Control Appraisal
Period” has occurred and is continuing, then the Control Note will be the Note A-1.




 

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

 


    - 9 -


     


    
 

with
the related Non-Serviced PSA and the related Co-Lender Agreement on and after the related Servicing Shift Securitization Date.

 

The
Companion Loans are not part of the Trust Fund, but are each secured by the applicable Mortgage(s) that secure(s) the related
Mortgage Loan that is part of the Trust Fund. Amounts attributable to any Companion Loan will not be part of the Trust Fund, and
(except to the extent that such amounts are payable or reimbursable to any party to this Agreement) will be owned by the related
Companion Holders.

 

_____________

 

As
of the Cut-off Date, the Mortgage Loans have an aggregate Stated Principal Balance equal to approximately $802,906,053 and the
Trust Subordinate Companion Loan has a Stated Principal Balance equal to approximately $30,000,000. 

 

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

 

ARTICLE
I


 


DEFINITIONS

 

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

 

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

 

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

 

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

 

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

 

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

 

“AB
Control Appraisal Period”: With respect to any Serviced AB Whole Loans, the meaning assigned to the term “Control
Appraisal Period” or any analogous term in the related Co-Lender Agreement.

 

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

 


    - 10 -


     


    
 

PSA)
due to a modification thereto that resulted in the creation of an A/B note structure (or similar structure) and as to which the
new junior note(s) did not previously exist or the principal amount of the new junior note(s) was previously part of either an
A note held by the Trust or the original unmodified Mortgage Loan or Trust Subordinate Companion Loan and (2) as to which an Appraisal
Reduction Amount is not in effect.

 

“Acceptable
Insurance Default”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, any Default arising when the
related Loan Documents require that the related Borrower must maintain standard extended coverage casualty insurance or other
insurance that covers acts of terrorism and the Special Servicer has determined, in accordance with the Servicing Standard and,
unless a Control Termination Event has occurred and is continuing, with the consent of the related Directing Holder (other than
with respect to an Excluded Loan) and, subject to the consultation rights of the Risk Retention Consultation Party (other than
with respect to any Excluded Risk Retention Consultation Party Loan) and subject to the consultation rights of the holder of any
Companion Loan, that either (i) such insurance is not available at commercially reasonable rates and the subject hazards are not
at the time commonly insured against by properties similar to the Mortgaged Property and located in or around the geographic region
in which such Mortgaged Property is located (but only by reference to such insurance that has been obtained by such owners at
current market rates), or (ii) such insurance is not available at any rate; provided that the Directing Holder will not
have more than 30 days to respond to the Special Servicer’s request for such consent; provided, further,
that upon the Special Servicer’s determination, consistent with the Servicing Standard, that exigent circumstances do not
allow the Special Servicer to consult with the Directing Holder, the Special Servicer will not be required to do so. In making
this determination, the Special Servicer, to the extent consistent with the Servicing Standard, may rely on the opinion of an
insurance consultant. During the period when the Special Servicer is evaluating the availability of such insurance, or waiting
for a response from the Controlling Class Representative, neither the Master Servicer nor the Special Servicer shall be liable
for any loss related to its failure to require the Borrower to maintain such insurance and neither will be in default of its obligations
as a result of such failure.

 

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

 

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

 

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

 

“Actual/360
Loans”: The Mortgage Loans that provide for the accrual of interest on an Actual/360 Basis and any related Serviced
Companion Loan.

 

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


    - 11 -


     


    
 

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

 

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

 

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

 

“Additional
Trust Fund Expense”: Any expense incurred with respect to the Trust Fund that would result in the Holders of Regular
Certificates receiving less than the full amount of principal and/or the Interest Accrual Amount to which they are entitled on
any Distribution Date.

 

“Administrative
Cost Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan) and the Trust Subordinate
Companion Loan (including any such loans as to which the related Mortgaged Property has become an REO Property), as of any date
of determination, a per annum rate equal to the sum of the Servicing Fee Rate, the Certificate Administrator/Trustee Fee
Rate, the Operating Advisor Fee Rate, the Asset Representations Reviewer Fee Rate (except in the case of the Trust Subordinate
Companion Loan) and the CREFC® Intellectual Property Royalty License Fee Rate and, solely in the case of a Non-Serviced
Mortgage Loan, the related Non-Serviced Mortgage Loan Primary Servicing Fee Rate.

 

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

 

“Advance
Interest Amount”: Interest at the Reimbursement Rate on the aggregate amount of P&I Advances and Servicing Advances
for which the Master Servicer or the Trustee, as applicable, has not been reimbursed for the number of days from the date on which
such Advance was made to the date of payment or reimbursement of the related Advance or other such amount, less any amount of
interest previously paid on such Advance; provided that if the related Borrower makes payment of an amount in respect of
which such Advance was made with interest at the Default Rate, the Advance Interest Amount payable to the Master Servicer or the
Trustee shall be paid first, from the amount of Default Interest on the related Mortgage Loan or Trust Subordinate Companion
Loan (or Whole Loan, with respect to Servicing Advances) actually paid by such Borrower, second, from late payment fees
on the related Mortgage Loan or Trust Subordinate Companion Loan (or Whole Loan, with respect to Servicing Advances) actually
paid by the related Borrower, and third, upon determining in accordance with the Servicing Standard that such Advance Interest
Amount is not recoverable from the amounts described in first or second, from other amounts on deposit in the Collection
Account or the Serviced Whole Loan Custodial Account, as applicable; provided, for the sake of clarity, that neither the
Master Servicer nor the Trustee shall be entitled to recover (1) any Nonrecoverable Advance made in respect of a Mortgage Loan
(other than The Stanwix Mortgage Loan) or any related Advance Interest Amount 

 


    - 12 -


     


    
 

from
any collections on The Stanwix Whole Loan allocable to the Trust Subordinate Companion Loan or (2) any Nonrecoverable Advance
that is a P&I Advance made in respect of such Trust Subordinate Companion Loan or any related Advance Interest Amount from
any collections or amounts allocable to the Mortgage Loans (other than The Stanwix Mortgage Loan). 

 

“Adverse
REMIC Event”: Any action, that, under the REMIC Provisions, if taken or not taken, as the case may be, could (i) cause
any Trust REMIC to fail to qualify as a REMIC or (ii) result in the imposition of a tax upon any Trust REMIC or the Trust Fund
(including but not limited to the tax on “prohibited transactions” as defined in Section 860F(a)(2) of the Code and
the tax on contributions to a REMIC set forth in Section 860G(d) of the Code, but not including the tax on “net income from
foreclosure property”).

 

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

 

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

 

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

 

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

 

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

 

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

 

“Allocated
Loan Amount”: With respect to any Mortgaged Property that is one of multiple Mortgaged Properties securing a Mortgage
Loan or Whole Loan, the portion of the total outstanding principal balance of such Mortgage Loan or Whole Loan, as the case may
be, as set forth in the applicable Loan Documents or the Mortgage Loan Schedule.

 

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

 

“Anticipated
Repayment Date”: With respect to any Mortgage Loan that is indicated on the Mortgage Loan Schedule as having a Revised
Rate, the date upon which such Mortgage Loan commences accruing interest at such Revised Rate.

 

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


    - 13 -


     


    
 

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

 

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

 

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

 

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

 

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

 

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

 

“Appraisal
Reduction Amount”: For any Distribution Date and for any Serviced Mortgage Loan or any Serviced Whole Loan as to which
an Appraisal Reduction Event has occurred, an amount calculated by the Special Servicer (and, with respect to any Serviced Mortgage
Loan other than an Excluded Loan, prior to the occurrence of an applicable Consultation Termination Event, in consultation with
the Directing Holder and, after the occurrence and during the continuance of a Control Termination Event (with respect to any
Serviced Mortgage Loan other than The Stanwix Whole Loan) or a Stanwix Operating Advisor Consultation Event (with respect to The
Stanwix Whole Loan), in consultation with the Operating Advisor to the extent set forth in Section 3.31 of this Agreement)
as of the first Determination Date that is at least 10 Business Days following the date the Special Servicer receives the required
Appraisal or conducts a Small Loan Appraisal Estimate (and thereafter by the first Determination Date following any material change
in the amounts set forth in the following equation) and receipt of information requested by the Special Servicer from the Master
Servicer reasonably necessary to calculate the Appraisal Reduction Amount, equal to the excess, if any, of (a) the Stated Principal
Balance of such Serviced Mortgage Loan or Serviced Whole Loan over (b) the excess of (i) the sum of: (A) 90% of the appraised
value of the related Mortgaged Property as determined (1) by one or more Appraisals obtained by the Special Servicer with respect
to that Mortgage Loan or Serviced Whole Loan with an outstanding principal balance equal to or in excess of $2,000,000 (the costs
of which shall be paid by the Master Servicer as an Advance), minus such downward adjustments as the Special Servicer may make
(without implying any obligation to do so) based upon its review of the Appraisals and any other information it deems relevant,
or (2) by an internal valuation performed by the Special Servicer with respect to any Serviced Mortgage Loan or Serviced Whole
Loan with an outstanding principal balance less than $2,000,000, plus (B) all escrows, letters of credit and reserves in respect
of that Mortgage Loan or Serviced Whole Loan (other than escrows and reserves for taxes and insurance) as of the date of calculation,
plus (C) all insurance and casualty proceeds and condemnation awards that constitute collateral for the related Mortgage Loan
or Serviced Whole Loan (whether paid or then payable by any insurance company or government authority), over (ii) the sum as of
the Due Date occurring in the month of the date of 


    - 14 -


     


    
 

determination
of (without duplication) (A) to the extent not previously advanced by the Master Servicer or the Trustee, all unpaid interest
on such Mortgage Loan or Serviced Whole Loan at a per annum rate equal to the Mortgage Rate (or with respect to the applicable
Serviced Whole Loan, the weighted average of the Mortgage Rates for the related Mortgage Loan and related Serviced Companion Loans),
(B) all unreimbursed Servicing Advances and all unreimbursed P&I Advances, and all unpaid interest on Advances at the Reimbursement
Rate, in respect of such Mortgage Loan or Serviced Whole Loan, (C) all currently due and unpaid real estate taxes and assessments,
insurance premiums and ground rents (net of any escrows or reserves therefor) with respect to such Mortgage Loan or Serviced Whole
Loan that have not been the subject of an Advance by the Master Servicer, Special Servicer or the Trustee, as applicable, (D)
any other unpaid Additional Trust Fund Expenses in respect of such Mortgage Loan or Serviced Whole Loan (but subject to the provisions
of Section 1.02(e)) and (E) all other amounts due and unpaid with respect to such Mortgage
Loan or Serviced Whole Loan that, if not paid by the related Borrower, would result in a shortfall in distributions to the Certificateholders,
except for Prepayment Premiums and Yield Maintenance Charges payable due to an acceleration of such Mortgage Loan or Serviced
Whole Loan following a default thereunder; provided, without limiting the Special Servicer’s obligation to order
and obtain such Appraisal, if the Special Servicer has not obtained an Appraisal, Updated Appraisal or Small Loan Appraisal Estimate,
as applicable, referred to above within 60 days of the Appraisal Reduction Event (or in the case of an Appraisal Reduction Event
occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event), the Appraisal
Reduction Amount shall be deemed to be an amount equal to 25% of the current Stated Principal Balance of the related Mortgage
Loan or the applicable Serviced Whole Loan until such time as such Updated Appraisal or Small Loan Appraisal Estimate referred
to above is received or conducted and the Appraisal Reduction Amount is recalculated.

 

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

 

Each
Serviced Whole Loan shall be treated as a single mortgage loan for purposes of calculating an Appraisal Reduction Amount with
respect to the Mortgage Loan and Companion Loan(s), as applicable, that comprise such Serviced Whole Loan. Any Appraisal Reduction
Amount in respect of any Serviced Whole Loan with a Subordinate Companion Loan will first be allocated to such Subordinate Companion
Loan up to the unpaid principal balance thereof. Any Appraisal Reduction Amount in respect of a Serviced Whole Loan with a Pari
Passu Companion Loan (to the extent not otherwise allocated to any related Subordinate Companion Loan) shall be allocated in accordance
with the related Co-Lender Agreement or, if no allocation is specified in the related Co-Lender Agreement, then pro rata,
between the related Mortgage Loan and the related Serviced Pari Passu Companion Loan(s) based upon their respective outstanding
principal balances.


    - 15 -


     


    
 

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

 

“Appraisal
Reduction Event”: With respect to a Serviced Mortgage Loan or a Serviced Whole Loan, the earliest to occur of:

 

(i)        
120 days after an uncured Delinquency (without regard to the application of any grace period), other than any uncured delinquency
in respect of a Balloon Payment, in respect of the Mortgage Loan or a related Companion Loan, as applicable;

 

(ii)        
the date on which a reduction in the amount of Periodic Payments on the Mortgage Loan or related Companion Loan, as applicable,
or a change in any other material economic term of the Mortgage Loan or the related Companion Loan, as applicable, (other than
an extension of its maturity), becomes effective as a result of a modification of the related Mortgage Loan or Companion Loan,
as applicable, by the Special Servicer;

 

(iii)       
30 days after the date on which a receiver has been appointed for the Mortgaged Property;

 

(iv)       
30 days after the date on which a Borrower or the tenant at a single tenant property declares bankruptcy (and such bankruptcy
is not otherwise dismissed within such time);

 

(v)       
60 days after the date on which an involuntary petition of bankruptcy is filed with respect to the Borrower if not dismissed within
such time;

 

(vi)       
a payment default has occurred with respect to the related Balloon Payment; provided, however, if (A) the related
Borrower is diligently seeking a refinancing commitment (and delivers a statement to that effect to the Master Servicer within
30 days after the default, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the Directing
Holder (but only for so long as no Consultation Termination Event has occurred)), (B) the related Borrower continues to make its
Assumed Scheduled Payment, (C) no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced
Whole Loan, and (D) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder consents,
an Appraisal Reduction Event will not occur until 60 days beyond the related Maturity Date, unless extended by the Special Servicer
in accordance with the Mortgage Loan documents or this Agreement; and provided, further, if the related Borrower
has delivered to the Master Servicer, who shall promptly deliver a copy to the Special Servicer, the Operating Advisor and the
Directing Holder (but only for so long as no Consultation Termination Event has occurred), on or before the 60th day after the
related Maturity Date, a refinancing commitment reasonably acceptable to the Special Servicer, and the Borrower continues to make
its Assumed Scheduled Payments (and no other Appraisal Reduction Event has occurred with respect to that Mortgage Loan or Serviced
Whole Loan), an Appraisal Reduction Event will not occur until the earlier of (1) 120 days beyond the related Maturity 

 


    - 16 -


     


    
 

Date
(or extended Maturity Date) and (2) the termination of the refinancing commitment; and

 

(vii)      
immediately after a Mortgage Loan or related Companion Loan becomes an REO Loan;

 

provided,
however, that the 30-day period referenced in clauses (iii) and (iv) above will not apply if the related Mortgage Loan
is a Specially Serviced Loan; and provided further, that no Appraisal Reduction Event may occur with respect to any Serviced
Mortgage Loan or Serviced Whole Loan (other than The Stanwix Whole Loan) at any time when the Certificate Balances of all Classes
of Pooled Subordinate Certificates have been reduced to zero or with respect to The Stanwix Whole Loan at any time when the Certificate
Balances of all Classes of Pooled Subordinate Certificates and Loan-Specific Principal Balance Certificates have been reduced
to zero. 

 

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

 

“ARD
Loan”: Any Mortgage Loan the terms of which provide that if, after an Anticipated Repayment Date, the related Borrower
has not prepaid such Mortgage Loan in full, any principal outstanding on that date will accrue interest at the Revised Rate rather
than the Initial Rate.

 

“Asset-Level
Basis”: Only as used in connection with any Operating Advisor General Annual Report, the Special Servicer’s performance
of its duties as they relate to the resolution and/or liquidation of Specially Serviced Loans, taking into account the Special
Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance
with the Servicing Standard, with reasonable consideration by the Operating Advisor of any annual compliance statement, assessment
of compliance report, attestation report, Asset Status Report and other information delivered to the Operating Advisor by the
Special Servicer (other than any communications between the Controlling Class Representative or any related Directing Holder,
as applicable, and the Special Servicer that would be Privileged Information) pursuant to the provisions of this Agreement.

 

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

 

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

 

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

 

“Asset
Representations Reviewer Fee”: With respect to each Mortgage Loan and REO Mortgage Loan (including each Non-Serviced
Mortgage Loan), for any Distribution Date, a fee payable to the Asset Representations Reviewer monthly from amounts received with
respect to each Mortgage Loan and REO Mortgage Loan (including each Non-Serviced Mortgage Loan) and will accrue at a rate equal
to the applicable Asset Representations Reviewer Fee Rate with respect to each such loan on the Stated Principal Balance of the
related loan immediately prior to 


    - 17 -


     


    
 

such
Distribution Date and will be calculated on the same interest accrual basis as the related loan and prorated for any partial periods.

 

“Asset
Representations Reviewer Fee Rate”: A per annum rate equal to, with respect to each Mortgage Loan and REO Mortgage
Loan (including each Non-Serviced Mortgage Loan), 0.000320%.

 

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

 

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

 

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

 

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

 

“Asset
Review Quorum”: In connection with any solicitation of votes to authorize an Asset Review as described in Section
11.01(a), the Pooled Certificateholders evidencing at least 5.0% of the aggregate Pooled Voting Rights represented by all
Pooled Certificates.

 

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

 

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

 

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

 

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

 

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


    - 18 -


     


    
 

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

 

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

 

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

 

“Assumed
Scheduled Payment”: For any Collection Period and with respect to any Mortgage Loan (including any Non-Serviced Mortgage
Loan), the Trust Subordinate Companion Loan or any other Companion Loan that is delinquent in respect of its Balloon Payment or
as to which the related Mortgaged Property has become an REO Property, an amount equal to the sum of (a) the principal portion
of the Periodic Payment that would have been due on such Mortgage Loan, Trust Subordinate Companion Loan or Companion Loan, as
applicable, on the related Due Date based on the constant payment required by the related Mortgage Note or the original amortization
schedule of the Mortgage Loan, Trust Subordinate Companion Loan or Companion Loan, as applicable (as calculated with interest
at the related Mortgage Rate), if any, assuming the related Balloon Payment had not become due or the related Mortgaged Property
had not become an REO Property, after giving effect to any reduction in the principal balance occurring in connection with a modification
of such Mortgage Loan, Trust Subordinate Companion Loan or Companion Loan, as applicable, in connection with a default or a bankruptcy
modification (or similar proceeding), and (b) interest on the Stated Principal Balance of the Mortgage Loan, Trust Subordinate
Companion Loan or Companion Loan, as applicable, at its Mortgage Rate (net of interest at the applicable Servicing Fee Rate and
the Non-Serviced Mortgage Loan Primary Servicing Fee Rate to the extent applicable).

 

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

 

“Atrium
Two Mortgage Loan”: The Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 8 on the Mortgage
Loan Schedule), which is designated as promissory note A-2 and secured by the Mortgaged Property identified on the Mortgage Loan
Schedule as Atrium Two.


    - 19 -


     


    
 

“Atrium
Two Pari Passu Companion Loan”: With respect to the Atrium Two Mortgage Loan, the related Companion Loan that is not
an asset of the Trust, which is designated as promissory note A-1. 

 

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

 

“Available
Funds”: The Pooled Available Funds and the Stanwix Available Funds, collectively.

 

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

 

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

 

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

 

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

 

“BBCMS
2019-C4 PSA”: That certain Pooling and Servicing Agreement dated as of August 1, 2019 by and between Barclays Commercial
Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association, as master servicer, Rialto Capital Advisors, LLC,
as special servicer, Wells Fargo Bank, National Association, as certificate administrator, Wilmington Trust, National Association,
as trustee, and Park Bridge Lender Services LLC, as operating advisor 


    - 20 -


     


    
 

and
as asset representations reviewer, which governs the servicing of the Marriott SpringHill Suites and Towneplace Suites Whole Loan.

 

“Benchmark
2019-B12 PSA”: That certain Pooling and Servicing Agreement, dated as of August 1, 2019, between Citigroup Commercial
Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall loan combination, as a special servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre loan combination, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee, which governs
the servicing of the Woodlands Mall Whole Loan and The Centre Whole Loan.

 

“Benchmark
2019-B13 PSA”: That certain Pooling and Servicing Agreement, dated as of October 1, 2019, between Deutsche Mortgage
& Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and certificate
administrator, and Park Bridge Lender Services LLC, as operating advisor and asset representations reviewer, which governs the
servicing of the Beverly Hills BMW Whole Loan.

 

“Beverly
Hills BMW Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as
Beverly Hills BMW.

 

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

 

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

 

“Borrower”:
With respect to any Mortgage Loan, Companion Loan or Serviced Whole Loan, any obligor or obligors on any related Mortgage Note
or Mortgage Notes, including in connection with a Mortgage Loan, Companion Loan or Serviced Whole Loan that utilizes an 

 

indemnity
deed of trust (“IDOT”) structure, the borrower and the Mortgaged Property owner / payment guarantor / mortgagor,
individually and collectively, as the context may require.

 

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

 

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


    - 21 -


     


    
 

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

 

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

 

“Bushwick
Avenue Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage
Loan Schedule as Bushwick Avenue Portfolio.

 

“Business
Day”: Any day other than (i) a Saturday or a Sunday, (ii) a legal holiday in New York, New York or the principal cities
in which the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or
the Certificate Administrator conduct servicing, trust administration or surveillance operations or (iii) a day on which the Federal
Reserve Bank of New York or banking institutions or savings associations in New York, New York or the principal cities in which
the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Trustee or the Certificate
Administrator conduct servicing, trust administration or surveillance operations are authorized or obligated by law or executive
order to be closed.

 

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

 

“Cash
Collateral Account”: With respect to any Mortgage Loan or Serviced Whole Loan that has a Lock-Box Account, any account
or accounts created pursuant to the related Mortgage, Loan Agreement, Cash Collateral Account Agreement or other Loan Document
into which the Lock-Box Account monies are swept on a regular basis for the benefit of the Trustee, on behalf of the Certificateholders,
as successor to the related Mortgage Loan Seller. Any Cash Collateral Account shall be beneficially owned for federal income tax
purposes by the Person who is entitled to receive all reinvestment income or gain thereon in accordance with the terms and provisions
of the related Loan Documents and Section 3.07(a) of this Agreement, which Person shall be taxed on all reinvestment income
or gain thereon in accordance with the terms of the related Mortgage Loan or Serviced Whole Loan. The Master Servicer shall be
permitted to make withdrawals therefrom for deposit into the Collection Account or the applicable Serviced Whole 


    - 22 -


     


    
 

Loan
Custodial Account, as applicable. To the extent not inconsistent with the terms of the related Loan Documents, each such Cash
Collateral Account shall be an Eligible Account.

 

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

 

“CCRE”:
Cantor Commercial Real Estate Lending, L.P., in its capacity as a Mortgage Loan Seller, and its successors in interest.

 

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

 

“CCRE
Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of October 1, 2019, between CCRE and
the Depositor.

 

“CD
2019-CD8 PSA”: That certain Pooling and Servicing Agreement, dated as of August 1, 2019, between Deutsche Mortgage &
Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer
and special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and custodian, Wells
Fargo Bank, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset representations
reviewer, which governs the servicing of the Uline Arena Whole Loan and the Liberty MA Portfolio Whole Loan.

 

“Certificate”:
Any Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G,
Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD,
Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificate issued, authenticated and delivered hereunder.

 

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

 

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

 

“Certificate
Administrator/Trustee Fee”: With respect to each Mortgage Loan, each REO Mortgage Loan, the Trust Subordinate Companion
Loan and any REO Trust Subordinate Companion Loan for any Distribution Date, an amount for the related Interest Accrual Period
equal to the product of (i) the Certificate Administrator/Trustee Fee Rate multiplied by (ii) the Stated Principal Balance of
such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan immediately prior
to such Distribution Date, computed on the same accrual basis as interest accrues on the related Mortgage Loan, REO Mortgage Loan,
Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan. The Certificate Administrator/Trustee Fee shall be calculated
in accordance 


    - 23 -


     


    
 

with
the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the
Certificate Administrator/Trustee Fee with respect to each Mortgage Loan or any REO Mortgage Loan shall be payable from the Lower-Tier
REMIC and the Certificate Administrator/Trustee Fee with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate
Companion Loan shall be payable from the Trust Subordinate Companion Loan REMIC.

 

“Certificate
Administrator/Trustee Fee Rate”: A rate equal to 0.008400% per annum.

 

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

 

“Certificate
Balance”: With respect to any Class of Principal Balance Certificates (a) on or prior to the first Distribution Date,
an amount equal to the initial Certificate Balance of such Class, as specified in the Preliminary Statement to this Agreement,
and (b) as of any date of determination after the first Distribution Date, subject to any increase in accordance with Section
4.01(f), the Certificate Balance of such Class on the Distribution Date immediately prior to such date of determination
less any distributions allocable to principal and any allocations of Pooled Realized Losses or Stanwix Realized Losses, as applicable,
made thereon on such prior Distribution Date.

 

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

 

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

 

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

 

“Certificateholder”:
The Person in whose name a Certificate is registered in the Certificate Register or any beneficial owner thereof; provided,
however, that solely for the purposes of giving any consent, approval, waiver or taking any action pursuant to this Agreement,
any Certificate registered in the name of or beneficially owned by (i) the Master Servicer, the Special Servicer, any Excluded
Special Servicer, the Trustee, the Certificate Administrator, the Depositor, any Mortgage Loan Seller, any holder of Class F,
Class G and Class NR-RR Certificates evidencing part of the VRR Interest, or any Affiliate of any of such Persons or (ii) any
Borrower Party, in each case shall be deemed not to be outstanding (provided that notwithstanding the foregoing, any Controlling
Class Certificates owned by an Excluded Controlling Class Holder shall not be deemed to be outstanding as to such Excluded Controlling
Class Holder solely with respect to any related Excluded Controlling Class Loan; and provided, further, that any
Controlling 

 


    - 24 -


     


    
 

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

 

“Certificateholder
Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer pursuant
to Section 3.22(d) of this Agreement, the holders of Certificates evidencing at least
50% of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the
Certificate Balances of the Certificates pursuant to Section 4.08 of this Agreement) of all Principal Balance Certificates
on an aggregate basis.

 

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

 

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

 

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

 

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


    - 25 -


     


    
 

“Class”:
All of the Certificates that collectively bear the same alphabetical or alphanumeric Class designation and each Lower-Tier Regular
Interest and Trust Subordinate Companion Loan Regular Interest.

 

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

 

“Class
A-1 Pass-Through Rate”: A fixed per annum rate equal to 2.04760%.

 

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

 

“Class
A-2 Pass-Through Rate”: A fixed per annum rate equal to 2.84460%.

 

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

 

“Class
A-3 Pass-Through Rate”: A fixed per annum rate equal to 2.64660%.

 

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

 

“Class
A-4 Pass-Through Rate”: A fixed per annum rate equal to 2.62360%.

 

“Class
A-5 Certificate”: Any one of the Certificates with a “Class A-5” designation on the face thereof, executed
and authenticated by the Certificate Administrator or 

 

the
Authenticating Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in
the Table of Exhibits of this Agreement.

 

“Class
A-5 Pass-Through Rate”: A fixed per annum rate equal to 2.87440%.

 

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

 

“Class
A-S Pass-Through Rate”: A fixed per annum rate equal to 3.11630%.

 

“Class
A-SB Certificate”: Any one of the Certificates with a “Class A-SB” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the


  


    - 26 -


     


    
 


Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class
A-SB Pass-Through Rate”: A fixed per annum rate equal to 2.81650%.

 

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

 

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

 

“Class
B Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to 3.26720%.

 

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

 

“Class
C Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the WAC Rate for such
Distribution Date less 0.30820%.

 

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

 

“Class
D Pass-Through Rate”: A fixed per annum rate equal to 2.50000%.

 

“Class
E Certificate”: Any one of the Certificates with a “Class E” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the 

 

Authenticating
Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table
of Exhibits of this Agreement.

 

“Class
E Pass-Through Rate”: A fixed per annum rate equal to 2.50000%.

 

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

 

“Class
F Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the
WAC Rate for such Distribution Date and (ii) 3.00000%.


    - 27 -


     


    
 

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

 

“Class
G Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the lesser of (i) the
WAC Rate for such Distribution Date and (ii) 3.00000%.

 

“Class
LA-1 Interest,” “Class LA-2 Interest,” “Class LA-SB Interest,” “Class
LA-3 Interest,” “Class LA-4 Interest,” “Class LA-5 Interest,” “Class
LA-S Interest,” “Class LB Interest,” “Class LC Interest,” “Class LD Interest,”
“Class LE Interest,” “Class LF Interest,“ “Class LG Interest” and “Class
LNR-RR Interest”: Each, a regular interest in the Lower-Tier REMIC entitled to monthly distributions payable thereto
pursuant to Section 4.01 of this Agreement.

 

“Class
LSWA Interest,” “Class LSWC Interest,” “Class LSWD Interest,” “Class
LSWE Interest” and “Class LSWRR Interest”: Each, a regular interest in the Trust Subordinate Companion
Loan REMIC entitled to monthly distributions payable thereto pursuant to Section 4.01
of this Agreement. 

 

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

 

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

 

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

 

“Class
S Certificate”: Any one of the Certificates with a “Class S” designation on the face thereof, executed and
authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the form
of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class S Certificates represent undivided
beneficial interests in the Class S Specific Grantor Trust Assets.

 

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

 

“Class
S Specific Grantor Trust Assets”: The portion of the Trust Fund consisting of (i) the Excess Interest and (ii) the Excess
Interest Distribution Account.

 

“Class
SWA Certificate”: Any one of the Certificates with a “Class SWA” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the 


    - 28 -


     


    
 

Authenticating
Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table
of Exhibits of this Agreement.

 

“Class
SWA Pass-Through Rate”: A fixed per annum rate equal to 3.92360%.

 

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

 

“Class
SWC Pass-Through Rate”: A fixed per annum rate equal to 3.83590%.

 

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

 

“Class
SWD Pass-Through Rate”: A fixed per annum rate equal to 4.52350%.

 

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

 

“Class
SWE Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate
on the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan as of the first day of the related Collection
Period.

 

“Class
SWRR Certificate”: Any one of the Certificates with a “Class SWRR” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement. The Class SWRR Certificates
evidence the Class SWRR Upper-Tier Regular Interest and also represent ownership of an interest in the Stanwix Excess Liquidation
Proceeds Option.

 

“Class
SWRR Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the Net Mortgage Rate
on the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan as of the first day of the related Collection
Period.

 

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

 

“Class
SWX Strip Rate”: With respect to any of the Class SWX1 Component or the Class SWX2 Components for any Distribution Date,
a per annum rate equal to the excess, if any, of (a) the Net Mortgage Rate on the Trust Subordinate Companion Loan as of
the first day of 


    - 29 -


     


    
 

the
related Collection Period, over (b) the Pass-Through Rate for such Distribution Date for the Corresponding Certificates.

 

“Class
SWX1 Certificate”: Any one of the Certificates with a “Class SWX1” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class
SWX1 Component”: Component XSWA, which constitutes a separate class of “regular interests,” within the meaning
of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class SWX Strip Rate from time to time
and a notional amount equal to its Class X Component Notional Amount from time to time.

 

“Class
SWX1 Notional Amount”: With respect to the Class SWX1 Certificates as of any date of determination, the Class X Component
Notional Amount of the Class SWX1 Component.

 

“Class
SWX1 Pass-Through Rate”: With respect to any Distribution Date, the Class SWX Strip Rate for the Class SWX1 Component
for such Distribution Date. 

 

“Class
SWX2 Certificate”: Any one of the Certificates with a “Class SWX2” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the Authenticating Agent on behalf of the Depositor in substantially the
form of the Exhibit set forth next to such Class in the Table of Exhibits of this Agreement.

 

“Class
SWX2 Component”: Each of Component XSWC and Component XSWD, each of which constitutes a separate class of “regular
interests,” within the meaning of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its
Class SWX Strip Rate from time to time and a notional amount equal to its Class X Component Notional Amount from time to time.

 

“Class
SWX2 Notional Amount”: With respect to the Class SWX2 Certificates as of any date of determination, the sum of the Class
X Component Notional Amounts of all the Class SWX2 Components.

 

“Class
SWX2 Pass-Through Rate”: With respect to any Distribution Date, a per annum rate equal to the weighted average
of the Class SWX Strip Rates for the respective Class SWX2 Components, weighted on the basis of the respective Class X Component
Notional Amounts of such Class X Components outstanding immediately prior to such Distribution Date.

 

“Class
X Certificates”: The Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates,
collectively.

 

“Class
X Component”: Each of the Class X-A Components, Class X-B Components, Class X-D Components, Class X-F Component, Class
X-G Component, Class SWX1 Component and Class SWX2 Components.


    - 30 -


     


    
 

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

 

“Class
X Notional Amount”: With respect to any Class of Class X Certificates, the Class X-A Notional Amount, the Class X-B
Notional Amount, the Class X-D Notional Amount, the Class X-F Notional Amount, the Class X-G Notional Amount, the Class SWX1 Notional
Amount or the Class SWX2 Notional Amount, as applicable and as the context may require.

 

“Class
X Strip Rate”: With respect to any Class X Component, the Class X-A Strip Rate, the Class X-B Strip Rate, the Class
X-D Strip Rate, the Class X-F Strip Rate, the Class X-G Strip Rate or the Class SWX Strip Rate, as applicable.

 

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

 

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

 

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

 

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

 

The
Class X-A Pass-Through Rate for the initial Distribution Date is approximately 1.37560% per annum.

 

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

 

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

 

“Class
X-B Component”: Each of Component XA-S, Component XB and Component XC, each of which constitutes a separate class of
“regular interests,” within the 


    - 31 -


     


    
 

meaning
of Code Section 860G(a)(1), in the Upper-Tier REMIC with a pass-through rate equal to its Class X-B Strip Rate from time to time
and a notional amount equal to its Class X Component Notional Amount from time to time.

 

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

 

“Class
X-B Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-B Strip Rates for
the respective Class X-B Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional
Amounts of such Class X Components outstanding immediately prior to such Distribution Date. The Class X-B Pass-Through Rate for
the initial Distribution Date is approximately 0.76850% per annum.

 

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

 

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

 

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

 

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

 

“Class
X-D Pass-Through Rate”: With respect to any Distribution Date, the weighted average of the Class X-D Strip Rates for
the respective Class X-D Components for such Distribution Date, weighted on the basis of the respective Class X Component Notional
Amounts of such Class X Components outstanding immediately prior to such Distribution Date. The Class X-D Pass-Through Rate for
the initial Distribution Date is approximately 1.60290% per annum.

 

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

 

“Class
X-F Certificate”: Any one of the Certificates with a “Class X-F” designation on the face thereof, executed
and authenticated by the Certificate Administrator or the 

 


    - 32 -


     


    
 

Authenticating
Agent on behalf of the Depositor in substantially the form of the Exhibit set forth next to such Class in the Table
of Exhibits of this Agreement.

 

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

 

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

 

“Class
X-F Pass-Through Rate”: With respect to any Distribution Date, the Class X-F Strip Rate for the Class X-F Component
for such Distribution Date. The Class X-F Pass-Through Rate for the initial Distribution Date is approximately 1.10290% per annum.

 

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

 

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

 

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

 

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

 

“Class
X-G Pass-Through Rate”: With respect to any Distribution Date, the Class X-G Strip Rate for the Class X-G Component
for such Distribution Date. The Class X-G Pass-Through Rate for the initial Distribution Date is approximately 1.10290% per annum.

 

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

 

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

 

“Closing
Date”: October 17, 2019.

 

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


    - 33 -


     


    
 

“Co-Lender
Agreement”: With respect to any Whole Loan, the related intercreditor, co-lender or similar agreement in effect from
time to time by and between the holder of the related Mortgage Loan and the holder(s) of the related Companion Loan(s) relating
to the relative rights of such holders.

 

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

 

“Collection
Account”: The trust account or accounts created and maintained by the Master Servicer pursuant to Section
3.05(a) of this Agreement, which shall be entitled “KeyBank National Association, as Master Servicer, on behalf
of Citibank, N.A., as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage
Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 Collection Account” and which must be an Eligible Account.

 

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


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“Commission”:
The Securities and Exchange Commission.

 

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

 

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

 

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

 

“Compensating
Interest Payment”: As defined in Section 3.17(c) of this Agreement.

 

“Component
XSWA”: The component of the Class SWX1 Certificates having a Class X Component Notional Amount equal to the current
Trust Subordinate Companion Loan REMIC Principal Balance of the Class LSWA Interest as of any date of determination.

 

“Component
XSWC”: One of the components of the Class SWX2 Certificates having a Class X Component Notional Amount equal to the
then current Trust Subordinate Companion Loan REMIC Principal Balance of the Class LSWC Interest as of any date of determination.

 

“Component
XSWD”: One of the components of the Class SWX2 Certificates having a Class X Component Notional Amount equal to the
then current Trust Subordinate Companion Loan REMIC Principal Balance of the Class LSWD Interest as of any date of determination.

 

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

 

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

 

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

 

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

 

“Component
XA-5”: One of the components of the Class X-A Certificates having a Class X Component Notional Amount equal to the then
current Lower-Tier Principal Balance of the Class LA-5 Interest as of any date of determination.

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“Consultation
Termination Event”: (a) with respect to any Mortgage Loan (other than The Stanwix Mortgage Loan), the occurrence of
no Class of Control Eligible Certificates having a then outstanding Certificate Balance equal to at least 25% of the initial Certificate
Balance 


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of
that Class, in each case, without regard to the application of any Cumulative Appraisal Reduction Amounts; provided, that
a Consultation Termination Event shall not be deemed to be continuing in the event the Certificate Balances of all Classes of
Pooled Principal Balance Certificates other than the Control Eligible Certificates have been reduced to zero; and provided
further that a Consultation Termination Event shall not apply to a Servicing Shift Mortgage Loan (except for purposes of the
Controlling Class Representative exercising consultation rights afforded to the holder of a Mortgage Loan under the related Co-Lender
Agreement in its capacity as a non-controlling noteholder); and (b) with respect to The Stanwix Whole Loan, at any date on which
either (i) such Whole Loan is an Excluded Loan or (ii)(A) a Stanwix Control Appraisal Period exists with respect to such Whole
Loan and (B) there is no Class of Control Eligible Certificates that has a then outstanding Certificate Balance (without regard
to the application of any Cumulative Appraisal Reduction Amounts) equal to at least 25% of the initial Certificate Balance of
that Class.

 

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

 

“Control
Note”: With respect to any Whole Loan, the “Controlling Note” or other similar term or concept specified
in the related Co-Lender Agreement. As of the Closing Date, the Control Note with respect to each Whole Loan will be the promissory
note(s) listed as the “Control Note” in the column titled “Control Note” in the “Whole Loan”
table in the Preliminary Statement.

 

“Control
Termination Event”: (a) with respect to any Serviced Mortgage Loan (other than The Stanwix Mortgage Loan), the occurrence
of the Certificate Balance of the Class F Certificates (taking into account the application of any Appraisal Reduction Amounts
and Collateral Deficiency Amounts with respect to the Mortgage Loans to notionally reduce the Certificate Balance of such Class
in accordance with Section 4.08(a) hereof) being reduced to less than 25% of the initial
Certificate Balance of such Class; provided, that a Control Termination Event shall not be deemed to be continuing in the
event the Certificate Balances of all Classes of Pooled Principal Balance Certificates other than the Control Eligible Certificates
have been reduced to zero; and provided further that a Control Termination Event shall not apply to a Servicing Shift Mortgage
Loan; and (b) with respect to The Stanwix Whole Loan, at any date on which either (i) such Whole Loan is an Excluded Loan or (ii)(A)
a Stanwix Control Appraisal Period exists with respect to such Whole Loan and (B) the Class F Certificates have a Certificate
Balance (taking into account the application of any Appraisal Reduction Amounts and Collateral Deficiency Amounts to notionally
reduce the Certificate Balance of such Class) of less than 25% of the initial Certificate Balance of that Class.

 

“Controlling
Class”: With respect to the Pooled Certificates as of any time of determination, the most subordinate Class of Control
Eligible Certificates then outstanding that has an aggregate Certificate Balance (as notionally reduced by any Appraisal Reduction
Amounts and/or Collateral Deficiency Amounts with respect to the Mortgage Loans that are allocable to such Class in accordance
with Section 4.08(a) of this Agreement) equal to at least 25% of the initial Certificate
Balance of that Class (or if no Class of Control Eligible Certificates meets the preceding requirement, the most senior Class
of Control Eligible Certificates); provided that if, at any time, the Certificate Balances of all Pooled Principal Balance
Certificates other than the 

 


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Control
Eligible Certificates has been reduced to zero as a result of the allocation of principal payments on the Mortgage Loans, the
Controlling Class shall be the most subordinate Class of Control Eligible Certificates that has a Certificate Balance greater
than zero (without regard to any Cumulative Appraisal Reduction Amounts). The Controlling Class as of the Closing Date shall be
the Class NR-RR Certificates.

 

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

 

“Controlling
Class Representative”: The Controlling Class Certificateholder (or a representative thereof) selected by more than 50%
of the Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time
(which, for the avoidance of doubt, will exclude any entity whose Certificates are not deemed to be outstanding pursuant to the
definition of “Certificateholder” herein, including any holder of Class F, Class G or Class NR-RR Certificates evidencing
part of the VRR Interest). The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity
of the Controlling Class Representative has not changed until such parties receive written notice of a replacement of the Controlling
Class Representative from a party holding the requisite interest in the Controlling Class, or the resignation of then-current
Controlling Class Representative.

 

The
initial Controlling Class Representative on the Closing Date shall be LNR Securities Holdings, LLC or its Affiliate. LNR Securities
Holdings, LLC or any successor Controlling Class Representative selected thereby and notified to the Certificate Registrar thereof
in writing, is the Controlling Class Representative appointed by the Holder (or Certificate Owner) of each Class of Control Eligible
Certificates, until the Certificate Registrar receives written notice of a replacement Controlling Class Representative from a
majority of the Controlling Class Certificateholders by Certificate Balance.

 

“Corporate
Trust Office”: The offices of the Trustee located at 388 Greenwich Street, New York, New York 10013, Attention: Global
Transaction Services – CF 2019-CF2 and of the Certificate Administrator, located at 388 Greenwich Street, New York, New
York 10013, Attention: Global Transaction Services – CF 2019-CF2 or the principal trust office of any successor certificate
administrator qualified and appointed pursuant to this Agreement.

 

“Corrected
Loan”: With respect to each Mortgage Loan or any Serviced Whole Loan that has become a Specially Serviced Loan: (A)
with respect to the circumstances described in clauses (i) and (ii) of the definition of “Specially Serviced Loans,”
when the Borrower thereunder has brought the Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan current
and thereafter made three consecutive full and timely Periodic Payments, including pursuant to any workout of the Mortgage Loan,
Trust Subordinate Companion Loan or Serviced Companion Loan; (B) with respect to the circumstances described in clause (iii),
(iv), (v) and (vii) of the definition of “Specially Serviced Loans,” when such circumstances cease to exist in the
good faith judgment of the Special Servicer; or (C) with respect to the circumstances described in clause (vi) of the definition
of “Specially Serviced Loans,” when such default is cured (as determined by the Special Servicer in accordance with
the Servicing Standard) or waived by the Special Servicer; provided, in each case, that at that time no circumstance exists
(as provided 


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in
the definition of “Specially Serviced Loan”) that would cause the Mortgage Loan, Trust Subordinate Companion Loan
or Serviced Companion Loan to continue to be characterized as a Specially Serviced Loan. If any Specially Serviced Loan becomes
a Corrected Loan, the Special Servicer shall transfer servicing of such Corrected Loan to the Master Servicer.

 

“Corresponding
Certificates”: As identified in the Preliminary Statement with respect to any Lower-Tier Regular Interest, Trust Subordinate
Companion Loan Regular Interest or Class X Component, as applicable.

 

“Corresponding
Component”: As identified in the Preliminary Statement with respect to any Class of Principal Balance Certificates,
any Lower-Tier Regular Interest or any Trust Subordinate Companion Loan Regular Interest, as applicable.

 

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

 

“Corresponding
Trust Subordinate Companion Loan Regular Interest”: As identified in the Preliminary Statement with respect to any Class
of Loan-Specific Principal Balance Certificates or Class X Component.

 

“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 17 C.F.R. §246) to implement the credit risk retention requirements under Section 15G of the Securities Exchange Act of
1934 (as added by Section 941 of the Dodd-Frank Wall Street Reform and Consumer Protection Act), as such regulations may be amended
from time to time by such Agencies, 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®”:
Commercial Real Estate Finance Council®, formerly known as Commercial Mortgage Securities Association, or any
association or organization that is a successor thereto. If neither such association nor any successor remains in existence, “CREFC®“
shall be deemed to refer to such other association or organization as may exist whose principal membership consists of servicers,
trustees, certificateholders, issuers, placement agents and underwriters generally involved in the commercial mortgage loan securitization
industry, which is the principal such association or organization in the commercial mortgage loan securitization industry and
whose principal purpose is the establishment of industry standards for reporting transaction-specific information relating to
commercial mortgage pass-through certificates and commercial mortgage-backed bonds and the commercial mortgage loans and foreclosed
properties underlying or backing them to investors holding or owning such certificates or bonds, and any successor to such other
association or organization. If an organization or association described in one of the preceding sentences of this definition
does not exist, “CREFC®” shall be deemed to refer to such 


    - 39 -


     


    
 

other
association or organization as shall be selected by the Master Servicer and reasonably acceptable to the Certificate Administrator,
the Trustee, the Special Servicer and, if no Control Termination Event has occurred and is continuing, the Controlling Class Representative.

 

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

 

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

 

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

 

“CREFC®
Comparative Financial Status Report”: The monthly report in “Comparative Financial Status Report”
format substantially in the form of and containing the information called for therein for the Mortgage Loans or Serviced Whole
Loans, or such other form for the presentation of such information as may be approved from time to time by the CREFC®
for commercial mortgage securities transactions generally. In connection with preparing the CREFC® Comparative
Financial Status Report, the Master Servicer shall process (a) interim financial statements beginning with interim financial statements
for the fiscal quarter ending March 31, 2020, and (b) annual financial statements beginning with annual financial statements for
the 2019 fiscal year.

 

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

 

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


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

 

“CREFC®
Intellectual Property Royalty License Fee”: With respect to each Mortgage Loan, each REO Mortgage Loan, the Trust
Subordinate Companion Loan and any REO Trust Subordinate Companion Loan and for any Distribution Date, the amount of interest
accrued during the related loan-level interest accrual period at the CREFC® Intellectual Property Royalty License
Fee Rate on the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust
Subordinate Companion Loan immediately prior to such Distribution Date; provided that such amounts will be computed for the same
period and on the same interest accrual basis respecting which any related interest payment due or deemed due on the related Mortgage
Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan is computed and will be pro
rated for partial periods. Any payments of the CREFC® Intellectual Property Royalty License Fee shall be made
to “CRE Finance Council” and delivered by wire transfer pursuant to the following instructions (or such other instructions
as may hereafter be furnished by CREFC® to the Master Servicer in writing at least two Business Days prior to
the Master Servicer Remittance Date):

 

Account
Name: Commercial Real Estate Finance Council (CREFC®) 

Bank
Name: JPM Morgan Chase Bank, National Association 

Bank
Address: 80 Broadway, New York, NY 10005 

Routing
Number: 021000021 

Account
Number: 213597397

 

“CREFC®
Intellectual Property Royalty License Fee Rate”: A rate equal to 0.00050% 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®
Investor Reporting Package (CREFC® IRP)”:

 


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(a)        The following eight electronic files: (i) CREFC® Loan Setup File, (ii) CREFC® Loan Periodic Update File, (iii) CREFC® Property File, (iv) CREFC® Bond Level File, (v) CREFC® Financial File, (vi) CREFC® Collateral Summary File, (vii) CREFC® Special Servicer Loan File and (viii) CREFC® Schedule AL File;

 

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

 

(c)        the following eight templates: (i) CREFC® Appraisal Reduction Template, (ii) CREFC® Servicer Realized Loss Template, (iii) CREFC® Reconciliation of Funds Template, (iv) CREFC® Historical Bond/Collateral Realized Loss Reconciliation Template, (v) CREFC® Historical Liquidation Loss Template, (vi) CREFC® Interest Shortfall Reconciliation Template, (vii) CREFC® Servicer Remittance to Trustee Template and (viii) CREFC® Significant Insurance Event Template; and

 

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

 

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

 

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

 

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

 

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

 

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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

“CREFC® Supplemental Servicer Reports”: The CREFC® Delinquent Loan Status Report, the CREFC® Historical Loan Modification and Corrected Mortgage Loan Report, the CREFC® REO Status Report, the CREFC® Servicer Watch List, the CREFC® NOI Adjustment Worksheet, the CREFC® Comparative Financial Status Report, the CREFC® Operating Statement Analysis Report, the CREFC® Loan Level Reserve/LOC Report, the CREFC® Advance Recovery Report and the CREFC® Total Loan Report.

 

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

 


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

 

“Crossover Date”: The Distribution Date, if any, on which the aggregate of the Certificate Balances of the Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificates is (or is expected to be) reduced to zero as a result of the allocation of Pooled Realized Losses to those Classes of Certificates.

 

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

 

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

 

“Custodian”: Any Custodian appointed pursuant to Section 3.19 of this Agreement. If a Custodian is not so appointed, then the Custodian shall be the Certificate Administrator. The Custodian may (but need not) be the Certificate Administrator, the Trustee or the Master Servicer or any Affiliate of the Certificate Administrator, the Trustee or the Master Servicer.

 

“Cut-off Date”: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month).

 

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

 

“Debt Service Coverage Ratio”: With respect to any Mortgage Loan or Serviced Whole Loan as of any date of determination and for any period, the ratio calculated by dividing the net operating income or net cash flow, as applicable, of the related Mortgaged Property or Mortgaged Properties, as the case may be, for the most recently ended 12-month trailing or one-year period for which data is available from the related Borrower (or year-to-date until such time that data for the trailing 12-month period is available), before payment of any scheduled payments of principal and interest on such Mortgage Loan or Serviced Whole Loan but after funding of required reserves and “normalized” information from the CREFC® NOI Adjustment

 


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Worksheet for such Mortgaged Property by the Master Servicer or Special Servicer, if applicable, pursuant to Section 3.13 of this Agreement, by the annual debt service required by such Mortgage Loan or Serviced Whole Loan. Annual debt service shall be calculated by multiplying the Periodic Payment in effect on such date of determination for such Mortgage Loan or Serviced Whole Loan by 12 (or such fewer number of months for which related information is available).

 

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

 

“Default Interest”: With respect to any Mortgage Loan or Serviced Companion Loan, interest accrued on such Mortgage Loan or Serviced Companion Loan (other than Excess Interest) at the excess of (i) the related Default Rate over (ii) the related Mortgage Rate.

 

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

 

“Defaulted Loan”: A Serviced Mortgage Loan, The Stanwix Whole Loan or a Serviced Pari Passu Whole Loan (i) that is delinquent at least 60 days in respect of its Periodic Payments or delinquent in respect of its Balloon Payment, if any; provided that in respect of a Balloon Payment, such period will be 60 days if the related Borrower has provided the Master Servicer or the Special Servicer with a written and fully executed commitment or otherwise binding application for refinancing of the related Mortgage Loan from an acceptable lender reasonably satisfactory in form and substance to the Special Servicer (and the party receiving such commitment will promptly forward a copy of such commitment or application to the Master Servicer or the Special Servicer, as applicable, if it is not evident that a copy has been delivered to such other party); and, in either case, such Delinquency is to be determined without giving effect to any grace period permitted by the related Loan Documents and without regard to any acceleration of payments under the related Mortgage Loan or Serviced Pari Passu Companion Loan or (ii) as to which the Special Servicer has, by written notice to the related Borrower, accelerated the maturity of the indebtedness evidenced by the related Mortgage Note.

 

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

 

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

 

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

 


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

 

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

 

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

 

“Depositor”: CCRE Commercial Mortgage Securities, L.P., a Delaware limited partnership, and its successors and assigns.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

(3)        any related Assignment of Leases (if such item is a document separate from the Mortgage), together with any and all intervening assignments of such Assignment of Leases, in each case (unless the

 


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particular item has not been returned from the applicable recording office) with evidence of recording indicated thereon or certified by the applicable recorder’s office (if in the possession of the related Mortgage Loan Seller);

 

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

 

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

 

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

 

(7)        the related Loan Agreement, if any;

 

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

 

(9)        the lockbox agreement or cash management agreement relating to such Mortgage Loan or the related Serviced Whole Loan, if any;

 

(10)      the environmental indemnity from or delivered on behalf of the related Borrower, if any;

 

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

 

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

 

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

 


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copy of such assignment submitted or to be submitted for filing), if in the possession of the related Mortgage Loan Seller;

 

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

 

(15)      any related Environmental Insurance Policy;

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


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

 

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

 

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

 

(k)        a copy of all zoning reports;

 

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

 

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

 

(n)        a copy of all UCC searches;

 

(o)        a copy of all litigation searches;

 

(p)        a copy of all bankruptcy searches;

 

(q)        a copy of any origination settlement statement;

 

(r)         a copy of the insurance summary report;

 

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

 

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

 

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

 

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

 

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

 


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


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

 

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

 

“Directing Holder”: (a) with respect to any Mortgage Loan (other than The Stanwix Whole Loan, an Excluded Loan or a Servicing Shift Whole Loan), the Controlling Class Representative; (b) with respect to a Servicing Shift Mortgage Loan, prior to the related Servicing Shift Securitization Date, the related holder of the related Control Note; and (c) with respect to The Stanwix Whole Loan so long as it is not an Excluded Loan (i) for so long as no Stanwix Control Appraisal Period exists, the Stanwix Controlling Class Representative and (ii) for so long as a Stanwix Control Appraisal Period exists, the Controlling Class Representative.

 

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

 

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

 

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

 


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

 

“Directing Holder Approval Process”: The process for approval of an Asset Status Report by a Directing Holder described in Section 3.23(e).


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“Directly Operate”: With respect to any Serviced REO Property, the furnishing or rendering of services to the tenants thereof that are not customarily provided to tenants in connection with the rental of space for occupancy only within the meaning of Treasury Regulations Section 1.512(b)-1(c)(5), the management or operation of such Serviced REO Property, the holding of such Serviced REO Property primarily for sale to customers in the ordinary course of a trade or business, or any use of such Serviced REO Property in a trade or business conducted by the Trust Fund, or the performance of any construction work on the Serviced REO Property other than through an Independent Contractor; provided that the Special Servicer, on behalf of the Trust Fund, shall not be considered to Directly Operate a Serviced REO Property solely because the Special Servicer, on behalf of the Trust Fund, establishes rental terms, chooses tenants, enters into or renews leases, deals with taxes and insurance, or makes decisions as to repairs or capital expenditures with respect to such Serviced REO Property or takes other actions consistent with Treasury Regulations Section l.856-4(b)(5)(ii).

 

“Disclosable Special Servicer Fees”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or Serviced REO Property, any compensation and other remuneration (including, without limitation, in the form of commissions, brokerage fees, rebates, and as a result of any other fee-sharing arrangement) received or retained by the Special Servicer or any of its Affiliates that is paid by any Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan and any purchaser of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan or Serviced REO Property) in connection with the disposition, workout or foreclosure of any Mortgage Loan (other than a Non-Serviced Mortgage Loan), Serviced Whole Loan, if applicable, the management or disposition of any Serviced REO Property, and the performance by the Special Servicer or any such Affiliate of any other special servicing duties under this Agreement other than (1) any Permitted Special Servicer/Affiliate Fees and (2) any compensation to which the Special Servicer is entitled pursuant to this Agreement.

 

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

 

“Dispute Resolution Consultation”: As defined in Section 2.04(l)(iii).

 

“Dispute Resolution Cut-off Date”: As defined in Section 2.04(l)(i).

 


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


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

 

“Distribution Accounts”: Collectively, the Upper-Tier REMIC Distribution Account, the Lower-Tier REMIC Distribution Account, the Trust Subordinate Companion Loan REMIC Distribution Account and the Excess Interest Distribution Account, each of which may be sub-accounts of a single Eligible Account.

 

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

 

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

 

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

 


“Due Date”: With respect to (i) any Mortgage Loan or Serviced Whole Loan on or prior to its Maturity Date, the day of the month set forth in the related Mortgage Note on which each Periodic Payment thereon is scheduled to be first due (without regard to any grace period) and (ii) any Mortgage Loan or Serviced Whole Loan after the Maturity Date therefor or any REO Loan, the day of the month set forth in the related Mortgage Note on which each Periodic Payment on such Mortgage Loan or Serviced Whole Loan had been scheduled to be first due (without regard to any grace period).

 

“Early Termination Notice Date”: Any Distribution Date on which the aggregate Stated Principal Balance of the Mortgage Loans and the Trust Subordinate Companion Loan 


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(including REO Loans) remaining in the Trust is less than 1.0% of the aggregate Stated Principal Balance of all of the Mortgage Loans and the Trust Subordinate Companion Loan as of the Cut-off Date.

 

“EDGAR Compatible Format”: With respect to (a) the CREFC® Schedule AL File and the Schedule AL Additional File, XML format or such other format as mutually agreed to between the Depositor, Certificate Administrator and the Master Servicer and (b) any report, file or document other than those listed in clause (a) above, any format compatible with EDGAR, including, without limitation, HTML, word, excel or clean and searchable PDF.

 

“Eligible Account”: Any of:

 

(i)          an account or accounts maintained with a depository institution or trust company (A) the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1” by S&P, “F1” by Fitch and “P-1” from Moody’s, in the case of accounts in which funds are held for 30 days or less or, (B) in the case of accounts in which funds are held for more than 30 days, the long-term unsecured debt obligations of which are rated at least “BBB+” by S&P, “A” by Fitch and “A2” by Moody’s,

 

(ii)         an account or accounts maintained with KeyBank National Association so long as such depository’s long-term deposit accounts or long-term unsecured debt rating shall be at least “BBB+” by S&P, “BBB+” by Fitch and “A2” by Moody’s (if the deposits are to be held in the account for more than 30 days) or KeyBank National Association’s short-term deposit accounts or short-term unsecured debt rating is rated at least “A-2” by S&P, “F2” by Fitch and “P-1” by Moody’s (if the deposits are to be held in the account for 30 days or less),

 

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

 

(iv)        such other account or accounts that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clause (i) or (ii) above, with respect to which a Rating Agency Confirmation has been obtained from each Rating Agency for which the minimum ratings set forth in the applicable clause is not satisfied with respect to such account, or

 


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


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Eligible Accounts may bear interest.

 

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

 

“Eligible Asset Representations Reviewer”: An entity that (a) is the special servicer, operating advisor or asset representations reviewer on a transaction rated by any of DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P and that has not been a special servicer, operating advisor or asset representations reviewer on a transaction for which DBRS, Fitch, KBRA, Moody’s, Morningstar or S&P has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing or other relevant concerns with the special servicer, operating advisor or asset representations reviewer as the sole or material factor in such rating action, (b) can and will make the representations and warranties set forth in Section 2.05(g), (c) is not (and is not affiliated with) any Sponsor, any Mortgage Loan Seller, the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, any Directing Holder, the Risk Retention Consultation Party or any of their respective Affiliates, (d) has neither performed (and is not affiliated with any party hired to perform) any due diligence, loan underwriting, brokerage, borrower advisory or similar services with respect to any Mortgage Loan or any related Companion Loan prior to the Closing Date for or on behalf of any Sponsor, any Mortgage Loan Seller, any Underwriter, any party to this Agreement, the Risk Retention Consultation Party or any Directing Holder of any of their respective Affiliates, nor been paid any fees, compensation or other remuneration by any of them in connection with any such services, and (e) does not directly or indirectly, through one or more Affiliates or otherwise, own any interest in any Certificates, any Mortgage Loans, any Companion Loan or any securities backed by a Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Asset Representations Reviewer (or as Operating Advisor, if applicable) and except as otherwise set forth in Section 11.02.

 


“Eligible Operating Advisor”: An entity (i) that is the special servicer or operating advisor on a commercial mortgage-backed securities transaction rated by each Rating Agency (including, in the case of Park Bridge Lender Services LLC, this transaction) but has not been special servicer on a transaction for which any Rating Agency has qualified, downgraded or withdrawn its rating or ratings of, one or more classes of certificates for such transaction citing servicing concerns with the special servicer as the sole or material factor in such rating action; (ii) that can and will make the representations and warranties set forth in Section 2.05(f) of this Agreement; (iii) that is not (and is not affiliated with (including Risk Retention Affiliated with)) the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, a Mortgage Loan Seller, any Directing Holder, the Stanwix Retaining Third Party Purchaser, the Risk Retention Consultation Party, a Non-Serviced Depositor, a Non-Serviced Trustee, a Non-Serviced Certificate Administrator, a Non-Serviced Master Servicer, a Non-Serviced Special Servicer, an Other Depositor, an Other Trustee, an Other Servicer or an Other Special Servicer or any of the respective Affiliates (including Risk Retention Affiliates) of the foregoing parties; (iv) that has not been paid by any Special Servicer or successor Special Servicer any fees, compensation or other remuneration (x) in respect of its obligations hereunder or (y) for the 


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appointment or recommendation for replacement of a successor Special Servicer to become the Special Servicer; (v) that (x) has been regularly engaged in the business of analyzing and advising clients in commercial mortgage-backed securities matters and has at least five years of experience in collateral analysis and loss projections, and (y) has at least five years of experience in commercial real estate asset management and experience in the workout and management of distressed commercial real estate assets; and (vi) that does not directly or indirectly, through one or more Affiliates or otherwise, own or have derivative exposure in any interest in any Certificates, any Mortgage Loan, the Trust Subordinate Companion Loan or otherwise have any financial interest in the securitization transaction to which this Agreement relates, other than in fees from its role as Operating Advisor and Asset Representations Reviewer (to the extent it also acts as the Asset Representations Reviewer).

 

“Enforcing Party”: The person obligated to enforce the rights of the Trust against the related Mortgage Loan Seller with respect to the Repurchase Request.

 

“Enforcing Servicer”: The Special Servicer.

 

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

 

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

 

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

 

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

 

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

 


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

 

“Excess Interest”: With respect to each of the Mortgage Loans indicated on the Mortgage Loan Schedule as having a Revised Rate, interest accrued on the related outstanding principal balance at the Revised Rate in respect of such Mortgage Loan in excess of the interest accrued at the Initial Rate, plus any related interest accrued on such amounts, to the extent 


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permitted by applicable law and the related Loan Documents. The Excess Interest on any ARD Loan shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

“Excess Interest Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(k), which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 – Excess Interest Distribution Account,” and which must be an Eligible Account or a sub-account of an Eligible Account. The Excess Interest Distribution Account shall not be an asset of any Trust REMIC, but rather shall be an asset of the Grantor Trust.

 

“Excess Modification Fees”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, the sum of (A) the excess, if any, of (i) any and all Modification Fees with respect to a modification, waiver, extension or amendment of any of the terms of such Mortgage Loan or Serviced Whole Loan, as applicable, over (ii) all unpaid or unreimbursed additional expenses (including, without limitation, reimbursement of Advances and interest on Advances to the extent not otherwise paid or reimbursed by the Borrower but excluding Special Servicing Fees, Workout Fees and Liquidation Fees) outstanding or previously incurred on behalf of the Trust with respect to the related Mortgage Loan or Serviced Whole Loan, as applicable, 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 recovered from the related Borrower or otherwise.

 

“Excess Modification Fee Amount”: With respect to either the Master Servicer or the Special Servicer, any Corrected Loan and any particular modification, waiver, extension or amendment with respect to such Corrected Loan that gives rise to the payment of a Workout Fee, an amount equal to the aggregate of any Excess Modification Fees paid by or on behalf of the related Borrower with respect to the related Mortgage Loan (including the related Serviced Companion Loan, if applicable, unless prohibited under the related Co-Lender Agreement) and received and retained by the Master Servicer or the Special Servicer, as applicable, as compensation within the prior 18 months of such modification, waiver, extension or amendment, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 


“Excess Prepayment Interest Shortfall”: With respect to any Distribution Date, (i) with respect to the Mortgage Loans, the aggregate of any Prepayment Interest Shortfalls resulting from any principal prepayments made on the Mortgage Loans to be included in the Pooled Available Funds for such Distribution Date that are not covered by the portion of the Master Servicer’s Compensating Interest Payment for such Distribution Date allocable to the Serviced Mortgage Loans and the portion of the compensating interest payments allocable to the Non-Serviced Mortgage Loans to the extent received from the related Non-Serviced Master Servicers, and (ii) with respect to the Trust Subordinate Companion Loan, the amount of any Prepayment Interest Shortfall resulting from any principal prepayment made on the Trust Subordinate Companion Loan to be included in the Stanwix Available Funds for such Distribution Date that is not covered by the portion of the Master Servicer’s Compensating Interest Payment for the related Distribution Date allocable to the Trust Subordinate Companion Loan.


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

 

“Excess Servicing Fee Rate”: With respect to each Mortgage Loan and any Serviced Companion Loan (and any successor REO Loan with respect thereto), a rate per annum equal to the Servicing Fee Rate (subject to the rights of the Mortgage Loan Seller Sub-Servicers identified on Exhibit X to this Agreement) minus 0.00125%; provided that such rate shall be subject to reduction pursuant to Section 7.02 of this Agreement.

 

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

 

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

 

“Excluded Controlling Class Holder”: A Borrower Party that is (i) with respect to a Mortgage Loan, the Controlling Class Representative or any Controlling Class Certificateholder, or (ii) with respect to the Trust Subordinate Companion Loan, the Stanwix Controlling Class Representative or any Stanwix Controlling Class Certificateholder. Immediately upon obtaining actual knowledge of any such party becoming an “Excluded Controlling Class Holder,” such Excluded Controlling Class Holder shall provide notice in the form of Exhibit L-1E hereto to the Master Servicer, the Special Servicer, the Operating Advisor, the Trustee and the Certificate Administrator, which such notice shall be delivered in accordance with Section 12.05 of this Agreement and shall specifically identify the Excluded Controlling Class Holder and the subject Excluded Controlling Class Loan. Additionally, any Excluded Controlling Class Holder shall also send to the Certificate Administrator a notice substantially in the form of Exhibit L-1F hereto, which such notice shall provide each of the user ID’s for the Certificate Administrator’s website associated with such Excluded Controlling Class Holder, and which such notice shall direct the Certificate Administrator to restrict such Excluded Controlling Class Holder’s access to the Certificate Administrator’s Website as provided in this Agreement.

 


“Excluded Controlling Class Loan”: Any Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or any Controlling Class Certificateholder (or, with respect to The Stanwix Whole Loan so long as a Stanwix Control Appraisal Period is not continuing, the Stanwix Controlling Class Representative or any Stanwix Controlling Class Certificateholder), as applicable, is a Borrower Party.

 

“Excluded Information”: With respect to any Excluded Controlling Class Loan, any information and reports solely relating to such Excluded Controlling Class Loan and/or the related Mortgaged Properties, including, without limitation, any Asset Status Reports, Final Asset Status Reports or summaries thereof, or any appraisals, inspection reports (related to Specially Serviced Loans conducted by the Special Servicer or the Excluded Special Servicer), recoverability officer’s certificates, the Operating Advisor Annual Reports, any determination of a Special Servicer’s net present value calculation, any Appraisal Reduction Amount or Collateral 


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Deficiency Amount calculations, environmental assessments, seismic reports and property condition reports and such other information and reports designated as Excluded Information (other than such information with respect to such Excluded Controlling Class Loan that is aggregated with information of other Mortgage Loans at a pool level) by the Master Servicer, the Special Servicer and the Operating Advisor, as the case may be. For the avoidance of doubt, any file or report contained in the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to any Excluded Controlling Class Loan) and any Schedule AL Additional File shall not be considered “Excluded Information.” For the avoidance of doubt, the Certificate Administrator’s obligation to segregate any information delivered to it under the “Excluded Information” tab on the Certificate Administrator’s Website shall be triggered solely by such information being delivered in the manner provided in Section 3.32 hereof.

 

“Excluded Loan”: A Mortgage Loan or Whole Loan with respect to which, as of any date of determination, the Controlling Class Representative or the holder(s) of the majority of the Controlling Class (by Certificate Balance) (or, with respect to The Stanwix Whole Loan prior to the continuation of a Stanwix Control Appraisal Period, the Stanwix Controlling Class Representative or the holder(s) of a majority of the Stanwix Controlling Class (by Certificate Balance)) is (or are) a Borrower Party.

 

“Excluded Risk Retention Consultation Party Loan”: A Serviced Mortgage Loan or Serviced Whole Loan with respect to which, as of any date of determination, the Risk Retention Consultation Party or the holder of the majority of the VRR Interest is a Borrower Party.

 

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

 

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

 

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

 


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


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“Final Dispute Resolution Election Notice”: As defined in Section 2.04(l)(iii).

 

“Final Recovery Determination”: With respect to any Specially Serviced Loan, Serviced REO Loan or any Mortgage Loan or Trust Subordinate Companion Loan subject to repurchase by the related Mortgage Loan Seller pursuant to Section 2.04(e) of this Agreement, or in the case of a Whole Loan, subject to a purchase pursuant to the applicable Co-Lender Agreement, or any Mortgage Loan or Whole Loan subject to purchase pursuant to any related mezzanine intercreditor agreement, the recovery of all Insurance Proceeds, Liquidation Proceeds, the related Purchase Price and other payments or recoveries (including proceeds of the final sale of any Serviced REO Property) which the Master Servicer (or in the case of a Specially Serviced Loan or Serviced REO Loan, the Special Servicer), in its reasonable judgment, and, if no Consultation Termination Event has occurred and is continuing, in consultation with the Directing Holder, as evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Custodian (and the Master Servicer, if the certificate is from the Special Servicer), expects to be finally recoverable. If no Control Termination Event has occurred and is continuing, the Directing Holder shall have ten (10) Business Days to review and approve each such recovery determination; provided that if the Directing Holder fails to approve or disapprove any recovery determination within ten (10) Business Days of receipt of the initial recovery determination, such consent shall be deemed given. The Master Servicer shall maintain records, prepared by a Servicing Officer, of each Final Recovery Determination until the earlier of (i) its termination as the Master Servicer hereunder and the transfer of such records to a successor servicer and (ii) five years following the termination of the Trust Fund.

 

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

 

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

 


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

 

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

 

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

 

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


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“GACC Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of October 1, 2019, among GACC and the Depositor.

 

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

 

“Gain-on-Sale Remittance Amount”: For each Distribution Date, the lesser of (i) the amount on deposit in the Gain-on-Sale Reserve Account and available for distribution on such Distribution Date and (ii) the excess, if any, of (A) the aggregate of (1) the Interest Distribution Amounts for all Classes of Pooled Regular Certificates for such Distribution Date, (2) the Principal Distribution Amount for such Distribution Date and (3) all previously allocated Pooled Realized Losses reimbursable with respect to the Pooled Principal Balance Certificates on such Distribution Date, over (B) the amount of the Pooled Available Funds for such Distribution Date without regard to any withdrawals from the Gain-on-Sale Reserve Account.

 

“Gain-on-Sale Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(i) of this Agreement for the Pooled Certificateholders and, in the case of a Serviced Companion Loan, the Serviced Companion Loan Noteholders, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 and, if applicable, Serviced Companion Loan Noteholders, Gain-on-Sale Reserve Account.” The Gain-on-Sale Reserve Account must be an Eligible Account or a sub-account of an Eligible Account and will be an asset of the Lower-Tier REMIC.

 


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

 

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

 

“Grand Canal Shoppes Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Grand Canal Shoppes.

 

“Grantor Trust”: A segregated asset pool within the Trust Fund, which at all times shall be treated as a “grantor trust” under the Grantor Trust Provisions, consisting of the Class S Specific Grantor Trust Assets, beneficial ownership of which is represented by the Class S Certificates, in each case as further described in this Agreement.


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

 

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

 

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

 

“Holder”: With respect to any Certificate, a Certificateholder; with respect to any Lower-Tier Regular Interest or Trust Subordinate Companion Loan Regular Interest, the Trustee for the benefit of the Certificateholders.

 

“HRR Interest”: As defined in the Preliminary Statement under the caption “Risk Retention.”

 

“Indemnification Agreements”: Each of the CCRE Indemnification Agreement, the SMC Indemnification Agreement, the KBNA Indemnification Agreement and the GACC Indemnification Agreement.

 

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

 

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

 


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

 

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

 

“Indemnifying Party A”: As defined in Section 8.05(g) of this Agreement, as the context requires.

 

“Indemnifying Party B”: As defined in Section 8.05(h) of this Agreement, as the context requires.

 

“Independent”: When used with respect to any specified Person, any such Person who (i) does not have any direct financial interest, or any material indirect financial interest, in any of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, any Directing Holder, the Controlling Class Representative, the Risk Retention 


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Consultation Party, any Borrower or Manager or any Affiliate thereof, and (ii) is not connected with any such Person thereof as an officer, employee, promoter, underwriter, trustee, partner, director or Person performing similar functions.

 

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

 

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

 


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

 

“Initial Purchasers”: Cantor Fitzgerald & Co., KeyBanc Capital Markets Inc., Deutsche Bank Securities Inc. and their respective successors in interest.

 

“Initial Rate”: The stated Mortgage Rate with respect to an ARD Loan as of the Cut-off Date.

 

“Initial Resolution Period”: As defined in Section 2.04(e) of this Agreement.

 

“Initial Requesting Certificateholder”: The first Certificateholder or Certificate Owner of a Pooled Certificate to deliver a Repurchase Request as described in Section 2.04(k) with respect to a Mortgage Loan. For the avoidance of doubt, there may not be more than one Initial Requesting Certificateholder with respect to any Mortgage Loan.


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“Initial Schedule AL Additional File”: The data file containing additional information or schedules regarding data points in the Initial Schedule AL File required by Item 1111(h)(4) of Regulation AB and Item 601(b)(103) of Regulation S-K.

 

“Initial Schedule AL File”: The data file(s) prepared by, or on behalf of, the Depositor and filed as Exhibit 102 and, if applicable, Exhibit 103 to the Form ABS-EE incorporated by reference into the Prospectus.

 

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

 

“Inland Life Storage Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Inland Life Storage Portfolio.

 

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

 

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

 

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

 

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

 


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

 

“Interest Reserve Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(e) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Interest Reserve Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Interest Reserve Account shall be an asset of the Lower-Tier REMIC.

 

“Interest Shortfall”: On any Distribution Date for any Class of Pooled Regular Certificates, subject to increase as described in the first paragraph of Section 4.01(f) of this 


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Agreement, the sum of (a) the portion of the Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) in the case of a Class of Pooled Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the current Distribution Date and (ii) in the case of a Class of Pooled Class X Certificates, one-month’s interest on that amount remaining unpaid at the WAC Rate for such Distribution Date.

 

“Interested Person”: As of any date of determination, the Depositor, the Master Servicer, the Special Servicer, the Excluded Special Servicer, if any, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Directing Holder, the Risk Retention Consultation Party, any Companion Loan Holder, any Certificateholder, any Borrower, any Mortgage Loan Seller, any holder of a related mezzanine loan, any Manager, any Borrower Party, any Independent Contractor engaged by the Special Servicer pursuant to Section 3.15 of this Agreement, or any Person known to a Servicing Officer of the Special Servicer to be an Affiliate of any of them.

 

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

 

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

 

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

 

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

 


“Investor Certification”: A certificate (which may be in electronic form) substantially in the form of Exhibit L-1A, Exhibit L-1B, Exhibit L-1C or Exhibit L-1D to this Agreement, representing (i) that such Person executing the certificate is a Certificateholder, the Controlling Class Representative, the Stanwix Controlling Class Representative or the Risk Retention Consultation Party (in each case, to the extent such Person is not a Certificateholder), a beneficial owner of a Certificate, a Companion Loan Noteholder or a prospective purchaser of a Certificate (or any investment advisor or manager or other representative of the foregoing), (ii) that either (a) such Person is the Risk Retention Consultation Party or is a Person who is not a Borrower Party, in which case such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder, or (b) such Person is a Borrower Party in which case (1) if such Person is the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative or a Stanwix Controlling Class Certificateholder, such Person shall have access to all the reports and information made available to Certificateholders via the Certificate Administrator’s Website hereunder other than any Excluded Information as set forth herein, or (2) if such Person is not the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling 


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Class Representative or a Stanwix Controlling Class Certificateholder, in which case such Person shall only receive access to the Distribution Date Statements prepared by the Certificate Administrator, (iii) that such Person has received a copy of the final Prospectus and (iv) such Person agrees to keep any Privileged Information confidential and will not violate any securities laws; provided, however, that the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative or a Stanwix Controlling Class Certificateholder (i) shall be permitted to obtain, upon request, in accordance with Section 4.02(b) of this Agreement any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such party is not a Borrower Party (if such Excluded Information is not otherwise available to such party via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be, and (ii) shall be considered a Privileged Person for all other purposes, except with respect to its ability to obtain information with respect to any related Excluded Controlling Class Loan as to which it is a Borrower Party. The Master Servicer, the Trustee and the Certificate Administrator may conclusively rely on the Investor Certification.

 

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

 

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

 

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

 

“IRS”: The Internal Revenue Service.

 

“KBNA”: KeyBank National Association, in its capacity as a Mortgage Loan Seller, and its successors in interest.

 

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

 


“KBNA Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of October 1, 2019, among KBNA and the Depositor.

 

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

 

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


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REO Property during any Collection Period (including any grace period applicable under the original Mortgage Loan or Serviced Whole Loan), whether as Insurance Proceeds, Condemnation Proceeds, Liquidation Proceeds, REO Proceeds or otherwise, which represent late collections of principal or interest due or deemed due in respect of such REO Loan or the predecessor Mortgage Loan or Serviced Whole Loan (without regard to any acceleration of amounts due under the predecessor Mortgage Loan or Serviced Whole Loan by reason of default) on a Due Date in a previous Collection Period and not previously recovered. The term “Late Collections” shall specifically exclude Penalty Charges.

 

“Liberty MA Portfolio Whole Loan”: The Whole Loan secured by the portfolio of Mortgaged Properties identified on the Mortgage Loan Schedule as Liberty MA Portfolio.

 

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

 

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

 


(a)        the lesser of:

 

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

 

(ii)         $1,000,000.

 

(b)        with respect to any particular liquidation (or partial liquidation), as reduced by the amount of any Excess Modification Fees paid by or on behalf of the related Borrower with respect to the related Mortgage Loan (including a Serviced Companion Loan) or REO 


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Property and received by the Special Servicer as additional servicing compensation within the prior 18 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

In addition, with respect to each Mortgage Loan and each Serviced Companion Loan (with respect to any Serviced Companion Loan (other than the Trust Subordinate Companion Loan), only to the extent that (i) the Special Servicer is enforcing the related Mortgage Loan Seller’s obligations under the applicable Mortgage Loan Purchase Agreement with respect to such Serviced Companion Loan and (ii) the related Liquidation Fee is not otherwise required to be paid to the Other Special Servicer engaged with respect to the securitization trust that includes such Serviced Companion Loan or prohibited from being paid to the Special Servicer under this Agreement (in each case, under the Other PSA governing the securitization trust that includes such Serviced Companion Loan) as to which the Special Servicer obtains any payment or Loss of Value Payment from the applicable Mortgage Loan Seller in connection with the repurchase of such Mortgage Loan and Serviced Companion Loan by the applicable Mortgage Loan Seller following the dispute resolution procedures specified in Section 2.04 of this Agreement, the Special Servicer will be entitled to a fee payable from, and calculated by application of 1.00% to the related payment or Loss of Value Payment (exclusive of default interest), subject to a cap of $1,000,000; provided, however, that any such fee payable with respect to the Serviced Companion Loan will be payable solely from proceeds on such Serviced Companion Loan.

 

Notwithstanding the foregoing, no Liquidation Fee shall be payable based on, or out of, Liquidation Proceeds received in connection with, or with respect to:

 

(a)        the purchase of any Defaulted Loan by the Special Servicer, the Directing Holder or any Companion Loan Holder or any of their respective Affiliates if such purchase occurred within 90 days after the transfer of the Defaulted Loan to special servicing;

 


(b)        the purchase of (A) all the Mortgage Loans, the Trust Subordinate Companion Loan and all property acquired in respect of any Mortgage Loan or the Trust Subordinate Companion Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master Servicer or (B) the Trust Subordinate Companion Loan by any Holder of Loan-Specific Certificates owning a majority of the Percentage Interest of the Stanwix Controlling Class, the Special Servicer or the Master Servicer, in each case pursuant to Section 9.01 of this Agreement;

 

(c)        a repurchase or replacement of a Mortgage Loan or Trust Subordinate Companion Loan (other than an REO Mortgage Loan or REO Trust Subordinate Companion Loan) by the applicable Mortgage Loan Seller due to a breach of a representation or warranty or a document defect in the mortgage file if the applicable Mortgage Loan Seller repurchases or replaces such Mortgage Loan or Trust Subordinate Companion Loan within the Initial Resolution Period (and giving effect to any applicable Resolution Extension Period);


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

 

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

 

(e)        a Loss of Value Payment by a Mortgage Loan Seller, if the applicable Mortgage Loan Seller makes such Loss of Value Payment within the Initial Resolution Period (and giving effect to any applicable extension period beyond the end of the Initial Resolution Period set forth in Section 2.04(e) of this Agreement); and

 


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

 

“Liquidation Proceeds”: Cash amounts (other than Insurance Proceeds and Condemnation Proceeds and REO Proceeds) received by or paid to the Master Servicer or the Special Servicer in connection with: (i) the liquidation of a Mortgaged Property or other collateral constituting security for a Defaulted Loan, through trustee’s sale, foreclosure sale, disposition of REO Property or otherwise, exclusive of any portion thereof required to be released to the related Borrower in accordance with applicable law and the terms and conditions of the related Mortgage Note and Mortgage; (ii) the realization upon any deficiency judgment obtained against a Borrower; (iii) the sale of a Defaulted Loan; (iv) the repurchase of a Mortgage Loan (or related REO Mortgage Loan) or the Trust Subordinate Companion Loan (or related REO Trust Subordinate Companion Loan) by the applicable Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement; (v) the purchase of (A) all the Mortgage Loans, the Trust Subordinate Companion Loan and all property acquired in respect of any Mortgage Loan or the Trust Subordinate Companion Loan by the Sole Certificateholder, the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Special Servicer or the Master 


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Servicer or (B) the Trust Subordinate Companion Loan by any Holder of Loan-Specific Certificates owning a majority of the Percentage Interest of the Stanwix Controlling Class, the Special Servicer or the Master Servicer, in each case pursuant to Section 9.01 of this Agreement; (vi) with respect to any existing mezzanine indebtedness or any mezzanine indebtedness that may exist on a future date, the purchase of the related Mortgage Loan by a mezzanine lender; (vii) in the case of a Mortgage Loan that is part of a Whole Loan, the purchase of such Mortgage Loan by a related Companion Loan Noteholder, or the applicable designee, as applicable, pursuant to the related Co-Lender Agreement; or (viii) the transfer of any Loss of Value Payments from the Loss of Value Reserve Fund to the Collection Account in accordance with Section 3.06(e) or Section 3.06(g) of this Agreement or a Serviced Whole Loan Custodial Account in accordance with Section 3.06(g) of this Agreement (provided that, for the purpose of determining the amount of the Liquidation Fee (if any) payable to the Special Servicer in connection with such Loss of Value Payment, the full amount of such Loss of Value Payment shall be deemed to constitute “Liquidation Proceeds” from which the Liquidation Fee (if any) is payable as of such time such Loss of Value Payment is made by the applicable Mortgage Loan Seller). With respect to the Mortgaged Property or Mortgaged Properties securing any Non-Serviced Mortgage Loan or Non-Serviced Companion Loan, only the portion of such amounts payable to the holder of the related Non-Serviced Mortgage Loan will be included in Liquidation Proceeds.

 

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

 

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

 


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

 

“Loan-Specific Certificateholder”: A Certificateholder of a Loan-Specific Certificate.

 

“Loan-Specific Certificates”: The Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates.

 

“Loan-Specific Class X Certificates”: The Class SWX1 and Class SWX2 Certificates.

 

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

 

“Loan-Specific Principal Balance Certificates”: The Class SWA, Class SWC, Class SWD, Class SWE and Class SWRR Certificates.


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“Loan-Specific Private Placement Memorandum”: The Depositor’s Private Placement Memorandum, dated September 26, 2019, relating to the offering of the Loan-Specific Certificates.

 

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

 

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

 

“Loss of Value Payment”: As defined in Section 2.04(f) of this Agreement.

 

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

 

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

 


“Lower-Tier Principal Balance”: With respect to any Class of Lower-Tier Regular Interest, initially will equal the original principal balance set forth in the Preliminary Statement herein, and from time to time will equal such amount reduced by the amount of distributions of the Lower-Tier Distribution Amount allocable to principal thereof and Pooled Realized Losses allocable thereto in all prior periods as described in Section 4.01(f) of this Agreement, such that at all times the Lower-Tier Principal Balance of such Lower-Tier Regular Interest shall equal the Certificate Balance of the Corresponding Certificates.

 

“Lower-Tier Regular Interests”: The Class LA-1 Interest, the Class LA-2 Interest, the Class LA-SB Interest, the Class LA-3 Interest, the Class LA-4 Interest, the Class LA-5 Interest, the Class LA-S Interest, the Class LB Interest, the Class LC Interest, the Class LD Interest, the Class LE Interest, the Class LF Interest, the Class LG Interest and the Class LNR-RR Interest issued by the Lower-Tier REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Lower-Tier Regular Interest (i) is designated as a “regular interest” in the Lower-Tier REMIC, (ii) relates to its Corresponding Certificates and Corresponding Component (if any), (iii) is uncertificated, (iv) has an initial Lower-Tier Principal Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the WAC Rate, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01 of this Agreement.


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

 

“Lower-Tier REMIC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Lower-Tier REMIC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Lower-Tier REMIC Distribution Account shall be an asset of the Lower-Tier REMIC.

 

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

 

“MAI”: Member of the Appraisal Institute.

 

“Major Decision”: With respect to any Mortgage Loan, any of the following:

 


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

 

(b)       any modification, consent to a modification or waiver of any monetary term (other than late fees and Default Interest) or material non-monetary term (including, without limitation, the timing of payments and acceptance of discounted payoffs) of a Serviced Mortgage Loan or Serviced Whole Loan or any extension of the Maturity Date of such Mortgage Loan or Serviced Whole Loan;

 

(c)        following a default or an event of default with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any exercise of remedies, including the acceleration of the Mortgage Loan or Serviced Whole Loan or initiation of any proceedings, judicial or otherwise, under the related Loan Documents;

 

(d)        any sale of a Defaulted Loan (that is not a Non-Serviced Mortgage Loan) or REO Property (other than in connection with the termination of the Trust as provided in Section 9.01 or a Defaulted Loan that is a Non-Serviced Mortgage Loan that the Special Servicer is permitted to sell in accordance with Section 3.16(b) of this Agreement, in each case for less than the applicable Purchase Price;


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(e)       any determination to bring a Mortgaged Property or an REO Property into compliance with applicable environmental laws or to otherwise address Hazardous Material located at a Mortgaged Property or an REO Property;

 

(f)       any release of material collateral or any acceptance of substitute or additional collateral for a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or any consent to either of the foregoing, other than (i) the release of collateral securing any Mortgage Loan in connection with a defeasance, (ii) the acceptance of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a defeasance; or (iii) immaterial condemnation actions and other similar takings, or if otherwise required pursuant to the specific terms of the related Loan Documents and for which there is no lender discretion;

 

(g)        any waiver of a “due-on-sale” or “due-on-encumbrance” clause with respect to a Serviced Mortgage Loan or a Serviced Whole Loan or any consent to such a waiver or consent to a transfer of the Mortgaged Property or interests in the Borrower;

 

(h)       any property management company changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) with a principal balance greater than $2,500,000), including, without limitation, approval of the termination of a manager and appointment of a new property manager, or franchise changes (with respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, in each case, for which lender consent or approval is required under the Loan Documents);

 

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

 


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

 

(k)        any determination of an Acceptable Insurance Default;

 

(l)        any modification, waiver or amendment of any lease, the execution of any new lease or the granting of a subordination and non-disturbance or attornment agreement in connection with any lease, at a Mortgaged Property if (i) the lease involves a ground lease or lease of an outparcel or affects an area greater than or equal to the lesser of (A) 30% of the net rentable area of the improvements at the Mortgaged Property and (B) 30,000 square feet of the improvements at the Mortgaged Property and (ii) such transaction either is not a routine leasing matter or such transaction relates to a Specially Serviced Loan, provided that if lender consent is not required for such transaction pursuant to the Loan Documents, such transaction will not constitute a Major Decision;


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(m)     any material modification, waiver or amendment of an intercreditor agreement or similar agreement with any mezzanine lender or subordinate debt holder related to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, or any action to enforce rights (or decision not to enforce rights) with respect thereto, or any material modification, waiver or amendment thereof;

 

(n)        any incurrence of additional debt by a Borrower or any mezzanine financing by any beneficial owner of a Borrower (to the extent that the lender has consent rights pursuant to the related Loan Documents (for purposes of the determination whether a lender has such consent rights pursuant to the related Loan Documents, any Loan Document provision that requires that an intercreditor agreement be reasonably or otherwise acceptable to the lender will constitute such consent rights));

 

(o)       any determination by the Master Servicer to transfer a Mortgage Loan or Serviced Whole Loan to the Special Servicer under the circumstances described in clause (v) of the definition of “Specially Serviced Loan”; and

 

(p)      solely in the case of The Stanwix Whole Loan, to the extent not already set forth above, solely for purposes of compliance with the Credit Risk Retention Rules and solely with respect to the Operating Advisor’s non-binding consultation rights, (i) any material modification of, or waiver with respect to, any provision of a Loan Document (including a Mortgage); (ii) foreclosure upon or comparable conversion of the ownership of a Mortgaged Property; and (iii) any acquisition of a Mortgaged Property (provided, however, that for so long as a Control Termination Event has occurred and is continuing but a Consultation Termination Event has not occurred and is continuing, the applicable Directing Holder will, to the extent not already set forth above, have consultation rights with respect to the matters specified in this clause (p));

 


provided, however, that notwithstanding the foregoing, the Master Servicer and the Special Servicer may mutually agree as provided in this Agreement that the Master Servicer will process and obtain the prior consent of the Special Servicer with respect to any of the matters listed in the foregoing clauses (a) through (o) with respect to any Performing Loan, and, whether processed by the Master Servicer or not, with respect to a Major Decision, the Master Servicer and Special Servicer will each be entitled to 50% of any Excess Modification Fees, consent fees, ancillary fees (other than fees for insufficient or returned checks), assumption fees, transfer fees, earnout fees and similar fees (other than assumption application fees, defeasance fees and review fees) paid in connection with such matters as provided in Section 3.12.

 

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

 

With respect to any Serviced Whole Loan, for so long as the holder of the related Serviced Companion Loan is the “Controlling Holder”, the “Directing Holder”, “Directing Lender” or any analogous concept under the related Co-Lender Agreement, then with respect to 


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such Serviced Whole Loan, the term “Major Decision” shall mean “Major Decision”, “Major Action” or any analogous concept under the related Co-Lender Agreement.

 

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

 

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

 

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

 

“Marriott SpringHill Suites and Towneplace Suites Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Marriott SpringHill Suites and Towneplace Suites.

 

“Master Servicer”: KeyBank National Association, a national banking association, or its successor in interest, or any successor master servicer appointed as provided herein.

 

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

 


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

 

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

 

“Master Servicer Website”: The internet website maintained by the Master Servicer; initially located at “www.keybank.com/key2cre.”

 

“Master Servicing Fee”: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan for any Distribution Date, an amount for the related Interest Accrual Period equal to the product of (i) the applicable Master Servicing Fee Rate multiplied by (ii) the Stated Principal Balance of such Mortgage Loan or the Trust Subordinate Companion Loan immediately prior to such Distribution Date, computed on the same accrual basis as interest accrues on the related Mortgage Loan or the Trust Subordinate Companion Loan, as applicable. For the avoidance of doubt, the Master Servicing Fee with respect to each Mortgage Loan shall be payable from the Lower-Tier REMIC and the Master Servicing Fee with respect to the Trust Subordinate Companion Loan shall be payable from the Trust Subordinate Companion Loan REMIC.


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“Master Servicing Fee Rate”: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, the rate per annum set forth on Exhibit B to this Agreement under the column labeled “Master Servicing Fee Rate”.

 

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

 

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

 

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

 

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

 

“Modification Fees”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan, any and all fees with respect to a modification, restructure, extension, waiver or amendment that modifies, restructures, extends, amends or waives any term of the related Loan Documents (as evidenced by a signed writing) agreed to by the Master Servicer or the Special Servicer (other than all Assumption Fees, consent fees, assumption application fees, defeasance fees and fees similar to the foregoing). For the avoidance of doubt, Special Servicing Fees, Workout Fees and Liquidation Fees due to the Special Servicer in connection with a modification, restructure, extension, waiver or amendment shall not be considered Modification Fees. For each modification, restructure, extension, waiver or amendment in connection with working out of a Specially Serviced Loan, the Modification Fees collected from the related Borrower shall be subject to a cap of 1.0% of the outstanding principal balance of such Serviced Mortgage Loan or Serviced Whole Loan on the closing date of the related modification, restructure, extension, waiver or amendment (prior to giving effect to such modification, restructure, extension, waiver or amendment); provided that, other than as set forth in the following paragraph, no aggregate cap shall exist in connection with the amount of Modification Fees which may be collected from the related Borrower with respect to any Specially Serviced Loan.

 


With respect to each of the Master Servicer and the Special Servicer, the Excess Modification Fees collected and earned by such Person from the related Borrower (taken in the aggregate with any other Excess Modification Fees collected and earned by such Person from the related Borrower within the prior 18-months of the collection of the current Excess Modification Fees) will be subject to a cap of 1.0% of the outstanding principal balance of the related Serviced Mortgage Loan or Serviced Whole Loan, as applicable, on the closing date of the related modification, extension, waiver or amendment (after giving effect to such modification, extension, waiver or amendment) with respect to any Serviced Mortgage Loan or Serviced Whole Loan, as applicable.

 

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


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

 

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

 

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

 

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

 

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

 


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

 

“Mortgage File”: With respect to any Mortgage Loan, the Trust Subordinate Companion Loan or any other Serviced Companion Loan, subject to Section 2.01 and Section 2.03, collectively the following documents pertaining to such particular Mortgage Loan, the Trust Subordinate Companion Loan or other Serviced Companion Loan and any additional documents required to be added to such Mortgage File pursuant to the express provisions of this Agreement:

 

(i)         With respect to the subject Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, (A) the original Mortgage Note, endorsed on its face or by allonge attached to the Mortgage Note, without recourse, either in blank, or to the order of the Trustee in the following form: “Pay to the order of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, without recourse”; and including or accompanied by all prior or intervening endorsements, if any, showing a complete, 


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unbroken chain of endorsement from the Originator to the most recent endorsee prior to the Trustee (or if the original Mortgage Note has been lost, an affidavit to such effect from the applicable Mortgage Loan Seller or another prior holder, together with a copy of the Mortgage Note and an indemnity properly assigned and endorsed to the Trustee); and (B) in the case of each related Serviced Companion Loan in addition to the Trust Subordinate Companion Loan, a copy of the executed Mortgage Note for such Serviced Companion Loan;

 

(ii)        the original (or a copy certified by the applicable recording office) of the Mortgage and, if applicable, the originals (or copies certified by the applicable recording office) of any intervening assignments of the Mortgage, showing a complete chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan, as applicable, to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording indicated thereon or certified to have been submitted for recording;

 

(iii)       an original of an Assignment of Mortgage in recordable form (subject to the completion of missing recording information and, if applicable, the assignee’s name) or, if the related Mortgage Loan Seller is responsible for the recording thereof, a copy of such Assignment of Mortgage to be sent for recordation, in each case executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders); provided that, with respect to a Servicing Shift Mortgage Loan, such assignments will be executed in blank until the earliest of (x) the related Servicing Shift Securitization Date, (y) the date on which such Mortgage Loan becomes a Specially Serviced Loan and (z) 180 days after the Closing Date;

 


(iv)      the original or a copy of the related Assignment of Leases, Rents and Profits (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments thereof showing a complete chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee of record thereof prior to the Trustee, if any, in each case with evidence of recording indicated thereon or certified to have been submitted for recording;

 

(v)        an original assignment of any related Assignment of Leases, Rents and Profits (a “Reassignment of Assignment of Leases, Rents and Profits”) (if such item is a document separate from the Mortgage), in recordable form (subject to the completion of missing recording information and, if applicable, the assignee’s name), or a copy thereof if the related Mortgage Loan Seller is responsible for the recording thereof, in each case executed by the most recent assignee of record thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion 


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Loan Noteholders), which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above; provided that, with respect to a Servicing Shift Mortgage Loan, such assignments will be executed in blank until the earliest of (x) the related Servicing Shift Securitization Date, (y) the date on which such Mortgage Loan becomes a Specially Serviced Loan and (z) 180 days after the Closing Date;

 

(vi)       (A) an original or copy of any related security agreement (if such item is a document separate from the Mortgage) and, if applicable, the originals or copies of any intervening assignments of such security agreement and of all other unrecorded Loan Documents showing a complete chain of assignment from the Originator of the related Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any; and (B) an original assignment of any related security agreement (if such item is a document separate from the related Mortgage) and of all other unrecorded Loan Documents executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originator, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders), which assignment may be included as part of the corresponding Assignment of Mortgage referred to in clause (iii) above;

 

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

 


(viii)     the original or a copy of the lender’s title insurance policy issued in connection with the origination of the Mortgage Loan, together with all endorsements or riders (or copies thereof) that were issued with or subsequent to the issuance of such policy, insuring the priority of the Mortgage as a first lien on the Mortgaged Property, or (subject to Section 2(d) of the applicable Mortgage Loan Purchase Agreement) a “marked up” commitment to insure marked as binding and countersigned by the related insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company), or (subject to Section 2(d) of the applicable Mortgage Loan Purchase Agreement) an agreement to provide the same pursuant to binding escrow instructions executed by an authorized representative of the title company;

 

(ix)     stamped or certified copies of any UCC financing statements, related amendments and continuation statements that were filed in order to perfect (and maintain the perfection of) any security interest held by the Originator of the Mortgage Loan or related Serviced Whole Loan (and each assignee of record prior to the Trustee) in and to the personalty of the Borrower at the Mortgaged Property (in each case with evidence of filing or recording thereon) and which were in the possession of the related Mortgage Loan Seller (or its agent), together with original UCC-3 assignments of financing statements showing a complete chain of assignment from the secured party named in the applicable 


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UCC-1 financing statements to the most recent assignee of record thereof prior to the Trustee, if any;

 

(x)       an original assignment of UCC financing statement by the most recent assignee of record prior to the Trustee or, if none, by the Originator, in favor of the Trustee of any UCC financing statement referred to in the immediately preceding clause (ix) that has been executed and filed in favor of the applicable Mortgage Loan Seller in the relevant jurisdiction (or, if the related Mortgage Loan Seller is responsible for the filing of such assignment, a copy of such assignment to be sent for filing), evidencing the transfer of such security interest, either in blank or in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any related Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders);

 

(xi)      (A) a copy of any co-lender agreement or intercreditor agreement relating to existing debt of the Borrower, including any Co-Lender Agreement relating to a Whole Loan, (B) in the case of a related Non-Serviced Whole Loan, a copy of the related Non-Serviced PSA and (C) in the case of a related Serviced Whole Loan, a copy of each related Other PSA;

 

(xii)     with respect to any Mortgage Loan with related mezzanine debt or other subordinate debt (other than a Companion Loan), a copy of the related co-lender agreement, subordination agreement or other intercreditor agreement;

 

(xiii)     the original or a copy of the Loan Agreement relating to such Mortgage Loan or Serviced Whole Loan, if any;

 


(xiv)     the original or a copy of the power of attorney (with evidence of recording thereon, if appropriate) granted by the related Borrower if the Mortgage, Mortgage Note or other document or instrument referred to above was signed on behalf of the Borrower pursuant to such power of attorney;

 

(xv)       the original (or copy, if the original is held by the Master Servicer or applicable Non-Serviced Master Servicer pursuant to Section 2.01(d)) of any letter of credit held by the lender as beneficiary or assigned as security for such Mortgage Loan, together with the appropriate assignment or amendment documentation related to the assignment to the Trust of any letter of credit securing such Mortgage Loan (or copy thereof, if the original is held by the Master Servicer or applicable Non-Serviced Master Servicer pursuant to Section 2.01(d)) which entitles the Master Servicer on behalf of the Trust to draw thereon;

 

(xvi)      if the Borrower has a leasehold interest in the related Mortgaged Property, the original or copy of the ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, the original of such space lease or air rights lease), and any related lessor estoppel or similar agreement or a copy thereof, if any;


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(xvii)     the original or copy of any guaranty of the obligations of the Borrower under a Mortgage Loan or related Serviced Whole Loan, together with, as applicable, (A) the original or copies of any intervening assignments of such guaranty showing a complete chain of assignment from the Originator of the Mortgage Loan or Serviced Whole Loan to the most recent assignee thereof prior to the Trustee, if any, and (B) an original assignment of such guaranty in favor of the Trustee executed by the most recent assignee thereof prior to the Trustee or, if none, by the Originator;

 

(xviii)    copies of the currently effective Management Agreements, if any, for the Mortgaged Properties;

 

(xix)     with respect to hospitality properties, a copy of the franchise agreement, if any, an original or copy of the comfort letter, if any, and if, pursuant to the terms of such comfort letter, the general assignment of the Mortgage Loan is not sufficient to transfer or assign the benefits of such comfort letter to the Trust, a copy of the notice to the franchisor of the transfer of such Mortgage Loan and/or a copy of the request for the issuance of a new comfort letter in favor of the Trust (in each case, as and to the extent required pursuant to the terms of such comfort letter), with the original of any replacement comfort letter to be included in the Mortgage File following receipt thereof by the Master Servicer;

 

(xx)     if any related escrow agreement, Lock-Box Agreement or Cash Collateral Account Agreement is separate from the Mortgage or Loan Agreement, a copy thereof; with respect to the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts, if any, a stamped or certified copy of the UCC-1 financing statements, if any, submitted for filing with respect to the related mortgagee’s security interest in the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts and all funds contained therein (and UCC-3 assignments of financing statements assigning such UCC-1 financing statements to the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (in such capacity and, with respect to any Serviced Whole Loan, on behalf of any related Serviced Companion Loan Noteholders));

 


(xxi)      the original or copy of any environmental indemnity agreements and copies of any environmental insurance policies pertaining to the related Mortgaged Property required in connection with origination of the related Mortgage Loan or Serviced Whole Loan and copies of Environmental Reports; and

 

(xxii)     if any related assignment of contracts is separate from the Mortgage, the original executed version of such assignment of contracts and the assignment thereof, if any, to the Trustee.

 

“Mortgage Loan”: Each of the mortgage loans transferred and assigned to the Trustee pursuant to Section 2.01 of this Agreement and from time to time held in the Trust Fund. The Mortgage Loans originally so transferred, assigned and held are identified on the Mortgage Loan Schedule as of the Closing Date. Subject to the next sentence, such term shall include any REO Loan, any REO Mortgage Loan, any Specially Serviced Loan, any Non-Serviced Mortgage Loan and any Mortgage Loan that has been defeased in whole or in part. Such term shall not 


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include Serviced Companion Loans, Non-Serviced Companion Loans or REO Companion Loans or , in the case of an REO Loan related to a Serviced Whole Loan, the portion of such REO Loan consisting of a Serviced Companion Loan. For the avoidance of doubt, no Retained Defeasance Rights and Obligations will be part of a “Mortgage Loan” or an asset of the Trust.

 

“Mortgage Loan Purchase Agreements”: Each of the CCRE Purchase Agreement, the SMC Purchase Agreement, the KBNA Purchase Agreement and the GACC Purchase Agreement.

 

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

 

(a)        the Loan Number;

 

(b)        the Mortgage Loan name;

 

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

 

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

 

(e)        the original principal balance;

 

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

 


(g)        the Maturity Date or Anticipated Repayment Date for each Mortgage Loan;

 

(h)        the Due Date;

 

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

 

(j)         the Servicing Fee Rate;

 

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

 

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

 

(m)       the Revised Rate of such Mortgage Loan, if any;

 

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

 

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


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

 

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

 

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

 

“Mortgage Loan Sellers”: Each of CCRE, SMC, KBNA and GACC.

 

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

 

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

 

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

 


“Mortgage Rate”: With respect to each Mortgage Loan (including any Non-Serviced Mortgage Loan and any Mortgage Loan as to which the related Mortgaged Property has become an REO Property) and any related Companion Loan (even if the related Mortgaged Property has become an REO Property), as applicable, at any time, the per annum rate at which interest then accrues on such Mortgage Loan or related Companion Loan, as applicable (in the absence of a default), as stated in the related Mortgage Note or componentization notice evidencing such Mortgage Loan or related Companion Loan, without giving effect to any Default Rate or any Revised Rate.

 

“MSC 2019-H7 PSA”: That certain Pooling and Servicing Agreement dated as of July 1, 2019, between Morgan Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer, LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator and Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer, which governs the servicing of the Grand Canal Shoppes Whole Loan.

 

“Net Condemnation Proceeds”: Condemnation Proceeds, to the extent such proceeds are not to be applied to the restoration, preservation or repair of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan 


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Documents or other documents included in the Mortgage File or in accordance with the Servicing Standard.

 

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

 

“Net Insurance Proceeds”: Insurance Proceeds, to the extent such proceeds are not to be applied to the restoration of the related Mortgaged Property or released to the Borrower in accordance with the express requirements of the Loan Documents or other documents included in the Mortgage File or in accordance with prudent and customary servicing practices.

 


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

 

“Net Mortgage Rate”: With respect to any Mortgage Loan (including any Non-Serviced Mortgage Loan and any Mortgage Loan as to which the related Mortgaged Property has become an REO Property) and the Trust Subordinate Companion Loan (even if the related Mortgaged Property has become an REO Property) at any time, the per annum rate equal to the Mortgage Rate for such Mortgage Loan then in effect (without regard to any increase in the interest rate of any ARD Loan after the related Anticipated Repayment Date), less the related Administrative Cost Rate; provided, however, that for purposes of calculating Pass-Through Rates on the Regular Certificates, Pass-Through Rates on the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests, the WAC Rate and Withheld Amounts, the Net Mortgage Rate shall be determined without regard to any modification, waiver or amendment of the terms of the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable, whether agreed to by the Master Servicer or the Special Servicer or any Non-Serviced Master Servicer or Non-Serviced Special Servicer or resulting from a bankruptcy, insolvency or similar proceeding involving the related Borrower or otherwise. The Net Mortgage Rate shall not be reduced by any Operating Advisor Fee Rate following the termination of the Operating Advisor pursuant to Section 7.07(e). Notwithstanding the foregoing, for any Mortgage Loan that does not accrue interest on a 30/360 Basis and for the Trust Subordinate Companion Loan, solely for 


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purposes of calculating the Pass-Through Rates on the Regular Certificates, Pass-Through Rates on the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests and the WAC Rate for any Distribution Date, the Net Mortgage Rate of such Mortgage Loan and of the Trust Subordinate Companion Loan for the one-month loan-level interest accrual period applicable to the related Due Date immediately preceding such Distribution Date will be the annualized rate at which interest would have to accrue in respect thereof on the basis of a 360-day year consisting of twelve 30-day months in order to produce the aggregate amount of interest actually required (or, except for any prepayment, whether or not voluntary, that would have actually been required) to be paid in respect of such Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, for such one-month interest accrual period at the related Net Mortgage Rate (calculated solely in accordance with the prior sentence); provided, however, that with respect to each Mortgage Loan that is an Actual/360 Loan and with respect to the Trust Subordinate Companion Loan, the Net Mortgage Rate for the one-month loan-level interest accrual period (i) applicable to the Due Dates in (a) January and February in each year that is not a leap year or (b) February only in each year that is a leap year (in either case, unless the related Distribution Date is the final Distribution Date) shall be determined exclusive of related Withheld Amounts from that month and (ii) applicable to the Due Date in March (or February if the related Distribution Date is the final Distribution Date) shall be determined inclusive of the related Withheld Amounts for the immediately preceding February and January, as applicable.

 

“Net Prepayment Interest Excess”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate of all Prepayment Interest Excesses for such Distribution Date for all Serviced Mortgage Loans and Serviced Pari Passu Companion Loans exceeds (ii) the Compensating Interest Payment for all Serviced Mortgage Loans and Serviced Pari Passu Companion Loans for such Distribution Date.

 


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

 

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

 

“Non-Control Note”: With respect to any Whole Loan, any “Non-Controlling Note” or other similar term or concept specified in the related Co-Lender Agreement. As of the Closing Date, the Non-Control Notes with respect to each Whole Loan will be the promissory notes listed that are not listed in the column titled “Control Note” in the Whole Loan table in the Preliminary Statement.

 

“Non-Controlling Holder”: With respect to any Whole Loan, the holder(s) of a Non-Control Note. As of the Closing Date, the Non-Controlling Holders with respect to each Whole Loan will be the holders listed next to the related Non-Control Notes in the column “Note Holder” in the table in the Preliminary Statement titled “Whole Loans.”


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

 

“Non-Serviced Asset Representations Reviewer”: With respect to any Non-Serviced Whole Loan, the asset representations reviewer (or its equivalent) under the related Non-Serviced PSA.

 

“Non-Serviced Certificate Administrator”: With respect to a Non-Serviced Whole Loan, the “certificate administrator” under the applicable Non-Serviced PSA.

 

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

 

“Non-Serviced Custodian”: With respect to a Non-Serviced Mortgage Loan, the “custodian” under the applicable Non-Serviced PSA.

 

“Non-Serviced Depositor”: With respect to a Non-Serviced Mortgage Loan, the “depositor” under the applicable Non-Serviced PSA.

 

“Non-Serviced Directing Holder”: With respect to any Non-Serviced Whole Loan, the directing holder (or its equivalent) under the related Non-Serviced PSA.

 


“Non-Serviced Master Servicer”: With respect to a Non-Serviced Mortgage Loan, the “master servicer” or “servicer” under the applicable Non-Serviced PSA.

 

“Non-Serviced Mortgage Loans”: Any Mortgage Loan that is part of a Non-Serviced Whole Loan. The only Non-Serviced Mortgage Loans related to the Trust are (i) the Mortgage Loans identified as “Non-Serviced” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) on and after the related Servicing Shift Securitization Date, the Mortgage Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loan” chart in the Preliminary Statement.

 

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

 

“Non-Serviced Mortgage Loan Primary Servicing Fee Rate”: The “primary servicing fee rate” or “pari passu primary servicing rate” (each as defined or set forth in the applicable Non-Serviced PSA) and any other servicing fee rate under the applicable Non-Serviced PSA (other than those payable to the applicable Non-Serviced Special Servicer) applicable to any Non-Serviced Mortgage Loan. With respect to each Non-Serviced Mortgage Loan, the Non-Serviced Mortgage Loan Primary Servicing Fee Rate is the per annum rate set forth under the 


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heading “Non-Serviced Primary Servicing Fee Rate” in the “Whole Loan” chart in the Preliminary Statement.

 

“Non-Serviced Operating Advisor”: With respect to any Non-Serviced Whole Loan, the operating advisor (or its equivalent) under the related Non-Serviced PSA.

 

“Non-Serviced Pari Passu Companion Loan”: Each of the Companion Loans identified as “Non-Serviced” (or “Servicing Shift” after the Servicing Shift Securitization Date) under the heading “Mortgage Loan Type” that is pari passu in right of payment with the related Mortgage Loan in the table entitled “Whole Loans” in the Preliminary Statement.

 

“Non-Serviced Pari Passu Whole Loan”: Each of the Whole Loans identified as “Non-Serviced” under the heading “Mortgage Loan Type” with one or more Non-Serviced Pari Passu Companion Loans in the table entitled “Whole Loans” in the Preliminary Statement and, after the Servicing Shift Securitization Date, the Servicing Shift Whole Loan.

 

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

 


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

 

“Non-Serviced Special Servicer”: With respect to a Non-Serviced Mortgage Loan, the “special servicer” under the applicable Non-Serviced PSA.

 

“Non-Serviced Trustee”: With respect to a Non-Serviced Mortgage Loan, the “trustee” under the applicable Non-Serviced PSA.

 

“Non-Serviced Whole Loan”: Any Whole Loan that is not serviced under this Agreement, but instead is being serviced pursuant to the pooling and servicing agreement, trust and servicing agreement or other comparable agreement governing the securitization of a related Companion Loan (whether by itself or with other mortgage assets), or pursuant to any successor servicing agreement contemplated by the related Co-Lender Agreement. References herein to a Serviced Whole Loan shall be construed to refer to the aggregate indebtedness under the related notes. The Non-Serviced Whole Loans related to the Trust are (i) the Whole Loans identified as 


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“Non-Serviced” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement and (ii) on and after the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loan” chart in the Preliminary Statement.

 

“Nonrecoverable Advance”: Any Nonrecoverable P&I Advance, Nonrecoverable Servicing Advance or Nonrecoverable Workout-Delayed Reimbursement Amounts; provided, for the sake of clarity, that neither the Master Servicer nor the Trustee shall be entitled to recover (1) any Nonrecoverable Advance made in respect of a Mortgage Loan (other than The Stanwix Mortgage Loan) or any related Advance Interest Amount from any collections on The Stanwix Whole Loan allocable to the Trust Subordinate Companion Loan or (2) any Nonrecoverable Advance that is a P&I Advance made in respect of such Trust Subordinate Companion Loan or any related Advance Interest Amount from any collections or amounts allocable to the Mortgage Loans (other than The Stanwix Mortgage Loan).

 

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

 


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

 

“Nonrecoverable Workout-Delayed Reimbursement Amounts”: Any Workout-Delayed Reimbursement Amounts when the Person making such determination in accordance with the procedures specified for Nonrecoverable Servicing Advances or Nonrecoverable P&I Advances, as applicable, and taking into account factors such as all other 


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outstanding Advances, either (a) has determined that such Workout-Delayed Reimbursement Amounts, would not ultimately be recoverable from late payments or any other recovery on or in respect of the related Mortgage Loan, Serviced Whole Loan or REO Loan (or applicable portion thereof) or (b) has determined that such Workout-Delayed Reimbursement Amounts would not ultimately be recoverable, along with any other Workout-Delayed Reimbursement Amounts and Nonrecoverable Advances, out of the principal portion of future collections on all of the Mortgage Loans and REO Properties and from general principal collections in the Collection Account.

 

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

 

“Notional Amount”: As of any date of determination: (i) with respect to each of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates as a Class, the related Class X Notional Amount as of such date of determination and (ii) with respect to any Class X Certificate, the product of the Percentage Interest evidenced by such Certificate and the related Class X Notional Amount as of such date of determination.

 

“NRSRO”: Any nationally recognized statistical ratings organization.

 


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

 

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

 

“Ocean Edge Resort & Golf Club Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Ocean Edge Resort & Golf Club.

 

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

 

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


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“Operating Advisor Annual Report”: Any Operating Advisor General Annual Report or Operating Advisor Stanwix Annual Report, as the context may require.

 

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

 


“Operating Advisor Fee”: With respect to each Mortgage Loan, each REO Mortgage Loan, the Trust Subordinate Companion Loan and any REO Trust Subordinate Companion Loan and any Distribution Date, an amount for the related Interest Accrual Period equal to the product of (i) the applicable Operating Advisor Fee Rate and (ii) the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan immediately prior to such Distribution Date, calculated on the same interest accrual basis as the related Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan and prorated for any partial periods. Such fee shall be in addition to, and not in lieu of, any other fee or other sum payable to the Operating Advisor under this Agreement. The Operating Advisor Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, the Operating Advisor Fee with respect to each Mortgage Loan or REO Mortgage Loan shall be deemed payable from the Lower-Tier REMIC and with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan shall be deemed payable from the Trust Subordinate Companion Loan REMIC. For the avoidance of doubt, no Operating Advisor Fee shall accrue on the principal balance of, or be payable with respect to, any Companion Loan or REO Companion Loan (other than the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan). No Operating Advisor Fee shall accrue following the termination of the Operating Advisor pursuant to Section 7.07(e).

 

“Operating Advisor Fee Rate”: With respect to each Mortgage Loan (including each REO Mortgage Loan) for any Interest Accrual Period, a per annum rate equal to: (i) 0.00166% with respect to all Mortgage Loans other than the GNL Office and Industrial Portfolio, the Ocean Edge Resort & Golf Club, the Inland Life Storage Portfolio, the Bushwick Avenue Portfolio and the Hilton Portfolio Mortgage Loans; (ii) 0.00203% with respect to the GNL Office and Industrial Portfolio Mortgage Loan; (iii) 0.00229% with respect to the Ocean Edge Resort & Golf Club Mortgage Loan; (iv) 0.00229% with respect to the Inland Life Storage Portfolio Mortgage Loan; (v) 0.00235% with respect to the Bushwick Avenue Portfolio Mortgage Loan; and (vi) 0.00249% with respect to the Hilton Portfolio Mortgage Loan. The Operating Advisor Fee Rate with respect to the Trust Subordinate Companion Loan (including any REO Trust Subordinate Companion 


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Loan) will accrue at a rate equal to 0.00166% per annum. At any time there is no Operating Advisor hereunder, the applicable per annum rate shall be 0.0%.

 

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

 

“Operating Advisor Standard”: As defined in Section 3.31(b) of this Agreement.

 

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

 

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

 


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

 

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

 

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

 

“Other Asset Representations Reviewer”: The applicable other “asset representations reviewer” under an Other PSA relating to a Serviced Companion Loan.

 

“Other Depositor”: The applicable other “depositor” under an Other PSA relating to a Serviced Companion Loan.

 

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

 

“Other Operating Advisor”: The applicable other “operating advisor” or “trust advisor” under an Other PSA relating to a Serviced Companion Loan.


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“Other PSA”: Any pooling and servicing agreement or other comparable agreement governing the securitization of a Serviced Companion Loan.

 

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

 

“Other Servicer”: The applicable other “master servicer” under an Other PSA relating to a Serviced Companion Loan.

 

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

 

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

 


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

 

“P&I Advance”: As to any Mortgage Loan, any advance made by the Master Servicer or the Trustee pursuant to Section 4.07 of this Agreement. Each reference to the payment or reimbursement of a P&I Advance shall be deemed to include, whether or not specifically referred to and without duplication, payment or reimbursement of interest thereon at the Reimbursement Rate. Neither the Master Servicer nor the Trustee will be required to make P&I Advances with respect to any delinquent payment amounts due on any Companion Loan other than the Trust Subordinate Companion Loan.

 

“P&I Advance Determination Date”: With respect to any Distribution Date, the Determination Date for such Distribution Date (or, in the case of a Non-Serviced Mortgage Loan or related REO Mortgage Loan, the later of the related Determination Date or the applicable remittance date to the Trust for such Mortgage Loan or REO Mortgage Loan in the month of such Distribution Date).

 

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

 

“Pass-Through Rate”: With respect to each Class of Regular Certificates set forth below, the following rates:

 

	
Class 

	
 

	
Pass-Through Rate 


	 	 	 
	
Class A-1

	
 

	
Class A-1 Pass-Through Rate


	
Class A-SB

	
 

	
Class A-SB Pass-Through Rate


	
Class A-2

	
 

	
Class A-2 Pass-Through Rate





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Class A-3

	
 

	
Class A-3 Pass-Through Rate


	
Class A-4

	
 

	
Class A-4 Pass-Through Rate


	
Class A-5

	
 

	
Class A-5 Pass-Through Rate


	
Class X-A

	
 

	
Class X-A Pass-Through Rate


	
Class X-B

	
 

	
Class X-B Pass-Through Rate


	
Class X-D

	
 

	
Class X-D Pass-Through Rate


	
Class X-F

	
 

	
Class X-F Pass-Through Rate


	
Class X-G

	
 

	
Class X-G Pass-Through Rate


	
Class A-S

	
 

	
Class A-S Pass-Through Rate


	
Class B

	
 

	
Class B Pass-Through Rate


	
Class C

	
 

	
Class C Pass-Through Rate


	
Class D

	
 

	
Class D Pass-Through Rate


	
Class E

	
 

	
Class E Pass-Through Rate


	
Class F

	
 

	
Class F Pass-Through Rate


	
Class G

	
 

	
Class G Pass-Through Rate


	
Class NR-RR

	
 

	
Class NR-RR Pass-Through Rate


	
Class SWA

	
 

	
Class SWA Pass-Through Rate


	
Class SWC

	
 

	
Class SWC Pass-Through Rate


	
Class SWD

	
 

	
Class SWD Pass-Through Rate


	
Class SWE

	
 

	
Class SWE Pass-Through Rate


	
Class SWRR

	
 

	
Class SWRR Pass-Through Rate


	
Class SWX1

	
 

	
Class SWX1 Pass-Through Rate


	
Class SWX2

	
 

	
Class SWX2 Pass-Through Rate




 


With respect to any Lower-Tier Regular Interest for any Distribution Date, the WAC Rate for such Distribution Date; and, with respect to any Trust Subordinate Companion Loan Regular Interest for any Distribution Date, the Net Mortgage Rate on the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan as of the first day of the related Collection Period.

 

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

 

“PCAOB”: The Public Company Accounting Oversight Board.

 

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

 

“Percentage Interest”: As to any Certificate (except any Class R Certificate or Class S Certificate), the initial Denomination as of the Closing Date divided by the initial Certificate Balance or Notional Amount, as applicable, of the related Class of Certificates. With respect to any Class R Certificate or Class S Certificate, the percentage interest is set forth on the face thereof.

 

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


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“Performing Loan”: A Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan that is not a Specially Serviced Loan or REO Loan.

 

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

 

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

 


“Permitted Investments”: Any one or more of the following obligations or securities payable on demand or having a scheduled maturity on or before the Business Day preceding the date upon which such funds are required to be drawn, regardless of whether issued by the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or any of their respective Affiliates and having at all times the required ratings, if any, provided for in this definition, unless each Rating Agency and Serviced Companion Loan Rating Agency shall have provided a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and Serviced Companion Loan Securities:

 

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

 

(B)        repurchase agreements on obligations specified in clause (A) 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, (1) the short term obligations of which are rated at least “F1” by Fitch or the long term obligations of which are rated at least “A” by Fitch and (2) the short term obligations of which are rated at least “A-1” by S&P; (b) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) (x) if it has a term of 60 days or less, but more than thirty (30) days, the short term obligations of which are rated at least “A-1” by S&P and (y) if it has a term of three months or less, but more than 60 days, the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (c) in the case of such investments with maturities of six months or less, but more than three months, (1) the short term obligations of which are rated at least “F1+” by Fitch or 


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the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (d) in the case of such investments with maturities of more than six months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); and (e) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (a) through (e) above, such lower rating as is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Serviced Companion Loan Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);

 


(C)        federal funds, unsecured uncertificated certificates of deposit, time deposits, demand deposits and bankers’ acceptances of any bank or trust company organized under the laws of the United States or any state thereof: (a) in the case of such investments with maturities of 30 days or less, (1) the short term obligations of which are rated at least “F1” by Fitch or the long term obligations of which are rated at least “A” by Fitch and (2) the short term obligations of which are rated at least “A-1” by S&P; (b) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) (x) if it has a term of 60 days or less, but more than thirty (30) days, the short term obligations of which are rated at least “A-1” by S&P and (y) if it has a term of three months or less, but more than 60 days, the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (c) in the case of such investments with maturities of six months or less, but more than three months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); (d) in the case of such investments with maturities of more than six months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch and (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P); and (e) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (a) through (e) above, such lower rating as is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Serviced Companion Loan Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


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(D)        commercial paper of any corporation incorporated under the laws of the United States or any state thereof (or of any corporation not so incorporated, provided that the commercial paper is United States Dollar denominated and amounts payable thereunder are not subject to any withholding imposed by any non-United States jurisdiction): (a) in the case of such investments with maturities of 30 days or less, (1) the short term obligations of which are rated at least “F1” by Fitch or the long term obligations of which are rated at least “A” by Fitch, (2) the short term obligations of which are rated at least “A-1” by S&P and (3) the short-term obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); (b) in the case of such investments with maturities of three months or less, but more than 30 days, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch, (2) (x) if it has a term of 60 days or less, but more than thirty (30) days, the short term obligations of which are rated at least “A-1” by S&P and (y) if it has a term of three months or less, but more than 60 days, the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P), and (3) the short-term obligations of which are rated at least “K3” by KBRA or the long-term obligations of which are rated at least “BBB-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); (c) in the case of such investments with maturities of six months or less, but more than three months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch, (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P), and (3) the short-term obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); (d) in the case of such investments with maturities of more than six months, (1) the short term obligations of which are rated at least “F1+” by Fitch or the long term obligations of which are rated at least “AA-” by Fitch, (2) the short term obligations of which are rated at least “A-1+” by S&P (or at least “A-1” by S&P if the long term obligations of which are rated at least “AA-” by S&P), and (3) the short-term obligations of which are rated at least “K1” by KBRA or the long-term obligations of which are rated at least “A-” by KBRA (or, if not rated by KBRA, an equivalent (or higher) rating by any two other NRSROs (which may include S&P and Fitch)); and (e) the obligations of which satisfy the Applicable Moody’s Permitted Investment Rating (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (a) through (e) above, such lower rating as is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, by such Rating Agency or Serviced Companion Loan Rating Agency relating to the Certificates and any Serviced Companion Loan Securities);


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(E)        (a) 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, U.S. Bank Long Term Eurodollar Sweep or the Wells Fargo Advantage Heritage Money Market Fund) so long as any such fund is (1) rated “AAAm” by S&P, (2) rated in the highest short term unsecured debt ratings category by Fitch, (3) rated in the highest short term unsecured debt ratings category by KBRA (or, if not rated by KBRA, an equivalent rating (or higher) by at least two (2) NRSROs (which may include any of the Rating Agencies)) and (4) rated at least “Aaa-mf” by Moody’s (or, in the case of any such Rating Agency or Serviced Companion Loan Rating Agency as set forth in subclauses (1) through (4) above, otherwise acceptable to such Rating Agency or Serviced Companion Loan Rating Agency, in any such case, as confirmed in a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and any Serviced Companion Loan Securities), or (b) units of money market funds that (1) have substantially all of its assets invested continuously in the types of investments referred to in clause (A) above, (2) has net assets of not less than $5,000,000,000, (3) seek to maintain a constant net asset value per share, (4) has a rating of “AAAm” by S&P and has the highest rating obtainable for money market funds from Fitch and (5) are rated at least “Aaa-mf” by Moody’s;

 


(F)        an obligation or security that, but for the failure to satisfy one or more of the minimum rating(s) set forth in the applicable clause, would be listed in clauses (B) – (E) above, and is the subject of a Rating Agency Confirmation or Serviced Companion Loan Rating Agency Confirmation, as applicable, relating to the Certificates and any Serviced Companion Loan Securities from each Rating Agency or Serviced Companion Loan Rating Agency for which the minimum rating(s) set forth in the applicable clause is not satisfied with respect to such obligation or security; or

 

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

 

provided that each investment described hereunder shall not (A) evidence either the right to receive (1) only interest with respect to such investment or (2) a yield to maturity greater than 120% of the yield to maturity at par of the underlying obligations, (B) be purchased at a price greater than par, (C) be sold prior to stated maturity if such sale would result in a loss of principal on the instrument or a tax on “prohibited transactions” under Section 860F of the Code or (D) have an “r” highlighter or other comparable qualifier attached to its rating; and provided, further, that each investment described hereunder must have (W) 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, (X) a predetermined fixed amount of principal due at maturity (that cannot vary or change), (Y) an original maturity of not more than 365 days and a remaining maturity of not more than thirty (30) days and (Z) except in the case of a Permitted Investment described in clause (E) of this 


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definition, a fixed interest rate or an interest rate that is tied to a single interest rate index plus a single fixed spread and moves proportionately with that index; and provided, further, that each investment described hereunder must be a “cash flow investment” (within the meaning of the REMIC Provisions).

 

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

 


“Permitted Transferee”: With respect to a Class R Certificate, any Person or agent thereof that is a Qualified Institutional Buyer, other than (a) a Disqualified Organization, (b) any other Person so designated by the Certificate Registrar who is unable to provide an Opinion of Counsel (provided at the expense of such Person or the Person requesting the Transfer) to the effect that the Transfer of an Ownership Interest in any Class R Certificate to such Person will not cause any Trust REMIC to fail to qualify as a REMIC at any time that the Certificates are outstanding, (c) a Person that is a Disqualified Non-U.S. Tax Person, (d) a Plan or any Person investing the assets of a Plan, (e) an entity treated as a domestic partnership for U.S. federal income tax purposes, one or more of the direct or indirect beneficial owners (other than through a U.S. corporation) of which is (or is permitted under the applicable partnership agreement to be) a Disqualified Non-U.S. Tax Person or (f) a U.S. Tax Person with respect to whom income on the Class R Certificate is attributable to a fixed base or foreign permanent establishment, within the meaning of an applicable income tax treaty, of such transferee or any other U.S. Tax Person.

 

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

 

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

 

“Pooled Available Funds”: With respect to any Distribution Date, an amount equal to the sum of the following amounts (without duplication and, for the avoidance of doubt, excluding any amounts received in respect of the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan):

 

(a)        the aggregate amount of all cash received on the Mortgage Loans and any REO Properties (in the case of any Non-Serviced Mortgage Loan or related REO Property, only to the extent received by the Trust pursuant to the related Non-Serviced PSA and/or the related Co-Lender Agreement and excluding any amounts received with respect to the Trust Subordinate Companion Loan) (including the portion of Loss of Value Payments deposited into the Collection Account pursuant to Section 3.06(e) and/or Section 3.06(g) of this Agreement) on deposit in the Collection Account (in each case, exclusive of any amount on deposit in or credited to any portion of the Collection Account that is held for the benefit of the Companion Loan Noteholders or is otherwise allocable to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan), as of the 


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related Master Servicer Remittance Date, exclusive of (without duplication) any portion thereof that represents:

 

(i)         all Periodic Payments and Balloon Payments paid by the Borrowers that are due on a Due Date (without regard to grace periods) after the end of the related Collection Period (without regard to grace periods) or that are received subsequent to the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan or related REO Property, the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date);

 


(ii)        all Unscheduled Payments of principal (including Principal Prepayments (together with any related payments of interest allocable to the period following the Due Date for the related Mortgage Loan during the related Collection Period)) and interest, Net Liquidation Proceeds, Net Insurance Proceeds or Net Condemnation Proceeds and other unscheduled recoveries allocable to the Mortgage Loans received subsequent to the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan or related REO Property, the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date);

 

(iii)       all amounts payable or reimbursable to any Person from (A) the Collection Account pursuant to clauses (ii) through (xv), inclusive, and (xix) through (xxi), inclusive, of Section 3.06(a) of this Agreement or (B) the Lower-Tier REMIC Distribution Account pursuant to clauses (ii) through (iv), inclusive, of Section 3.06(f) of this Agreement;

 

(iv)     with respect to each Mortgage Loan that is an Actual/360 Loan and any Distribution Date in (1) each February and (2) any January occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of such Mortgage Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Net Mortgage Rate, to the extent such amounts are to be deposited in the Interest Reserve Account and held for future distribution pursuant to Section 3.05(e) of this Agreement;

 

(v)        all Yield Maintenance Charges and Prepayment Premiums;

 

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

 

(vii)      any Gain-on-Sale Proceeds deliverable to the Certificate Administrator for deposit in the Gain-on-Sale Reserve Account;

 

(viii)     all Excess Interest allocable to the Mortgage Loans; and

 

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


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

 

(c)        all Compensating Interest Payments made by the Master Servicer with respect to the Mortgage Loans with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to such Distribution Date net of certain amounts that are due or reimbursable to Persons other than the holders of the Pooled Certificates;

 


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

 

(e)        the Gain-on-Sale Remittance Amount for such Distribution Date.

 

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

 

“Pooled Certificateholder Quorum”: In connection with any solicitation of votes in connection with the replacement of the Special Servicer (other than with respect to The Stanwix Whole Loan) pursuant to Section 3.22 or the Asset Representations Reviewer pursuant to Section 11.05, the Holders of Pooled Certificates evidencing at least 50% of the aggregate Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Pooled Certificates) of all Pooled Principal Balance Certificates on an aggregate basis.

 

“Pooled Certificateholder”: A Certificateholder of a Pooled Certificate.

 

“Pooled Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR and Class S Certificates.

 

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

 

“Pooled Principal Balance Certificates”: The Principal Balance Certificates, other than the Loan-Specific Principal Balance Certificates.

 

“Pooled Realized Losses”: With respect to any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Pooled Principal Balance Certificates, after giving effect to distributions of principal on such Distribution Date, exceeds (ii) the aggregate Stated Principal Balance of the Mortgage Loans (including any Mortgage Loans as to which the 


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related Mortgaged Properties have become REO Properties) immediately following such Distribution Date (and, for purposes of this calculation only, such aggregate Stated Principal Balance will not be reduced by the amount of principal payments received on the Mortgage Loans that were used to reimburse the Master Servicer or the Trustee from general collections of principal on the Mortgage Loans for Workout-Delayed Reimbursement Amounts, to the extent such Workout-Delayed Reimbursement Amounts are not otherwise determined to be Nonrecoverable Advances).

 

“Pooled Regular Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificates.

 


“Pooled Subordinate Certificates”: The Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class NR-RR Certificates.

 

“Pooled Voting Rights”: The portion of the voting rights of all of the Pooled Certificates that is allocated to any Pooled Certificateholder or Class of Pooled Certificateholders. At all times during the term of this Agreement, the percentage of Pooled Voting Rights assigned to each Class of Pooled Certificates shall be: (a) 98% to be allocated among the Certificateholders of the respective Classes of Pooled Principal Balance Certificates in proportion to the Certificate Balances of such Classes, subject to clause (c) below (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 3.22(c), Section 3.22(d) or Section 7.01(b), considering any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Pooled Certificates pursuant to Section 4.08(a) hereof), in each case determined as of the prior Distribution Date, and (b) 2% to be allocated among the Certificateholders of the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates (allocated to the Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates on a pro rata basis based on their respective outstanding Notional Amounts at the time of determination) and (c) 0%, in the case of the Class S and Class R Certificates and any portion of the Class F, Class G or Class NR-RR Certificates which comprise the VRR Interest. The Pooled Voting Rights assigned to any Class of Certificates shall be allocated among such Pooled Certificates in proportion to their respective Percentage Interests.

 

“Preliminary Dispute Resolution Election Notice”: As defined in Section 2.04(l)(i).

 

“Prepayment Assumption”: The assumption that (i) each Mortgage Loan (other than an ARD Loan) does not prepay prior to its respective Maturity Date and (ii) each ARD Loan prepays on its Anticipated Repayment Date.

 

“Prepayment Interest Excess”: With respect to any Distribution Date, the aggregate amount, with respect to any Serviced Mortgage Loan or Serviced Companion Loan that was subject to a Principal Prepayment in full or in part, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Serviced Mortgage Loan or Serviced Companion Loan, in each case after the Due Date in the month in which such Distribution Date occurs and on or prior to the related Determination Date, the amount of interest accrued at the Net Mortgage Rate for 


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such Mortgage Loan or Serviced Companion Loan, on the amount of such Principal Prepayment or the principal portion of such Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, from such Due Date to, but not including, the date of prepayment (or any later date through which interest accrues thereon) and accruing in the manner set forth in the related Loan Documents, to the extent such interest is collected by the Master Servicer or the Special Servicer (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

 


“Prepayment Interest Shortfall”: With respect to any Distribution Date, for each Serviced Mortgage Loan or Serviced Companion Loan that was subject to a Principal Prepayment in full or in part and which did not include a full month’s interest, or as to which Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were received by the Master Servicer or Special Servicer for application to such Serviced Mortgage Loan or Serviced Companion Loan, in each case after the Determination Date in the calendar month preceding the calendar month in which such Distribution Date occurs and prior to the Due Date in the related Collection Period, the amount of interest that would have accrued at the Net Mortgage Rate for such Mortgage Loan or Serviced Companion Loan on the amount of such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds during the period commencing on the date as of which such Principal Prepayment, Insurance Proceeds, Liquidation Proceeds or Condemnation Proceeds, as applicable, were applied to the unpaid principal balance of the Mortgage Loan or Serviced Companion Loan and ending on (and including) the day immediately preceding such Due Date (without regard to any Prepayment Premium, Yield Maintenance Charge or Excess Interest actually collected).

 

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

 

“Pricing Date”: September 26, 2019.

 

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

 

“Prime Rate”: The “Prime Rate” as published in the “Money Rates” section of The Wall Street Journal, New York Edition (or, if such section or publication is no longer available, such other comparable publication as determined by the Certificate Administrator in its reasonable


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discretion) as may be in effect from time to time, or, if the “Prime Rate” no longer exists, such other comparable rate (as determined by the Certificate Administrator in its reasonable discretion) as may be in effect from time to time. The Certificate Administrator shall notify in writing the Master Servicer and the Special Servicer with regard to any determination of the Prime Rate in accordance with the parenthetical in the preceding sentence.

 

“Principal Balance Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class SWA, Class SWC, Class SWD, Class SWE and Class SWRR Certificates, collectively.

 


“Principal Distribution Amount”: For any Distribution Date, an amount equal to the sum of the following amounts (without duplication and, for the avoidance of doubt, excluding any amounts received with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan):

 

(a)         the Scheduled Principal Distribution Amount for that Distribution Date;

 

(b)         the Unscheduled Principal Distribution Amount for that Distribution Date; and

 

(c)         the Principal Shortfall for that Distribution Date;

 

provided, that the Principal Distribution Amount for any Distribution Date will be reduced, to not less than zero, by the amount of any reimbursements of:

 

(A)        Nonrecoverable Advances (including any Servicing Advance with respect to any Non-Serviced Mortgage Loan under the related Non-Serviced PSA reimbursed out of general collections on the Mortgage Loans), with interest on such Nonrecoverable Advances at the Reimbursement Rate that are paid or reimbursed from principal collections on the Mortgage Loans in a period during which such principal collections would have otherwise been included in the Principal Distribution Amount for such Distribution Date; and

 

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

 

provided further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Mortgage Loans (including REO Mortgage Loans) are subsequently recovered on the related Mortgage Loan (or REO Mortgage Loan), such recovery will increase the Principal Distribution Amount for the Distribution Date related to the period in which such recovery occurs. The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

 

“Principal Prepayment”: Any payment of principal made by a Borrower on a Mortgage Loan or Serviced Companion Loan which is received in advance of its scheduled due 


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date and which is not accompanied by an amount of interest representing the full amount of scheduled interest due on any date or dates in any month or months subsequent to the month of prepayment.

 

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

 


“Private Certificate”: Each of the Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates.

 

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

 

“Private Placement Memorandum”: The Private Placement Memorandum, dated September 26, 2019, pursuant to which the Private Certificates (other than the Loan-Specific Certificates) will be offered for sale.

 

“Privileged Information”: (i) Any correspondence or other communications between a Directing Holder or the Risk Retention Consultation Party and the Special Servicer related to any Specially Serviced Loan (other than with respect to an Excluded Loan unless the Special Servicer is the related Excluded Special Servicer) or the exercise of the consent or consultation rights, as applicable, of the Directing Holder or the Risk Retention Consultation Party under this Agreement or any related Co-Lender Agreement, (ii) any strategically sensitive information that the Special Servicer has reasonably determined (and has labeled, identified or otherwise communicated as privileged or confidential information) could compromise the Trust Fund’s position in any ongoing or future negotiations with the related Borrower or other interested party, (iii) information subject to attorney-client privilege (that has been labeled, identified or otherwise communicated as being subject to such privilege) and (iv) any Asset Status Report or Final Asset Status Report.

 

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


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“Privileged Person”: The Depositor and its designees, the Initial Purchasers, the Underwriters, the Mortgage Loan Sellers, the Master Servicer, the Special Servicer (including, for the avoidance of doubt, any Excluded Special Servicer), the Trustee, the Certificate Administrator, any Additional Servicer designated by the Master Servicer or the Special Servicer, the Controlling Class Representative (but only prior to the occurrence of a Consultation Termination Event), the Operating Advisor, any Affiliate of the Operating Advisor designated by the Operating Advisor, the Asset Representations Reviewer, any Companion Loan Noteholder who provides an Investor Certification, any Person (including the Controlling Class Representative and the Risk Retention Consultation Party) that provides the Certificate Administrator with an Investor Certification and any NRSRO (including any Rating Agency) that provides the Certificate Administrator with a NRSRO Certification, which Investor Certification and NRSRO Certification may be submitted electronically; provided, however, that in no event may a Borrower Party (other than a Borrower Party that is the Special Servicer) be entitled to receive (i) if such party is an Excluded Controlling Class Holder, any Excluded Information via the Certificate Administrator’s Website (unless a loan-by-loan segregation is later performed by the Certificate Administrator, in which case such access will only be prohibited with respect to the related Excluded Controlling Class Loan(s)), and (ii) if such party is not an Excluded Controlling Class Holder, any information other than the Distribution Date Statement. Notwithstanding the foregoing, (A) if the Special Servicer obtains knowledge that it is a Borrower Party, the Special Servicer may nevertheless be a Privileged Person, provided that the Special Servicer will not directly or indirectly provide any information related to any Excluded Special Servicer Loan (which may include any asset status reports, Final Asset Status Reports (or summaries thereof), and such other information as may be specified in this Agreement pertaining to such Excluded Special Servicer Loan) to the related Borrower Party, any of the Special Servicer’s employees or personnel or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or, to its actual knowledge, any non-affiliate that holds a direct or indirect ownership interest in the related Borrower Party, and will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with those obligations, and (B) any Excluded Controlling Class Holder will be permitted to reasonably request and obtain, in accordance with the terms of this Agreement, any Excluded Information relating to any Excluded Controlling Class Loan with respect to which such Excluded Controlling Class Holder is not a Borrower Party (if such Excluded Information is not otherwise available to such Excluded Controlling Class Holder via the Certificate Administrator’s Website on account of it constituting Excluded Information) from the Master Servicer or the Special Servicer, as the case may be. Notwithstanding any provision to the contrary in this Agreement, neither the Master Servicer nor the Certificate Administrator will have any obligation to restrict access by the Special Servicer or any Excluded Special Servicer to any information related to any Excluded Special Servicer Loan. The Master Servicer shall not restrict access by the Special Servicer to any information related to any Mortgage Loan, and the Certificate Administrator shall not restrict access by the Special Servicer to any information related to any Mortgage Loan including any Excluded Special Servicer Loan.

 

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

 

“Property Protection Expenses”: With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, any costs and expenses incurred by the Master Servicer or the Special Servicer pursuant to Section 3.04, Section 3.08(a), Section 3.10, 


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Section 3.11, Section 3.15(a), Section 3.15(b), Section 3.15(c), Section 3.16(c) or Section 3.24(a) of this Agreement or indicated herein as being payable as a Servicing Advance or as a cost or expense of the Trust Fund (and, in the case of the Serviced Whole Loans, the Serviced Companion Loan Noteholders but subject to the provisions of Section 1.02(e)) or the Lower-Tier REMIC or Upper-Tier REMIC to be paid out of the Collection Account or the Trust Subordinate Companion Loan REMIC to be paid out of the applicable Serviced Whole Loan Custodial Account.

 


“Proposed Course of Action Notice”: As defined in Section 2.04(l)(i).

 

“Prospectus”: The Depositor’s Prospectus dated September 26, 2019, relating to the offering of the Publicly Offered Certificates.

 

“PTCE”: Prohibited Transaction Class Exemption.

 

“Publicly Offered Certificates”: Each of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B and Class C Certificates.

 

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

 

“Purchase Price”: With respect to (i) any Mortgage Loan (including an REO Mortgage Loan) or the Trust Subordinate Companion Loan (including a related REO Trust Subordinate Companion Loan) to be repurchased or purchased or substituted for, as applicable, pursuant to Section 2.04 or Section 9.01 of this Agreement, (ii) any Specially Serviced Loan or any Serviced REO Loan to be sold pursuant to Section 3.16 of this Agreement or (iii) any Defaulted Loan that is a Non-Serviced Mortgage Loan to be sold by the Special Servicer in accordance with the proviso in Section 3.16(b) of this Agreement, an amount, calculated by the Special Servicer, equal to:

 

(a)        the outstanding principal balance of such Mortgage Loan, Trust Subordinate Companion Loan, Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable, as of the date of purchase, repurchase, substitution or sale; plus

 

(b)        all accrued and unpaid interest on such Mortgage Loan, Trust Subordinate Companion Loan, Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable, at the related Mortgage Rate in effect from time to time to but not including the Due Date immediately preceding or coinciding with the first Determination Date coinciding with or following the date of purchase, repurchase, substitution or sale, but excluding any Default Interest or Excess Interest; plus

 

(c)        all related unreimbursed Servicing Advances plus accrued and unpaid interest on related Advances at the Reimbursement Rate, and all Special Servicing Fees and Workout Fees allocable to such Mortgage Loan, Trust Subordinate Companion Loan, Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable (and, in the case of a Non-Serviced Mortgage Loan, unpaid fees payable to the applicable servicer, 


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Non-Serviced Master Servicer, the Non-Serviced Special Servicer or the Non-Serviced Trustee allocable to such Mortgage Loan); plus

 

(d)        any Liquidation Fee due pursuant to Section 3.12 of this Agreement allocable to such Mortgage Loan, Trust Subordinate Companion Loan, Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable; plus

 


(e)        all Additional Trust Fund Expenses allocable to such Mortgage Loan, Trust Subordinate Companion Loan, Specially Serviced Loan, Serviced REO Loan or Defaulted Loan, as applicable; plus

 

(f)       if such Mortgage Loan or the Trust Subordinate Companion Loan is being purchased or substituted by a Mortgage Loan Seller pursuant to the related Mortgage Loan Purchase Agreement, to the extent not otherwise included in the amount described in clause (c) of this definition, any unpaid Asset Representations Reviewer Asset Review Fee related to such Mortgage Loan and all reasonable out-of-pocket expenses reasonably incurred or to be incurred by the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator and the Trustee in respect of the Breach or Defect giving rise to the repurchase or substitution obligation, including any such expenses arising out of the enforcement of the repurchase or substitution obligation, including, without duplication, any such expenses previously reimbursed from the Collection Account or the applicable Serviced Whole Loan Custodial Account, as applicable, plus accrued and unpaid interest thereon at the Reimbursement Rate, to the extent payable to the Master Servicer, the Special Servicer, the Certificate Administrator, the Asset Representations Reviewer or the Trustee; provided, however, that such out-of-pocket expenses shall not include expenses incurred by Certificateholders or Certificate Owners in instituting an Asset Review Vote Election, in taking part in an Asset Review vote or in exercising such Certificateholder’s or Certificate Owner’s, as applicable, rights under the dispute resolution mechanics pursuant to Section 2.04(l)(i) hereof.

 

For purposes of this Agreement, (i) the “Purchase Price” in respect of a Serviced Companion Loan that is purchased by the related Mortgage Loan Seller shall be the purchase price paid by the related Mortgage Loan Seller under the related Other PSA or the applicable servicing agreement and (ii) with respect to a sale of an REO Property securing a Serviced Whole Loan, the term Mortgage Loan or REO Loan shall be construed to include any related Companion Loans.

 

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


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

 

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

 


(i)         in the case of each Mortgage Loan or Serviced Pari Passu Whole Loan, an insurance company or security or bonding company qualified to write the related insurance policy in the relevant jurisdiction and whose claims paying ability is rated (a) at least “A-“ by S&P (or, if not rated by S&P, an equivalent rating by (x) at least two NRSROs (which may include Moody’s, Morningstar and/or Fitch) or (y) one NRSRO (which may include Moody’s, Morningstar and/or Fitch) and A.M. Best), and (b) at least “A-” by Fitch (or, if not rated by Fitch, an equivalent (or higher) rating by (x) at least two NRSROs (which may include S&P, Morningstar and/or Moody’s) or (y) one NRSRO (which may include S&P, Morningstar and/or Moody’s) and AM Best); and

 

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

 

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

 

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

 

“Qualified Replacement Special Servicer”: A replacement special servicer that (i) satisfies all of the eligibility requirements applicable to special servicers in Section 6.02 and Section 6.04 of this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an Affiliate of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated to pay the Operating Advisor (x) any fees or otherwise compensate the Operating Advisor in respect of its obligations under this Agreement, or (y) for the appointment of the successor special servicer or the recommendation by the Operating Advisor for the replacement special servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor special servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) is included on S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer, (vii) is not a special servicer that has been cited by KBRA as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of 


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securities in a transaction serviced by the applicable servicer prior to the time of determination and (viii) currently has a special servicer rating of at least “CSS3” from Fitch.

 


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


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described in clause (i) shall be determined on the basis of aggregate Stated Principal Balances and each such proposed Qualified Substitute Mortgage Loan must individually satisfy each of the requirements specified in clauses (ii) through (xviii) above, except the rates referred to in clause (ii) above and the remaining term to stated maturity referred to in clause (v) above shall be determined on a weighted average basis; provided that no individual Mortgage Rate (net of the Administrative Cost Rate) shall be lower than the highest Pass-Through Rate (that is a fixed rate not subject to a cap equal to the WAC Rate) of any Class of Pooled Principal Balance Certificates having an outstanding Certificate Balance. When a Qualified Substitute Mortgage Loan is substituted for a Removed Mortgage Loan, the applicable Mortgage Loan Seller shall certify that the Mortgage Loan meets all of the requirements of the above definition and shall send such certification to the Certificate Administrator, the Trustee and, prior to the occurrence of a Consultation Termination Event has occurred, the Controlling Class Representative.

 

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

 

“Rated Final Distribution Date”: The Distribution Date in November 2052. The Class NR-RR, Class S, Class R, Class SWE and Class SWRR Certificates will not have a Rated Final Distribution Date.

 

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

 

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

 

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

 

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

 

“Realized Loss”: Any Pooled Realized Loss or Stanwix Realized Loss.


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“Reassignment of Assignment of Leases, Rents and Profits”: As defined in clause (v) of the definition of “Mortgage File” of this Agreement.

 

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

 


“Regular Certificates”: The Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G, Class NR-RR, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR (exclusive of any interest that the Class SWRR Certificates represent in the Stanwix Excess Liquidation Proceeds Option), Class SWX1 and Class SWX2 Certificates.

 

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

 

“Regulation D”: Regulation D under the Act.

 

“Regulation S”: Regulation S under the Act.

 

“Regulation S Global Certificate”: Each of the Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class SWA, Class SWC, Class SWD, Class SWE, Class SWX1 and Class SWX2 Certificates issued as such on the Closing Date.

 

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

 

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

 

“Reimbursement Rate”: The rate per annum applicable to the accrual of interest on Servicing Advances in accordance with Section 3.21(f) and P&I Advances in accordance with Section 4.07(h), which rate per annum shall equal the Prime Rate. Interest at the Reimbursement Rate will accrue from (and including) the date on which the related Advance is made or the related expense incurred to (but excluding) the date on which such amounts are recovered out of amounts received on the Mortgage Loan or Trust Subordinate Companion Loan as to which such Advances were made or servicing expenses incurred or the first Master Servicer Remittance Date after a determination of non-recoverability, as the case may be, is made, provided that such interest at the Reimbursement Rate will continue to accrue to the extent funds are not available in the Collection Accounts for such reimbursement of such Advance; and provided, further, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan or the Trust Subordinate Companion Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the Business Day immediately prior to the related Distribution Date.


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

 


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

 

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

 

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

 

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

 

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

 

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

 

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

 

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


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(d)        any amount charged for services that are not customarily furnished in connection with the rental of property to tenants in buildings of a similar class in the same geographic market as such Serviced REO Property within the meaning of Treasury Regulations Section 1.856-4(b)(1); and

 


(e)        rent attributable to personal property unless such personal property is leased under, or in connection with, the lease of such Serviced REO Property and, for any taxable year of the Trust Fund, such rent is no greater than 15 percent of the total rent received or accrued under, or in connection with, the lease.

 

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

 

“REO Companion Loan”: Any Serviced Companion Loan that is or is part of an REO Loan.

 

“REO LLC”: As defined in Section 3.16(m) of this Agreement.

 

“REO Loan”: Any Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan, as the context may require, as to which the related Mortgaged Property has become an REO Property.

 

“REO Mortgage Loan”. Any Mortgage Loan that is or is part of an REO Loan.

 

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

 

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

 

“REO Trust Subordinate Companion Loan”. The Trust Subordinate Companion Loan if it becomes, or becomes part of, an REO Loan.

 

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

 

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

 

“Repurchase Communication”: For purposes of Section 2.04(d) of this Agreement only, any communication, whether oral or written, which need not be in any specific form.

 

“Repurchase”: As defined in Section 2.04(d) of this Agreement.

 

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


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

 

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

 


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

 

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

 

“Requesting Certificateholder”: As defined in Section 2.04(l)(iii).

 

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

 

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

 

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

 

“Resolution Extension Period”:

 

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

 

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

 

(c)        for purposes of remediating a Material Defect with respect to any Mortgage Loan or Trust Subordinate Companion Loan that is a not a Specially Serviced Loan as of the commencement of the applicable Initial Resolution Period, but as to which a Servicing Transfer Event occurs during such Initial Resolution Period, the period commencing at the 


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end of the applicable Initial Resolution Period and ending on, and including, the 90th day following the earlier of the end of such Initial Resolution Period and the applicable Mortgage Loan Seller’s receipt of written notice from the Master Servicer or the Special Servicer of the occurrence of such Servicing Transfer Event; and

 


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

 

“Resolution Failure”: As defined in Section 2.04(k)(iii).

 

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

 

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

 

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

 

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

 

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

 

“Retained Defeasance Rights and Obligations”: As defined in Section 3.26(h).


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“Retained Interest Safekeeping Account”: As defined in Section 5.01(j).

 


“Retaining Party”: Starwood Conduit CMBS Vertical Retention I LLC, as Holder of the VRR Interest, Starwood CMBS Horizontal Retention CF 2019-CF2 LLC, as Holder of the HRR Interest, and the Stanwix Retaining Third Party Purchaser, as Holder of the Class SWRR Certificates and, in each case, including any successor Holder of the applicable Certificates, individually or collectively as the context may require.

 

“Retaining Sponsor”: Starwood Mortgage Capital LLC, acting as retaining sponsor with respect to the securitization of the Mortgage Pool and the issuance of the Pooled Certificates, as such term is defined under § 246.2 of the Credit Risk Retention Rules.

 

“Revised Rate”: With respect to those Mortgage Loans on the Mortgage Loan Schedule indicated as having a revised rate, the increased interest rate after the Anticipated Repayment Date (in the absence of a default) for each applicable Mortgage Loan, as calculated and as set forth in the related Mortgage Loan.

 

“Risk Retention Affiliate” or “Risk Retention Affiliated”: Means “affiliate of” or “affiliated with”, as such terms are defined in 17 C.F.R. Section 246.2 of the Credit Risk Retention Rules.

 

“Risk Retention Consultation Party”: The party selected by the Retaining Sponsor. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Risk Retention Consultation Party has not changed until such parties receive written notice of a replacement of the Risk Retention Consultation Party from Holders of more than 50% of the VRR Interest by Certificate Balance, as determined by the Certificate Registrar from time to time. The initial Risk Retention Consultation Party shall be LNR Securities Holdings, LLC.

 

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

 

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

 

“Rule 144A”: Rule 144A under the Act.

 

“Rule 15Ga-1 Notice”: As defined in Section 2.04(d) of this Agreement.

 

“Rule 15Ga-1 Notice Provider”: As defined in Section 2.04(d) of this Agreement.


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

 

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

 

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

 

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

 

“Scheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the principal portions of the following: (a) all Periodic Payments (which do not include Balloon Payments) with respect to the Mortgage Loans due during or, if and to the extent not previously received or advanced pursuant to Section 4.07 and distributed to Certificateholders on a preceding Distribution Date, prior to the related Collection Period, and all Assumed Scheduled Payments with respect to the Mortgage Loans for the related Collection Period, in each case to the extent either (i) paid by the related Borrower as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date) or (ii) advanced by the Master Servicer or the Trustee, as applicable, pursuant to Section 4.07 in respect of such Distribution Date, and (b) all Balloon Payments with respect to the Mortgage Loans to the extent received as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date), and to the extent not included in clause (a) above for the subject Distribution Date and not included in the Principal Distribution Amount for any prior Distribution Date. The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

 

“Secure Data Room”: The “Secure Data Room” tab on the page relating to this transaction within the Certificate Administrator’s Website (initially “https://sf.citidirect.com”).

 

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

 

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


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“Serviced AB Whole Loan”: Each of the Whole Loans identified as “Serviced” under the heading “Mortgage Loan Type” in the “Whole Loans” chart in the Preliminary Statement with one or more Serviced Subordinate Companion Loans.

 

“Serviced Companion Loan”: (i) The Pari Passu Companion Loans and Subordinate Companion Loans identified as “Serviced” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement, and (ii) prior to the related Servicing Shift Securitization Date, the Pari Passu Companion Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement. With respect to each Servicing Shift Mortgage Loan and the related Servicing Shift Whole Loan, each related Companion Loan will no longer be a Serviced Companion Loan on and after the related Servicing Shift Securitization Date

 

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

 

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

 

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

 

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

 

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


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“Serviced Companion Loan Service Provider”: With respect to any Serviced Pari Passu Companion Loan that has been deposited into a securitization trust, the related Other Trustee, Other Servicer, Other Special Servicer, any sub-servicer and any other Person that makes principal and/or interest advances in respect of such mortgage loan pursuant to the related Other PSA.

 

“Serviced Mortgage Loan”: Any Mortgage Loan that is not a Non-Serviced Mortgage Loan.

 

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

 

“Serviced Pari Passu Companion Loan”: Any Pari Passu Companion Loan that is a Serviced Companion Loan.

 

“Serviced Pari Passu Whole Loan”: Any Serviced Whole Loan that includes a Pari Passu Companion Loan.

 

“Serviced REO Loan”: Any REO Loan that relates to a Serviced REO Property.

 

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

 

“Serviced Subordinate Companion Loan”: Any Subordinate Companion Loan that is a Serviced Companion Loan. 

 

“Serviced Whole Loan”: Any Whole Loan serviced under this Agreement. References herein to a Serviced Whole Loan shall be construed to refer to the aggregate indebtedness under the related notes. The Serviced Whole Loans related to the Trust are (i) the Whole Loans identified as “Serviced” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement and (ii) prior to the related Servicing Shift Securitization Date, the Whole Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loan” chart in the Preliminary Statement.

 

“Serviced Whole Loan Custodial Account”: With respect to each Serviced Whole Loan, the separate account or sub-account created and maintained by the Master Servicer pursuant to Section 3.05(g) on behalf of the Certificateholders and the related Serviced Companion Loan Noteholders, which shall be entitled “KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Serviced Whole Loan Custodial Account.” Amounts in any Serviced Whole Loan Custodial Account applicable to the related Serviced Companion Loans (other than the Trust Subordinate Companion Loan) shall not be assets of the Trust Fund, but instead shall be held by the Master Servicer on behalf of the Trust Fund (in respect of amounts reimbursable therefrom) and, the related Serviced Companion Loan Noteholders. Any such account or sub-account shall be an Eligible Account or a sub-account of an Eligible Account (including a sub-account of the Collection Account).


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

 

“Serviced Whole Loan Remittance Date”: With respect to any Serviced Companion Loan, (x) prior to contribution of such Serviced Companion Loan to an Other Securitization, a date as set forth in the related Co-Lender Agreement (or if no such date is specified, the Master Servicer Remittance Date) and (y) following contribution of such Serviced Companion Loan to an Other Securitization, the earliest of (A) Master Servicer Remittance Date, (B) the Business Day immediately succeeding the “determination date” set forth in the related Other PSA and (C) the date required under the related Co-Lender Agreement; provided, however, that in no event may any such “determination date” occur prior to (and any such otherwise earlier “determination date” shall, for purposes of this definition, be deemed to occur on) the sixth (6th) day of each month or, if such sixth (6th) day is not a Business Day, the next succeeding Business Day.

 

“Serviced Whole Loan REO Account”: An REO Account with respect to any REO Property that relates to a Serviced Whole Loan.

 

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

 

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


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cure rights or purchase rights granted to the holder of a Companion Loan under the related Co-Lender Agreement or this Agreement.

 

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

 

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

 

“Servicing Fee”: With respect to each Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan and successor REO Companion Loan in respect of a Serviced Companion Loan and for any Distribution Date, an amount for the related Interest Accrual Period equal to the product of (i) the respective Servicing Fee Rate (adjusted to a monthly rate) and (ii) the Stated Principal Balance of such Mortgage Loan, REO Mortgage Loan, Serviced Companion Loan and successor REO Companion Loan in respect of a Serviced Companion Loan immediately prior to such Distribution Date. The Servicing Fee shall be calculated in accordance with the provisions of Section 1.02(a) of this Agreement. For the avoidance of doubt, with respect to each Mortgage Loan and REO Mortgage Loan, the Servicing Fee shall be deemed payable from the Lower-Tier REMIC, and with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan, the Servicing Fee shall be deemed payable from the Trust Subordinate Companion Loan REMIC.

 

“Servicing Fee Rate”: (A) With respect to each Mortgage Loan, the sum of the Master Servicing Fee Rate and the related Primary Servicing Fee Rate, if any, which rates per annum are set forth on Exhibit B to this Agreement, (B) with respect to the Trust Subordinate Companion Loan, 0.0200% per annum and (C) with respect to each Serviced Companion Loan, the primary servicing fee rate, which is 0.01000% per annum with respect to each GNL Office and Industrial Portfolio Companion Loan, 0.01000% per annum with respect to the Ocean Edge Resort & Golf Club Pari Passu Companion Loan, 0.01000% per annum with respect to each Inland Life Storage Portfolio Pari Passu Companion Loan, 0.00125% per annum with respect to each Bushwick Avenue Portfolio Pari Passu Companion Loan, and 0.00125% per annum with respect to each Hilton Portfolio Pari Passu Companion Loan.

 

“Servicing File”: As defined in the related Mortgage Loan Purchase Agreement and including any original or copy of any replacement comfort letter related to any hospitality property following receipt thereof by the Master Servicer.

 

“Servicing Function Participant”: Any Person, other than the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Asset Representations Reviewer, that, within the meaning of Item 1122 of Regulation AB, is performing activities that address the Servicing Criteria, unless such Person’s activities relate only to 5% or less of the Mortgage Loans (based on their Stated Principal Balance) or the Master Servicer has assumed responsibility for the servicing activity, as provided for under Regulation AB. No Non-Serviced Mortgage Loan Service Provider shall be a Servicing Function Participant retained by any Servicing Function Participant that is a party to this Agreement, unless such party is a Servicing Function Participant in connection with its servicing obligations under this Agreement.


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

 

“Servicing Shift Companion Loan Directing Holder”: With respect to a Servicing Shift Whole Loan, the “Controlling Holder,” the “Directing Holder,” “Directing Lender” or any analogous concept set forth under the related Co-Lender Agreement. Prior to the applicable Servicing Shift Securitization Date, the “Directing Holder” with respect to the related Servicing Shift Whole Loan will be the holder of the related Controlling Pari Passu Companion Loan. On and after the applicable Servicing Shift Securitization Date, there will be no Servicing Shift Companion Loan Directing Holder under the Pooling and Servicing Agreement with respect to the related Servicing Shift Whole Loan.

 

“Servicing Shift Lead Note”: With respect to any Servicing Shift Whole Loan, as of any date of determination, the note or other evidence of indebtedness and/or agreements evidencing the indebtedness of a Borrower under such Servicing Shift Whole Loan including any amendments or modifications, or any renewal or substitution notes, as of such date, the sale of which to the related Non-Serviced Securitization Trust will cause servicing to shift from this Agreement to the related Non-Serviced PSA pursuant to the terms of the related Co-Lender Agreement for such Servicing Shift Whole Loan. With respect to any Servicing Shift Whole Loan, the related Servicing Shift Lead Note as of the Closing Date is identified in the footnotes to the “Whole Loans” chart in the Preliminary Statement.

 

“Servicing Shift Mortgage Loan Pooling and Servicing Agreement”: With respect to a Servicing Shift Mortgage Loan or a Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, the related pooling and servicing agreement or other comparable agreement governing the creation of the Non-Serviced Securitization Trust that holds the related Pari Passu Companion Loan evidenced by the related Servicing Shift Lead Note.

 

“Servicing Shift Mortgage Loan”: With respect to any Servicing Shift Whole Loan, a Mortgage Loan included in the Trust that will be serviced under this Agreement as of the Closing Date, but the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization of the related Controlling Pari Passu Companion Loan on and after the date of such securitization. As of the Closing Date, each of the Mortgage Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Mortgage Loan related to the Trust. For the avoidance of doubt, there is no Servicing Shift Mortgage Loan relating to the Trust and, therefore, all references in this Agreement to “Servicing Shift Mortgage Loan” shall be disregarded.


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“Servicing Shift Securitization Date”: With respect to any Servicing Shift Whole Loan, the date on which the related Servicing Shift Lead Note is included in a related Non-Serviced Securitization Trust, provided that such holder of a Servicing Shift Lead Note provides each of the parties to this Agreement (in each case only to the extent such party will not also be a party to the related Non-Serviced Securitization Trust) with notice in accordance with the terms of the related Co-Lender Agreement that such Servicing Shift Lead Note is to be included in such Non-Serviced Securitization Trust, which notice shall include contact information for the related Non-Serviced Master Servicer, the Non-Serviced Special Servicer, the Non-Serviced Certificate Administrator and the Non-Serviced Trustee.

 

“Servicing Shift Whole Loan”: Any Whole Loan serviced under this Agreement as of the Closing Date, which includes the related Servicing Shift Mortgage Loan included in the Trust and one or more Pari Passu Companion Loans not included in the Trust, but the servicing of which is expected to shift to the pooling and servicing agreement entered into in connection with the securitization of the related Controlling Pari Passu Companion Loan on and after the date of such securitization. As of the Closing Date, each of the Whole Loans identified as “Servicing Shift” under the heading “Type” in the “Whole Loans” chart in the Preliminary Statement will be a Servicing Shift Whole Loan related to the Trust. For the avoidance of doubt, there is no Servicing Shift Whole Loan relating to the Trust and, therefore, all references in this Agreement to “Servicing Shift Whole Loan” shall be disregarded.

 

“Servicing Standard”: With respect to the Master Servicer and the Special Servicer, to diligently service and administer the applicable Mortgage Loans (other than any Non-Serviced Mortgage Loans), any related Serviced Companion Loans, Serviced Whole Loans, Specially Serviced Loans (other than any Non-Serviced Mortgage Loans) and Serviced REO Properties for which each is responsible in the best interests of and for the benefit of all of the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in the exercise of its reasonable judgment) in accordance with applicable law, the terms of this Agreement, the applicable Loan Documents and any related Co-Lender Agreement, and to the extent consistent with the foregoing, in accordance with the higher of the following standards of care:

 

(a)        the same manner in which, and with the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans for other third-party portfolios, and

 

(b)        the same care, skill, prudence and diligence with which the Master Servicer or the Special Servicer, as the case may be, services and administers similar mortgage loans owned, if any, by the Master Servicer or the Special Servicer, as the case may be.

 

In either case, with a view to the timely recovery of all payments of principal and interest under the applicable Mortgage Loans or Serviced Whole Loans or, in the case of Defaulted Loans, the maximization of recovery of principal and interest on a net present value basis 


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(determined in accordance with the Loan Documents or, if the Loan Documents are silent, at the Calculation Rate) on the applicable Mortgage Loans or Serviced Whole Loans, and the best interests of the Trust and the Certificateholders and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan, taking into account the pari passu or subordinate nature of the related Companion Loan), as determined by the Master Servicer or the Special Servicer, as the case may be, in its reasonable judgment in either case, giving due consideration to the customary and usual standards of practice of prudent institutional commercial, multifamily and manufactured housing community mortgage loan servicers, but without regard to any potential conflict of interest arising from (a) any relationship that the Master Servicer or the Special Servicer, as the case may be, or any Affiliate of the Master Servicer or the Special Servicer, may have with the related Borrower, any Mortgage Loan Seller, any other party to this Agreement or any Affiliate of the foregoing; (b) the ownership of any Certificate or any interest in any Non-Serviced Companion Loan, Serviced Companion Loan or any mezzanine loan related to a Mortgage Loan by the Master Servicer or the Special Servicer, as the case may be, or any Affiliate thereof; (c) the Master Servicer’s obligation to make Advances; (d) the Master Servicer’s or the Special Servicer’s, as the case may be, right to receive compensation for its services hereunder or with respect to any particular transaction; (e) the ownership, servicing or management for others of any other mortgage loans or mortgaged properties by the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable; (f) any debt that the Master Servicer or the Special Servicer or any Affiliate of the Master Servicer or the Special Servicer, as applicable, has extended to any Borrower or an Affiliate of any Borrower (including, without limitation, any mezzanine financing); (g) any option to purchase any Mortgage Loan or the related Companion Loan the Master Servicer or Special Servicer, as the case may be, or any of its affiliates may have; (h) any obligation of the Master Servicer, the Special Servicer or one of their respective Affiliates, to repurchase or substitute for a Mortgage Loan as Mortgage Loan Seller (if the Master Servicer or the Special Servicer or one of their respective affiliates is a Mortgage Loan Seller).

 

“Servicing Transfer Event”: Any event specified in any of the paragraphs of the definition of Specially Serviced Loan.

 

“Significant Obligor”: (a) Any obligor (as defined in Item 1101(i) of Regulation AB) or group of affiliated obligors on any Mortgage Loan or group of Mortgage Loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance as of the Cut-off Date); or (b) any single Mortgaged Property or group of Mortgaged Properties securing any Mortgage Loan or group of cross collateralized and/or cross-defaulted loans that represent, as of the Closing Date, 10% or more of the Mortgage Pool (by principal balance as of the Cut-off Date). As of the Closing Date, no Mortgaged Property constitutes a Significant Obligor related to the Trust.

 

“Significant Obligor NOI Quarterly Filing Deadline”: With respect to each calendar quarter (other than the fourth calendar quarter of any calendar year), the date that is 15 days after the Distribution Date (or, in the case of a Serviced Companion Loan, the “distribution date” under the related Other PSA) occurring on or immediately following the date on which financial statements for such calendar quarter are required to be delivered to the related lender under the related Loan Documents. The parties to this Agreement acknowledge that in the event 


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the Mortgaged Property securing the related Serviced Companion Loan is a “significant obligor” (within the meaning of Item 1101(k) of Regulation AB) with respect to an Other Securitization that includes such Serviced Companion Loan, the date on which quarterly financial statements are required to be delivered to the related lender under the related Loan Documents is, with respect to net operating income information, for (A) the GNL Office and Industrial Portfolio Companion Loan, on or before fifty (50) days following the end of each fiscal quarter, (B) the Uline Arena Companion Loan, thirty (30) days following the end of each fiscal quarter, (C) the Ocean Edge Resort & Golf Club Companion Loan, on or before twenty-five (25) days following the end of each fiscal quarter, (D) the Inland Life Storage Portfolio Companion Loan, on or before forty-five (45) days following the end of each fiscal quarter, (E) the Bushwick Avenue Portfolio Companion Loan, sixty (60) days following the end of each fiscal quarter and (F) the Hilton Portfolio Companion Loan, forty-five (45) days following the end of each fiscal quarter, in each case, subject to the terms of the related 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 5.02(k) of this Agreement.

 

“Small Loan Appraisal Estimate”: With respect to any Serviced Mortgage Loan or Serviced Whole Loan having a Stated Principal Balance of less than $2,000,000, the Special Servicer’s good faith estimate of the value of the Mortgaged Property securing such Mortgage Loan or Serviced Whole Loan, as certified to the Master Servicer by the Special Servicer.

 

“SMC”: Starwood Mortgage Capital LLC, in its capacity as a Mortgage Loan Seller, and its successors in interest.

 

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

 

“SMC Purchase Agreement”: The Mortgage Loan Purchase Agreement dated and effective as of October 1, 2019, among SMC and the Depositor.

 

“Sole Certificateholder”: Any Holder (or Holders, provided they act in unanimity) holding 100% of the then-outstanding Certificates (including Certificates with Certificate Balances that have been actually or notionally reduced by any Pooled Realized Losses, Stanwix Realized Losses or Appraisal Reduction Amounts, but excluding the Class R and Class S Certificates) or an assignment of the Voting Rights thereof; provided, that the Notional Amounts of the Class X-A, Class X-B and Class X-D Certificates and the Certificate Balances of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates have been reduced to zero; and provided, further, that if the Holders of the Class X-F and Class X-G Certificates have assigned all of the Voting Rights of the Class X-F and Class X-G Certificates to the Holder of 100% of the then-outstanding Class F, Class G and Class NR-RR Certificates, then “Sole Certificateholder” shall mean the Holder(s) of 100% of the Class F, Class G and Class NR-RR Certificates and any outstanding Loan-Specific Certificates.

 

“Special Notice”: Any (a) notice transmitted to Certificateholders pursuant to Section 5.05 of this Agreement, (b) notice of any request by at least 25% of the Voting Rights of 


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the Certificates to terminate and replace the Special Servicer pursuant to Section 3.22(d) of this Agreement, (c) notice of any request by at least 15% of the Voting Rights of the Certificates to terminate and replace the Operating Advisor pursuant to Section 7.07(b) of this Agreement and (d) notice transmitted to Certificateholders pursuant to Section 3.22(c) of this Agreement.

 

“Special Servicer”: With respect to (i) each of the Mortgage Loans (other than The Stanwix Mortgage Loan, any Non-Serviced Mortgage Loan and any Excluded Special Servicer Loan) and any related Serviced Companion Loans, LNR Partners, LLC, or its successor in interest, or any successor special servicer appointed as provided herein, (ii) The Stanwix Whole Loan, KeyBank National Association, or its successor interest, or any successor special servicer of The Stanwix Whole Loan appointed as provided herein; and (iii) with respect to any Excluded Special Servicer Loan, if any, the related Excluded Special Servicer appointed pursuant to Section 3.22(i) of this Agreement, as applicable and as the context may require. 

 

“Special Servicer Decision”: Any of the following:

 

(a)        approving or denying leases, lease modifications or amendments or any requests for subordination, non-disturbance and attornment agreements or other similar agreements for all leases (other than, in each case, ground leases) in excess of the lesser of (i) 30,000 square feet and (ii) 30% of the net rentable area at the related Mortgaged Property;

 

(b)        approving annual budgets for the related Mortgaged Property with respect to a Mortgage Loan with a debt service coverage ratio below 1.25x (to the extent lender approval is required under the related Loan Documents) with material (more than 10%) increases in operating expenses or payments to entities actually known by the Master Servicer to be Affiliates of the related Borrower (excluding affiliated managers paid at fee rates agreed to at the origination of the related Mortgage Loan);

 

(c)        any requests for the funding or disbursement of amounts from any escrow accounts, reserve funds or letters of credit, in each case, held as “performance”, “earn-out” or “holdback” escrows or reserves including the funding or disbursement of any such amounts with respect to any of the Mortgage Loans securing the Mortgaged Properties identified on Exhibit Y to this Agreement, other than routine and/or customary escrow and reserve fundings or disbursements for which the satisfaction of performance related criteria is not required pursuant to the terms of the related Loan Documents (for the avoidance of doubt, any request for the funding or disbursement of ordinary course impounds, repair and replacement reserves, lender approved budget and operating expenses, and tenant improvements pursuant to an approved lease, each in accordance with the Loan Documents or any other funding or disbursement as mutually agreed upon by the Master Servicer and the Special Servicer, will not constitute a Special Servicer Decision);

 

(d)        any requests for the release of collateral or the acceptance of substitute or additional collateral for a Mortgage Loan or Serviced Whole Loan other than: (i) grants of easements or rights of way that do not materially affect the use or value of the Mortgaged Property or the Borrower’s ability to make any payments with respect to the Mortgage Loan or Serviced Whole Loan; (ii) the release of collateral securing any Mortgage Loan in 


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connection with a defeasance of such collateral, except as provided in clause (i) of this definition of Special Servicer Decision below; (iii) the acceptance of substitute or additional collateral in the form of non-callable United States Treasury obligations in connection with a defeasance; or (iv) requests that are related to any condemnation action that is pending, or threatened in writing, and would affect a non-material portion of the Mortgaged Property;

 

(e)        approving any transfer of an interest in the Borrower under a Serviced Mortgage Loan or an assumption agreement, unless such transfer or assumption (i) is allowed under the terms of the related Loan Documents without the exercise of any lender approval or discretion other than confirming the satisfaction of the conditions to the transfer or assumption set forth in the related Loan Documents that do not include lender approval or the exercise of lender discretion, including a consent to transfer or assumption to any subsidiary or affiliate of such Borrower or to a person acquiring less than a majority interest in such Borrower and (ii) does not involve incurring new mezzanine financing or a change in control of the Borrower;

 

(f)         requests to incur additional debt in accordance with the terms of the applicable Loan Documents;

 

(g)        approval of any waiver regarding the receipt of financial statements (other than immaterial timing waivers including late financial statements);

 

(h)        approval of an easement that materially affects the use or value of a Mortgaged Property or the Borrower’s ability to make any payments with respect to the related Mortgage Loan;

 

(i)       agreeing to any modification, waiver, consent or amendment of a Mortgage Loan or Serviced Whole Loan in connection with a defeasance if such proposed modification, waiver, consent or amendment is with respect to (i) a waiver of a Mortgage Loan event of default (but excluding non-monetary events of default other than defaults relating to transfers of interest in the Borrower or the existing collateral or material modifications of the existing collateral), (ii) a modification of the type of defeasance collateral required under the related Loan Documents such that defeasance collateral other than direct, non-callable obligations of the United States of America would be permitted or (iii) a modification that would permit a principal prepayment instead of defeasance if the related Loan Documents do not otherwise permit such principal prepayment; and

 

(j)       determining whether to cure any default by a Borrower under a ground lease or permit any ground lease modification, amendment or subordination, non-disturbance and attornment agreement or entry into a new ground lease (and in any such case, the Master Servicer will be required to provide the Special Servicer with any notice that it receives relating to a default by the Borrower under a ground lease where the collateral for the related Mortgage Loan is the ground lease);

 

provided, however, that notwithstanding the foregoing, the Master Servicer and the Special Servicer may mutually agree as provided in this Agreement that the Master Servicer will 


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process any of the foregoing matters (as well as any Major Decision) with respect to any Performing Loan; provided, further, that the Master Servicer will, without the need for any such mutual agreement between the Master Servicer and the Special Servicer, process any Special Servicer Decision described in subclauses (i) and (ii) of clause (i) of this definition of “Special Servicer Decision” with respect to any Performing Loan, in each case subject to the consent (or deemed consent) of the Special Servicer as obtained pursuant to this Agreement.

 

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

 

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

 

“Special Servicing Compensation”: With respect to any Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, any of the Special Servicing Fee, Workout Fee, Liquidation Fee and any other fees, charges or other amounts which shall be due to the Special Servicer that are expressly provided for in Section 3.12 of this Agreement.

 

“Special Servicing Fee”: With respect to each Specially Serviced Loan (or Serviced REO Loan) for each Collection Period (or portion thereof), the fraction of the Special Servicing Fee Rate applicable to such Collection Period, or portion thereof (determined using the same interest accrual methodology and payment period that is applied with respect to the Mortgage Rate for such Mortgage Loan for such month) multiplied by the Stated Principal Balance of such Specially Serviced Loan (or Serviced REO Loan). For the avoidance of doubt, (A) in the event that a Principal Prepayment in full or an event described in clauses (i) through (vii) under the definition of “Liquidation Proceeds” has occurred with respect to any such Specially Serviced Loan or Serviced REO Loan on a date that is not a Due Date or if such Specially Serviced Loan or Serviced REO Loan is otherwise not specially serviced for the entire subject Collection Period, in connection with any partial month interest payment, the Special Servicing Fee is payable for the same period respecting which any related interest payment due on such Specially Serviced Loan or deemed to be due on such Serviced REO Loan is computed and (B) the Special Servicing Fee shall be deemed to be paid from the Lower-Tier REMIC with respect to the Mortgage Loans and the REO Mortgage Loans and from the Trust Subordinate Companion Loan REMIC with respect to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan.

 

“Special Servicing Fee Rate”: With respect to any Specially Serviced Loan or REO Property, a rate equal to (a) 0.2500% per annum or (b) if such rate in clause (a) would result in a Special Servicing Fee with respect to a Specially Serviced Loan or REO Property (other than an REO Property acquired with respect to any Non-Serviced Whole Loan) that would be less than $3,500 in any given month, then the Special Servicing Fee Rate for such month for such Specially Serviced Loan or REO Property shall be the higher per annum rate as would result in a Special Servicing Fee equal to $3,500 for such month with respect to such Specially Serviced Loan or REO Property.


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“Specially Serviced Loan”: Subject to Section 3.23 of this Agreement, any Serviced Mortgage Loan or Serviced Companion Loan:

 

(i)         as to which a payment default has occurred at its original Maturity Date, or, if the original Maturity Date has been extended, at its extended Maturity Date, and in the case of a Balloon Payment, if the Balloon Payment is delinquent and the related Borrower has not provided the Master Servicer (who shall promptly forward such written evidence to the Special Servicer) or Special Servicer, as of the related Maturity Date, written evidence from a lender regularly engaged in the business of making loans (similar to the Mortgage Loan being refinanced) that are secured by commercial real estate of such lender’s signed and binding (subject only to market conditions) application to refinance such Mortgage Loan, and such application will include delivery of a non-refundable good faith deposit by the related Borrower, or a signed purchase and sale agreement with respect to a sale of the Mortgaged Property and such purchase and sale agreement will include delivery of a deposit in an amount at least equal to five percent (5%) of the outstanding principal balance of such Mortgage Loan by the purchaser (in each case subject only to typical due diligence and closing conditions in a manner consistent with real estate lending market practices of a similarly situated Mortgaged Property that is satisfactory in form and substance to the Master Servicer and the Special Servicer from an acceptable lender or purchaser reasonably satisfactory to the Master Servicer and the Special Servicer (and the Master Servicer or Special Servicer, as applicable, shall promptly forward such application, purchase and sale agreement or other similar refinancing or sale documentation to the other such party)), which provides that such refinancing or sale will occur within 120 days of such related Maturity Date, provided that such Mortgage Loan and any related Companion Loan, as applicable, will become a Specially Serviced Loan immediately (a) if, in the judgment of the Special Servicer in accordance with the Servicing Standard, the related Borrower fails to diligently pursue such refinancing or sale, or fails to satisfy any condition of such refinancing or sale or the related Borrower fails to pay any Assumed Scheduled Payment on the related due date (subject to any applicable grace period) at any time before the refinancing or sale, (b) if such refinancing or sale does not occur within 120 days of the related Maturity Date (or within such shorter period as the refinancing or sale is scheduled to occur pursuant to the related refinancing documentation or purchase agreement), or (iii) the related refinancing documentation or purchase agreement is terminated before the refinancing or sale is scheduled to occur;

 

(ii)         as to which any Periodic Payment (other than a Balloon Payment) is more than 60 days delinquent (unless, prior to such Periodic Payment becoming more than 60 days delinquent, in the case of a Mortgage Loan with an associated Subordinate Companion Loan or mezzanine loan, the holder of the related Companion Loan or the holder of the related mezzanine debt, as applicable, cures such delinquency);

 

(iii)        as to which (a) the Borrower has entered into or consented to bankruptcy, appointment of a receiver or conservator or a similar insolvency 


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proceeding, or (b) the Borrower has become the subject of a decree or order for that proceeding; provided that, with respect to clause (b), that if the appointment, decree or order was involuntary and is stayed or discharged, or the case dismissed within 60 days, that Mortgage Loan and any related Companion Loan will not be considered a Specially Serviced Loan during that period), or (c) the Borrower has admitted in writing its inability to pay its debts generally as they become due;

 

(iv)        as to which the Master Servicer or Special Servicer has received notice of the foreclosure or proposed foreclosure of any lien other than the Mortgage on the Mortgaged Property;

 

(v)        as to which, in the judgment of the Master Servicer or Special Servicer (and, in the case of the Special Servicer, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder), as applicable, a payment default is imminent or reasonably foreseeable and is not likely to be cured by the Borrower within 60 days;

 

(vi)        as to which a default that the Master Servicer or Special Servicer has notice (other than a failure by the related Borrower to pay principal or interest) and which the Master Servicer or Special Servicer (and, in the case of the Special Servicer, with respect to any Serviced Mortgage Loan other than an Excluded Loan and unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder) determines, in its good faith reasonable judgment, may materially and adversely affect the interests of the Certificateholders (and, with respect to any Whole Loan, the interest of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the pari passu nature of any Pari Passu Companion Loans and the subordinate nature of any Subordinate Companion Loans, as applicable), has occurred and remains unremedied for the applicable grace period specified in the Mortgage Loan or related Companion Loan documents, other than in certain circumstances the failure to maintain terrorism insurance (or if no grace period is specified for events of default that are capable of cure, 60 days); or

 

(vii)       as to which the Master Servicer or Special Servicer (and, in the case of the Special Servicer, unless a Control Termination Event has occurred and is continuing, with the consent of the Directing Holder) determines that (a) a default (other than as described in clause (v) above) under the Mortgage Loan or related Companion Loan is imminent or reasonably foreseeable, (b) such default will materially impair the value of the corresponding Mortgaged Property as security for the Mortgage Loan or related Companion Loan or otherwise materially adversely affect the interests of Certificateholders (and, with respect to a Serviced Whole Loan, the interest of the Certificateholders and the holders of the related Companion Loan as a collective whole (taking into account the pari passu nature of any Pari Passu Companion Loan and the subordinate nature of any Subordinate Companion Loan, as applicable)), and (c) the default will continue unremedied for the applicable cure period under the terms of the Mortgage Loan or related Companion Loan, or, if no cure period is specified and the default is capable of 


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being cured, for 60 days (provided that such 60-day grace period does not apply to a default that gives rise to immediate acceleration without application of a grace period under the terms of the Mortgage Loan or related Companion Loan); provided that any determination that a special servicing transfer event has occurred under this clause (vii) with respect to any Serviced Mortgage Loan or related Serviced Companion Loan solely by reason of the failure (or imminent failure) of the related Borrower to maintain or cause to be maintained insurance coverage against damages or losses arising from acts of terrorism may only be made by the Special Servicer (with, unless a Control Termination Event has occurred and is continuing, the consent of the Directing Holder) as described under Section 3.08.

 

If a Servicing Transfer Event exists with respect to any Mortgage Loan included in a Serviced Whole Loan, then it will also be deemed to exist with respect to the related Serviced Companion Loans, and vice versa.

 

“Split Mortgage Loan”: Any Mortgage Loan that is part of a Whole Loan. The only Split Mortgage Loans that are assets of the Trust as of the Closing Date are those that have the respective loan numbers (as set forth on the Mortgage Loan Schedule) listed on the “Whole Loan” chart under the heading “Loan No.”

 

“Stanwix Asset-Level Basis”: Only as used in connection with any Operating Advisor Stanwix Annual Report, the Special Servicer’s performance of its duties as they relate to the resolution and/or liquidation of The Stanwix Whole Loan if The Stanwix Whole Loan is a Specially Serviced Loan, taking into account the Special Servicer’s specific duties under this Agreement as well as the extent to which those duties were performed in accordance with the Servicing Standard, with reasonable consideration by the Operating Advisor of any assessment of compliance, attestation report, Major Decision Reporting Package with respect to The Stanwix Whole Loan, Asset Status Report with respect to The Stanwix Whole Loan (after the occurrence and during the continuance of a Stanwix Operating Advisor Consultation Event), Final Asset Status Report with respect to The Stanwix Whole Loan and other information with respect to The Stanwix Whole Loan delivered to the Operating Advisor by the Special Servicer (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) pursuant to this Agreement.

 

“Stanwix Available Funds”: With respect to any Distribution Date, an amount equal to the sum of the following amounts received with respect to the Trust Subordinate Companion Loan (without duplication and, for the avoidance of doubt, excluding any amounts received in respect of the Mortgage Loans):

 

(a)        the aggregate amount of all cash received on the Trust Subordinate Companion Loan and, to the extent allocable to the Trust Subordinate Companion Loan, any related REO Property on deposit in the related Serviced Whole Loan Custodial Account (in each case, exclusive of any amount on deposit in or credited to any portion of the related Serviced Whole Loan Custodial Account that is held for the benefit of the holders of Pooled Certificates, any other Companion Loan Noteholders or is otherwise allocable to the Mortgage Loans) (including any applicable of Loss of Value payments deposited into the Serviced Whole Loan Custodial Account pursuant to Section 3.06(g) of 

 


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this Agreement), as of the related Master Servicer Remittance Date, exclusive of (without duplication) any portion thereof that represents:

 

(i)         any Periodic Payments and/or Balloon Payments paid by the Borrower with respect to the Trust Subordinate Companion Loan that are due on a Due Date (without regard to grace periods) after the end of the related Collection Period (without regard to grace periods) or that are received subsequent to the related Determination Date;

 

(ii)         all Unscheduled Payments of principal (including Principal Prepayments (together with any related payments of interest allocable to the period following the Due Date for the Trust Subordinate Companion Loan during the related Collection Period)) and interest, Net Liquidation Proceeds, Net Insurance Proceeds or Net Condemnation Proceeds and other unscheduled recoveries allocable to the Trust Subordinate Companion Loan received subsequent to the related Determination Date;

 

(iii)        all amounts payable or reimbursable to any Person with respect to the Trust Subordinate Companion Loan from the related Serviced Whole Loan Custodial Account pursuant to clauses (ii) through (ix), inclusive, clauses (xi) through (xv), inclusive, and clauses (xvii) and (xviii), inclusive, of Section 3.06(b) of this Agreement or (B) the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to clauses (ii) through (iv), inclusive, of Section 3.06(h) of this Agreement;

 

(iv)        with respect to any Distribution Date occurring in (1) each February and (2) any January occurring in a year that is not a leap year (unless, in either case, such Distribution Date is the final Distribution Date), an amount equal to one day of interest on the Stated Principal Balance of the Trust Subordinate Companion Loan as of the close of business on the Distribution Date in the month preceding the month in which the subject Distribution Date occurs at the related Net Mortgage Rate, to the extent such amounts are on deposit in the related Serviced Whole Loan Custodial Account;

 

(v)        all Yield Maintenance Charges and Prepayment Premiums with respect to the Trust Subordinate Companion Loan;

 

(vi)        all amounts deposited in the related Serviced Whole Loan Custodial Account in error; and

 

(vii)       all Penalty Charges with respect to the Trust Subordinate Companion Loan retained in the related Serviced Whole Loan Custodial Account pursuant to Section 3.05(g)(vii) of this Agreement; 

 

(b)        if and to the extent not already included in clause (a) hereof, the aggregate amount allocable to the Trust Subordinate Companion Loan transferred from the REO Account on or before the applicable Master Servicer Remittance Date to the related 


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Serviced Whole Loan Custodial Account for such Distribution Date pursuant to Section 3.15(b);

 

(c)        all Compensating Interest Payments made by the Master Servicer with respect to the Trust Subordinate Companion Loan with respect to such Distribution Date and P&I Advances made by the Master Servicer or the Trustee, as applicable, with respect to the Trust Subordinate Companion Loan with respect to such Distribution Date net of certain amounts that are due or reimbursable to Persons other than the holders of the Loan-Specific Certificates; and

 

(d)        for the Distribution Date occurring in each March (or February if the final Distribution Date occurs in such month), the Withheld Amounts with respect to the Trust Subordinate Companion Loan remitted to the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.05(e) of this Agreement.

 

Notwithstanding the investment of funds held in the related Serviced Whole Loan Custodial Account or the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.07 of this Agreement, for purposes of calculating the Stanwix Available Funds, the amounts so invested shall be deemed to remain on deposit in such account.

 

“Stanwix Base Interest Fraction”: As defined in Section 4.01(e).

 

“Stanwix Business Day”: For purposes of The Stanwix Whole Loan, any day other than (a) a Saturday and a Sunday and (b) any other day on which banks and savings and loan institutions in New York, New York or the state in which the offices of the Trustee, the Master Servicer or the Special Servicer or the Master Servicer’s or Special Servicer’s collection account or any reserve funds are located, the New York Stock Exchange or the Federal Reserve Bank of New York are not open for business.

 

“Stanwix Co-Lender Agreement”: That certain Agreement between Noteholders, dated as of October 17, 2019, by and between the holder of The Stanwix Mortgage Loan, the holder of the Trust Subordinate Companion Loan and the holder of the Stanwix Pari Passu Companion Loan, relating to the relative rights of such holders of The Stanwix Whole Loan, as the same may be further amended in accordance with the terms thereof.

 

“Stanwix Control Appraisal Period”: Shall be deemed to exist with respect to The Stanwix Whole Loan, if and for so long as: (a)(1) the initial principal balance of the Trust Subordinate Companion Loan minus (2) the sum (without duplication) of (x) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received on, the Trust Subordinate Companion Loan after the date of creation of the Trust Subordinate Companion Loan, (y) any Appraisal Reduction Amount for The Stanwix Whole Loan that is allocated to the Trust Subordinate Companion Loan and (z) any losses realized with respect to any Stanwix Mortgaged Property or The Stanwix Whole Loan that are allocated to the Trust Subordinate Companion Loan, is less than (b) 25% of the remainder of the (i) initial principal balance of the Trust Subordinate Companion Loan less (ii) any payments of principal (whether as principal prepayments or otherwise) allocated to, and received by, the related Companion Loan Noteholder on the Trust Subordinate Companion Loan.


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“Stanwix Control Eligible Certificates”: Any of the Class SWE and Class SWRR Certificates.

 

“Stanwix Controlling Class”: As of any date of determination, the most subordinate Class of the Stanwix Control Eligible Certificates then outstanding that has a Certificate Balance (as notionally reduced by any Appraisal Reduction Amounts and/or Collateral Deficiency Amounts with respect to The Stanwix Whole Loan that are allocable to the Trust Subordinate Companion Loan and, in turn, to such Class in accordance with Section 4.08 of this Agreement), equal to at least 25% of the Original Certificate Balance of that Class, or if no Class of the Stanwix Control Eligible Certificates meets the preceding requirement, the most senior Class of the Stanwix Control Eligible Certificates. The Stanwix Controlling Class as of the Closing Date will be the Class SWRR Certificates. 

 

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

 

“Stanwix Controlling Class Representative”: The Stanwix Controlling Class Certificateholder (or a representative thereof) selected by more than 50% of the Stanwix Controlling Class Certificateholders, by Certificate Balance, as determined by the Certificate Registrar from time to time. The Certificate Administrator and the other parties hereto shall be entitled to assume that the identity of the Stanwix Controlling Class Representative has not changed until such parties receive written notice of a replacement of the Stanwix Controlling Class Representative from a party holding the requisite interest in the Stanwix Controlling Class, or the resignation of the then current Stanwix Controlling Class Representative. The initial Stanwix Controlling Class Representative is Axonic RR Fund LLC.

 

“Stanwix Excess Liquidation Purchase Price”: Without duplication, the sum of (i) the unpaid principal balance of the The Stanwix Whole Loan (including all or any portion thereof that constitutes an REO Loan), (ii) all accrued and unpaid interest on The Stanwix Whole Loan (without regard to the Default Rate) to and including the last day of the Stanwix Interest Accrual Period related to the Stanwix Loan Payment Date next succeeding the date on which the purchase is to occur, (iii) all unreimbursed Advances with respect to The Stanwix Whole Loan and/or the Stanwix Foreclosed Property together with interest on such Advances, (iv) all interest accrued on Servicing Advances with respect to The Stanwix Whole Loan and/or the Stanwix Foreclosed Property, (v) all unpaid or unreimbursed Additional Trust Fund Expenses with respect to The Stanwix Whole Loan and/or the Stanwix Foreclosed Property, (vi) any unpaid expenses incurred by the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian or the Trustee that would, if paid from the Collection Account, have been considered Additional Trust Fund Expenses with respect to The Stanwix Whole Loan and/or the Stanwix Foreclosed Property, (vii) any Stanwix Realized Losses, and (viii) any other expenses reasonably incurred or expected to be incurred by the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Asset Representations Reviewer, the Custodian and/or the Trustee arising out of the sale of the Stanwix Foreclosed Property or the exercise or implementation of the Stanwix Excess Liquidation Proceeds Option, including Liquidation Fees.


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“Stanwix Excess Liquidation Proceeds Holder”: As defined in Section 3.16(m).

 

“Stanwix Excess Liquidation Proceeds Option”: As defined in Section 3.16(m).

 

“Stanwix Foreclosed Property”: As defined in Section 3.16(m).

 

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

 

“Stanwix Interest Distribution Amount”: With respect to any Distribution Date and each Class of Loan-Specific Certificates, an amount equal to (A) the sum of (i) the Stanwix Interest Accrual Amount with respect to such Class of Loan-Specific Certificates for such Distribution Date and (ii) the Stanwix Interest Shortfall, if any, with respect to such Class of Loan-Specific Certificates for such Distribution Date, less (B) any Excess Prepayment Interest Shortfall allocated to the Trust Subordinate Companion Loan under the terms of the related Co-Lender Agreement that is, in turn, allocable to such Class of Certificates on such Distribution Date.

 

For purposes of clause (B) above, the applicable Excess Prepayment Interest Shortfall, if any, for each Distribution Date allocated to the Trust Subordinate Companion Loan shall, in turn, be allocated: first, to the Class SWRR Certificates, up to the Stanwix Interest Accrual Amount with respect to such Class for such Distribution Date; second, to the Class SWE Certificates, up to the Stanwix Interest Accrual Amount with respect to such Class for such Distribution Date; third, to the Class SWD Certificates, up to the Stanwix Interest Accrual Amount with respect to such Class for such Distribution Date; fourth, to the Class SWC Certificates, up to the Stanwix Interest Accrual Amount with respect to such Class for such Distribution Date; and finally, to the Class SWA, Class SWX1 and Class SWX2 Certificates, up to, and pro rata based upon, the respective Stanwix Interest Accrual Amounts with respect to such Classes for such Distribution Date.

 

“Stanwix Interest Shortfall”: With respect to any Distribution Date for any Class of Loan-Specific Certificates, subject to increase as described in the fourth paragraph of Section 4.01(f) of this Agreement, an amount equal to the sum of (a) the portion of the Stanwix Interest Distribution Amount for such Class remaining unpaid as of the close of business on the preceding Distribution Date, and (b) to the extent permitted by applicable law, (i) in the case of a Class of Loan-Specific Principal Balance Certificates, one month’s interest on that amount remaining unpaid at the Pass-Through Rate applicable to such Class for the subject Distribution Date and (ii) in the case of a Class of Loan-Specific Class X Certificates, one-month’s interest on that amount remaining unpaid at the Net Mortgage Rate on the Trust Subordinate Companion Loan as of the first day of the related Collection Period.

 

“Stanwix IO Group YM Distribution Amount”: As defined in Section 4.01(e).

 

“Stanwix Loan Interest Accrual Period”: With respect to any Stanwix Loan Payment Date, the period from and including the first day of the calendar month preceding such 


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Stanwix Loan Payment Date through and including the last day of the calendar month prior to such Stanwix Loan Payment Date.

 

“Stanwix Loan Payment Date”: With respect to any Stanwix Loan Interest Accrual Period, the first day of each calendar month following the month in which the related Stanwix Loan Interest Accrual Period ends (or if such first day is not a Stanwix Business Day, the immediately preceding Stanwix Business Day), commencing on October 1, 2019 until and including the related Maturity Date.

 

“Stanwix Operating Advisor Consultation Event”: The event that occurs when the aggregate outstanding Certificate Balance of the Class SWRR Certificates (as notionally reduced by any Appraisal Reduction Amount and/or Collateral Deficiency Amount with respect to The Stanwix Whole Loan, to the extent allocated to the Trust Subordinate Companion Loan and, in turn, allocated to notionally reduce the Certificate Balance of the Class SWRR Certificates, in accordance with Section 4.08(a) of this Agreement) is 25% or less of the initial aggregate Certificate Balance of the Class SWRR Certificates.

 

“Stanwix Principal Distribution Amount”: With respect to any Distribution Date, an amount equal to the sum of the following amounts: (a) the Stanwix Principal Shortfall for such Distribution Date, (b) the Stanwix Scheduled Principal Distribution Amount for such Distribution Date and (c) the Stanwix Unscheduled Principal Distribution Amount for such Distribution Date; provided that the Stanwix Principal Distribution Amount for any Distribution Date shall be reduced, to not less than zero, by the amount of any reimbursements of: (A) Nonrecoverable Advances, together with interest on such Nonrecoverable Advances at the Reimbursement Rate, that are paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the Stanwix Principal Distribution Amount for such Distribution Date, and (B) Workout-Delayed Reimbursement Amounts paid or reimbursed from principal collections on the Trust Subordinate Companion Loan in a period during which such principal collections would have otherwise been included in the Stanwix Principal Distribution Amount for such Distribution Date; provided, further, that, in the case of clauses (A) and (B) above, if any of the amounts that were reimbursed from principal collections on the Trust Subordinate Companion Loan (including the portion of any REO Loan allocable to the Trust Subordinate Companion Loan) are subsequently recovered on the Trust Subordinate Companion Loan (or the portion of any REO Loan allocable to the Trust Subordinate Companion Loan), such recovery will increase the Stanwix Principal Distribution Amount for the Distribution Date related to the Determination Date on which ends the one-month period in which such recovery occurs.

 

“Stanwix Principal Shortfall”: For any Distribution Date, the amount, if any, by which (a) the Stanwix Principal Distribution Amount for the prior Distribution Date exceeds (b) the aggregate amount actually distributed to Holders of the Loan-Specific Principal Balance Certificates on the prior Distribution Date in respect of such Stanwix Principal Distribution Amount. 

 

“Stanwix Realized Loss”: With respect to the Trust Subordinate Companion Loan and any Distribution Date, the amount, if any, by which (i) the aggregate Certificate Balance of the Loan-Specific Certificates, after giving effect to distributions of principal on such Distribution 


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Date, exceeds (ii) the Stated Principal Balance of the Trust Subordinate Companion Loan, including the assumed Stated Principal Balance if the Trust Subordinate Companion Loan has become an REO Companion Loan, immediately following such Distribution Date. For purposes of this calculation only, the Stated Principal Balance will not be reduced by the amount of principal payments received on the Trust Subordinate Companion Loan that were used to reimburse the Master Servicer or the Trustee for Workout-Delayed Reimbursement Amounts with respect to the Trust Subordinate Companion Loan, to the extent those amounts are not otherwise determined to be Nonrecoverable Advances. 

 

“Stanwix Retaining Sponsor”: As defined in the Preliminary Statement under the caption “Risk Retention.” 

 

“Stanwix Retaining Third Party Purchaser”: As defined in the Preliminary Statement under the caption “Risk Retention.” 

 

“Stanwix RR Interest Transfer Restriction Period”: The period from the Closing Date to earliest of: (a) the latest of (i) the date on which the total unpaid principal balance of the Trust Subordinate Companion Loan has been reduced to 33.0% of the Cut-off Date Balance of the Trust Subordinate Companion Loan; (ii) the date on which the total outstanding Certificate Balance of the Loan-Specific Certificates has been reduced to 33.0% of the total outstanding Certificate Balance of the Loan-Specific Certificates on the Closing Date; and (iii) two years after the Closing Date; and (b) the date on which The Stanwix Whole Loan (including the Trust Subordinate Companion Loan) has been defeased in accordance with Rule 7(b)(8)(i) of the Credit Risk Retention Rules; provided, however, that if the Credit Risk Retention Rules are modified or repealed, the Stanwix Retaining Third Party Purchaser may, with the consent of the Stanwix Retaining Sponsor, choose to comply with such Credit Risk Retention Rules as are then in effect; and provided further that the Trustee or Certificate Administrator may reasonably request an Opinion of Counsel to such effect at the expense of the Holder of the Class SWRR Certificates to the extent it believes such opinion is necessary.

 

“Stanwix Scheduled Principal Distribution Amount”: For each Distribution Date, an amount equal to the aggregate of the principal portions of (a) all Periodic Payments (which do not include Balloon Payments) with respect to the Trust Subordinate Companion Loan, due during or, if and to the extent not previously received or advanced and distributed to Loan-Specific Certificateholders on a preceding Distribution Date, prior to the related Collection Period and all Assumed Scheduled Payments with respect to the Trust Subordinate Companion Loan for the related Collection Period, in each case to the extent paid by the related Borrower as of the related Determination Date or advanced by the Master Servicer or the Trustee, as applicable, and (b) all Balloon Payments allocable to the Trust Subordinate Companion Loan to the extent received on or prior to the related Determination Date, and to the extent not included in clause (a) above and not included in the Stanwix Principal Distribution Amount for any prior Distribution Date. The Stanwix Scheduled Principal Distribution Amount from time to time will include all late payments of principal made by a Borrower with respect to the Trust Subordinate Companion Loan, including late payments in respect of a delinquent Balloon Payment, received during the periods or by the times described above in this definition, except to the extent those late payments are otherwise available to reimburse the Master Servicer or the Trustee, as the case may be, for prior Advances.


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“Stanwix Unscheduled Principal Distribution Amount”: For each Distribution Date, an amount equal to the aggregate of the following (in each case to the extent not included in the Stanwix Principal Distribution Amount for any prior Distribution Date): (a) all prepayments of principal received on the Trust Subordinate Companion Loan as of the related Determination Date; and (b) the principal portion of any other collections (exclusive of payments by the related borrower) received on the Trust Subordinate Companion Loan and any related REO Property as of the related Determination Date whether in the form of Liquidation Proceeds, Insurance and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by the Master Servicer or Special Servicer, as applicable, as recoveries of previously unadvanced principal of the Trust Subordinate Companion Loan; provided that all such Liquidation Proceeds and Insurance and Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments (to the extent that such amount was transferred into the Collection Account to cover Nonrecoverable Advances, Additional Trust Fund Expenses or previously allocated Stanwix Realized Losses), accrued interest on Advances and other Additional Trust Fund Expenses incurred in connection with or otherwise relating to the Trust Subordinate Companion Loan, thus reducing the Stanwix Unscheduled Principal Distribution Amount.

 

“Startup Day”: In the case of the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Lower-Tier REMIC, the day designated as such pursuant to Section 2.07 of this Agreement.

 

“Stated Principal Balance”: With respect to any Mortgage Loan or the Trust Subordinate Companion Loan (including any such loan as to which the related Mortgaged Property has become and REO Property), on any date of determination, the principal balance as of the Cut-off Date of such Mortgage Loan or the Trust Subordinate Companion Loan (or in the case of a Qualified Substitute Mortgage Loan, the outstanding principal balance as of the related date of substitution and after application of all scheduled payments of principal and interest due on or before the related Due Date in the month of substitution, whether or not received), as reduced (to not less than zero) on each Distribution Date by (i) all payments (or P&I Advances in lieu thereof) of, and all other collections allocated as provided in Section 1.02 of this Agreement (or, in the case of the Trust Subordinate Companion Loan, as provided in the related Loan Documents and Co-Lender Agreement) to, principal of or with respect to (A) such Mortgage Loan that are part of the Scheduled Principal Distribution Amount and/or the Unscheduled Principal Distribution Amount (determined without regard to the proviso to the definition thereof) for such Distribution Date or (B) the Trust Subordinate Companion Loan that are part of the Stanwix Scheduled Principal Distribution Amount and/or the Stanwix Unscheduled Principal Distribution Amount (determined without regard to the proviso to the definition thereof) for such Distribution Date, and (ii) any principal forgiven by the Special Servicer (or with respect to a Non-Serviced Mortgage Loan, by the related Non-Serviced Special Servicer or other applicable servicer) and other principal losses realized in respect of such Mortgage Loan or the Trust Subordinate Companion Loan, since the Determination Date for the previous Distribution Date through and including the related Determination Date (or with respect to a Non-Serviced Mortgage Loan, during the corresponding one-month period in accordance with the terms of the related Non-Serviced PSA and Co-Lender Agreement). With respect to any Serviced Companion Loan (including any Serviced Companion Loan as to which the related Mortgaged Property has become an REO Property) other than the Trust Subordinate Companion Loan, as of any date of determination, the Stated Principal Balance 


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shall equal the unpaid principal balance of such Serviced Companion Loan as of the Cut-Off Date, minus (i) all amounts remitted to the related Companion Loan Noteholder as of such date of determination that are allocable to principal of such Serviced Companion Loan and (ii) any principal forgiven by the Special Servicer and other principal losses realized in respect of such Serviced Companion Loan as of such date of determination. Notwithstanding the foregoing, the Stated Principal Balance of a Mortgage Loan or Companion Loan (including the Trust Subordinate Companion Loan) that has been paid in full or with respect to which the Special Servicer has made a Final Recovery Determination (or, in the case of a Non-Serviced Mortgage Loan, with respect to which the Non-Serviced Special Servicer has made an equivalent determination) shall be zero from and after the Distribution Date related to the first Determination Date as of which such payment or determination is made. The Stated Principal Balance of a Serviced Whole Loan (including a Serviced Whole Loan as to which the related Mortgaged Property has become an REO Property), as of any date of determination, shall equal the sum of the then Stated Principal Balances of the related Mortgage Loan and the related Companion Loan(s).

 

A Mortgage Loan (including a Mortgage Loan as to which the related Mortgaged Property has become and REO Property) shall be deemed to be part of the Trust Fund and to have an outstanding Stated Principal Balance until the Distribution Date on which Liquidation Proceeds, if any, are to be (or, if no such Liquidation Proceeds are received, would have been) distributed to Certificateholders. The Stated Principal Balance of any Mortgage Loan or Serviced Whole Loan with respect to which the Master Servicer or Special Servicer has made a Final Recovery Determination is zero.

 

“Sub-Servicer”: Any Person engaged by the Master Servicer or the Special Servicer (including, for the avoidance of doubt, each Mortgage Loan Seller Sub-Servicer and any primary servicer) to perform servicing activities with respect to one or more Mortgage Loans or REO Properties or the Trust Subordinate Companion Loan.

 

“Sub-Servicing Agreement”: The written contract between the Master Servicer or the Special Servicer, on the one hand, and any Sub-Servicer, on the other hand, relating to servicing and administration of the Mortgage Loans as provided in Section 3.01(c) of this Agreement.

 

“Subcontractor”: Any vendor, subcontractor or other Person that is not responsible for the overall servicing (as “servicing” is commonly understood by participants in the mortgage-backed securities market) of Mortgage Loans but performs one or more discrete functions identified in Item 1122(d) of Regulation AB with respect to Mortgage Loans under the direction or authority of the Master Servicer or a Servicing Function Participant.

 

“Subject Loans”: As defined in Section 11.02(b).

 

“Subordinate Companion Loan”: A Companion Loan that, pursuant to the related Loan Documents and/or the related Co-Lender Agreement, is generally subordinate in right of payment to the related Split Mortgage Loan. The only Subordinate Companion Loans related to the Trust as of the Closing Date are evidenced by the Mortgage Notes identified under the heading “Subordinate Companion Loan(s)” in the “Whole Loans” table in the Preliminary Statement.


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“Substitution Shortfall Amount”: In connection with the substitution of one or more Replacement Mortgage Loans for one or more Removed Mortgage Loans, the amount, if any, by which the Purchase Price or aggregate Purchase Price, as the case may be, for such Removed Mortgage Loan(s) exceeds the initial Stated Principal Balance or aggregate initial Stated Principal Balance, as the case may be, of such Replacement Mortgage Loan(s).

 

“Tax Returns”: The federal income tax returns on IRS Form 1066, U.S. Real Estate Mortgage Investment Conduit (REMIC) Income Tax Return, including Schedule Q thereto, Quarterly Notice to Residual Interest Holders of REMIC Taxable Income or Net Loss Allocation, or any successor forms, to be filed by the Certificate Administrator on behalf of each of the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Lower-Tier REMIC due to its classification as a REMIC under the REMIC Provisions, and the federal income tax return to be filed by the Certificate Administrator on behalf of the Grantor Trust due to its classification as a grantor trust under subpart E, part I of subchapter J of the Code, together with any and all other information, reports or returns that may be required to be furnished to the Certificateholders or filed with the IRS or any other governmental taxing authority under any applicable provisions of federal law or Applicable State and Local Tax Law.

 

“Terminated Party”: As defined in Section 7.01(e) of this Agreement.

 

“Terminating Party”: As defined in Section 7.01(e) of this Agreement.

 

“Termination Date”: The Distribution Date on which the Trust Fund is terminated pursuant to Section 9.01 of this Agreement.

 

“Test”: As defined in Section 11.01(b)(iv).

 

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

 

“The Stanwix Mortgage Loan”: With respect to The Stanwix Whole Loan, the Mortgage Loan that is included in the Trust (identified as Mortgage Loan No. 7 on the Mortgage Loan Schedule), which is designated as promissory note A. The Trust Subordinate Companion Loan is subordinate to The Stanwix Mortgage Loan.

 

“The Stanwix Mortgaged Property”: The Mortgaged Property that secures The Stanwix Whole Loan.

 

“The Stanwix Whole Loan”: The Stanwix Mortgage Loan and the Trust Subordinate Companion Loan, each of which is secured by the same Mortgage on The Stanwix Mortgaged Property. References herein to The Stanwix Whole Loan shall be construed to refer to the aggregate indebtedness under The Stanwix Mortgage Loan and the Trust Subordinate Companion Loan.

 

“Third Party Appraiser”: A Person performing an Appraisal.


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“Third Party Reports”: With respect to any Mortgaged Property, the related Appraisal, Phase I environmental report, Phase II environmental report, seismic report, engineering report, structural report, property condition report or similar report, if any.

 

“Transfer”: Any direct or indirect transfer or other form of assignment of any Ownership Interest in a Class R Certificate.

 

“Transferee Affidavit”: As defined in Section 5.02(l)(ii) of this Agreement.

 

“Transferor Letter”: As defined in Section 5.02(l)(ii) of this Agreement.

 

“Trust” or “Trust Fund”: The corpus of the trust created hereby and to be administered hereunder, consisting of (in each case, to the extent of the Trust Fund’s interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject to this Agreement and the Trust Subordinate Companion Loan for so long as it is subject to this Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related Borrower).

 

“Trust Ledger”: Amounts deposited in the Collection Account or a Serviced Whole Loan Custodial Account and attributable to the Mortgage Loans, the Trust Subordinate Companion Loan or related Serviced Whole Loan, respectively, which are maintained pursuant to Section 3.06 of this Agreement, as applicable, and held on behalf of the Trustee on behalf of the Certificateholders or held on behalf of the Trustee on behalf of the Certificateholders and related Companion Loan Noteholders, as applicable.


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“Trust REMICs”: The Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC.

 

“Trust Subordinate Companion Loan”: That certain subordinate loan evidenced by promissory note B having a Cut-off Date outstanding principal balance of $30,000,000 made by the related Borrower and secured by the Mortgage on The Stanwix Mortgaged Property, which is part of The Stanwix Whole Loan, which is included in the Trust and which is subordinate in right of payment to The Stanwix Mortgage Loan to the extent set forth in the related Loan Documents and as provided in the Stanwix Co-Lender Agreement. The term “Trust Subordinate Companion Loan” shall include any successor REO Companion Loan.

 

“Trust Subordinate Companion Loan Distribution Amount”: As defined in Section 4.01(a).

 

“Trust Subordinate Companion Loan Regular Interests”: The Class LSWA Interest, the Class LSWC Interest, the Class LSWD Interest, the Class LSWE Interest and the Class LSWRR Interest issued by the Trust Subordinate Companion Loan REMIC and held by the Trustee as assets of the Upper-Tier REMIC. Each Trust Subordinate Companion Loan Regular Interest (i) is designated as a “regular interest” in the Trust Subordinate Companion Loan REMIC, (ii) relates to its Corresponding Certificates and Corresponding Component (if any), (iii) is uncertificated, (iv) has an initial Trust Subordinate Companion Loan REMIC Principal Balance as set forth in the Preliminary Statement herein, (v) has a Pass-Through Rate equal to the Net Mortgage Rate on the Trust Subordinate Companion Loan from time to time, (vi) has a “latest possible maturity date,” within the meaning of Treasury Regulations Section 1.860G-1(a), that is the Rated Final Distribution Date and (vii) is entitled to the distributions in the amounts and at the times specified in Section 4.01 of this Agreement.

 

“Trust Subordinate Companion Loan REMIC”: One of three separate REMICs comprising a portion of the Trust Fund, which consists of the Trust Subordinate Companion Loan and the proceeds thereof, any allocable portion of any REO Property with respect thereto, the related portions of the REO Account, and the Trust Subordinate Companion Loan REMIC Distribution Account. 

 

“Trust Subordinate Companion Loan REMIC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(b) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass Through Certificates, Series 2019-CF2, Trust Subordinate Companion Loan REMIC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Trust Subordinate Companion Loan REMIC Distribution Account shall be an asset of the Trust Subordinate Companion Loan REMIC. 

 

“Trust Subordinate Companion Loan REMIC Principal Balance”: With respect to any Trust Subordinate Companion Loan Regular Interest, an amount initially equal to the original principal balance set forth in the Preliminary Statement herein, and which from time to time will equal such amount reduced by the amount of distributions of the Trust Subordinate Companion 


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Loan Distribution Amount allocable to principal thereof and Stanwix Realized Losses allocable thereto in all prior periods as described in Section 4.01(a) and Section 4.01(f), respectively, of this Agreement, such that at all times the Trust Subordinate Companion Loan REMIC Principal Balance of such Trust Subordinate Companion Loan Regular Interest shall equal the Certificate Balance of the Corresponding Certificates.

 

“Trust Subordinate Companion Loan Residual Interest”: The sole class of “residual interests,” within the meaning of Code Section 860G(a)(2), in the Trust Subordinate Companion Loan REMIC, which will be represented by the Class R Certificates.

 

“Trustee”: Citibank, N.A., in its capacity as Trustee, or its successor in interest, or any successor Trustee appointed as herein provided.

 

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

 

“Uline Arena Whole Loan”: The Whole Loan secured by the Mortgaged Property identified on the Mortgage Loan Schedule as Uline Arena.

 

“Underwriters”: Cantor Fitzgerald & Co., Deutsche Bank Securities Inc., KeyBanc Capital Markets Inc., CastleOak Securities, L.P. and Drexel Hamilton, LLC and their respective successors in interest.

 

“Unliquidated Advance”: Any Advance previously made by a party hereto that has been previously reimbursed, as between the Person that made the Advance hereunder, on the one hand, and the Trust Fund, on the other, as part of a Workout-Delayed Reimbursement Amount pursuant to Section 3.06(a) or Section 3.06(b) of this Agreement, as applicable, but that has not been recovered from the related Borrower or otherwise from collections on or the proceeds of the Mortgage Loan or the applicable Serviced Whole Loan or Serviced REO Property in respect of which the Advance was made.

 

“Unscheduled Payments”: With respect to any Mortgage Loan or the Trust Subordinate Companion Loan, all Net Liquidation Proceeds, Net Condemnation Proceeds and Net Insurance Proceeds payable under such Mortgage Loan or the Trust Subordinate Companion Loan, the Purchase Price of any Mortgage Loan that is, or the Trust Subordinate Companion Loan if it is, repurchased or purchased pursuant to Section 2.04, Section 3.16 or Section 9.01 of this Agreement, the Substitution Shortfall Amount with respect to any substitution pursuant to Section 2.04(h) of this Agreement and any other payments under or with respect to such Mortgage Loan or the Trust Subordinate Companion Loan not scheduled to be made at the time of receipt, including Principal Prepayments received by the Master Servicer (but excluding Prepayment Premiums or Yield Maintenance Charges, if any).

 

“Unscheduled Principal Distribution Amount”: With respect to any Distribution Date, the aggregate of the following (in each case to the extent not included in the Principal Distribution Amount for any prior Distribution Date): (a) all Principal Prepayments received on the Mortgage Loans as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date); and


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 (b) the principal portion of any other collections (exclusive of payments by Borrowers) received on the Mortgage Loans and any REO Properties as of the related Determination Date (or, with respect to a Non-Serviced Mortgage Loan, received by the Master Servicer or Special Servicer, as applicable, as of the later of the related Determination Date and the applicable remittance date to the Trust in the month of the subject Distribution Date), whether in the form of Liquidation Proceeds, Insurance Proceeds, and Condemnation Proceeds, net income, rents, and profits from REO Property or otherwise, that were identified and applied by the Master Servicer as recoveries of previously unadvanced principal of the related Mortgage Loan; provided, that all such Liquidation Proceeds and Insurance Proceeds, Condemnation Proceeds will be reduced by any unpaid Special Servicing Fees, Liquidation Fees, any amount related to the Loss of Value Payments to the extent that such amount was transferred into the Collection Account to cover Nonrecoverable Advances or Additional Trust Fund Expenses or to offset a previously allocated Pooled Realized Loss, accrued interest on Advances and other additional expenses of the Trust incurred in connection with or otherwise relating to the related Mortgage Loan, thus reducing the Unscheduled Principal Distribution Amount. The principal component of the amounts set forth above shall be determined in accordance with Section 1.02 of this Agreement.

 

“Updated Appraisal”: An Appraisal of a Mortgaged Property or Serviced REO Property, as the case may be, conducted subsequent to any appraisal performed on or prior to the Cut-off Date and in accordance with Appraisal Institute standards, the costs of which shall be paid as a Servicing Advance by the Master Servicer. Updated Appraisals shall be conducted by an Independent MAI appraiser selected by the Special Servicer.

 

“Updated Valuation”: With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan having a Stated Principal Balance of $2,000,000 or higher, an Updated Appraisal. With respect to a Mortgage Loan having a Stated Principal Balance of less than $2,000,000, an updated Small Loan Appraisal Estimate or an Updated Appraisal.

 

“Upper-Tier REMIC Distribution Account”: The segregated non-interest bearing trust account or sub-account created and maintained by the Certificate Administrator pursuant to Section 3.05(f) of this Agreement, which shall be entitled “Citibank, N.A., as Certificate Administrator, for the benefit of Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Upper-Tier REMIC Distribution Account” and which must be an Eligible Account or a sub-account of an Eligible Account. The Upper-Tier REMIC Distribution Account shall be an asset of the Upper-Tier REMIC.

 

“Upper-Tier REMIC”: A segregated asset pool within the Trust Fund consisting of the Lower-Tier Regular Interests, the Trust Subordinate Companion Loan Regular Interests, the Upper-Tier REMIC Distribution Account, and amounts held therein from time to time.

 

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

 

“U.S. Tax Person”: A citizen or resident of the United States, a corporation, partnership (except to the extent provided in applicable Treasury regulations), or other entity


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 created or organized in or under the laws of the United States, any state thereof or the District of Columbia, an estate whose income is subject to United States federal income tax regardless of its source, or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided in applicable Treasury regulations, certain trusts in existence as of August 20, 1996 that have elected to be treated as U.S. Tax Persons).

 

“Voting Rights”: The voting rights of all of the Certificates that is allocated to any Certificateholder or Class of Certificateholders. At all times during the term of this Agreement, the percentage of Voting Rights assigned to each Class of Certificates shall be: (a) 2% to be allocated among the Certificateholders of the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates (allocated to the Class X-A, Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates on a pro rata basis based on their respective outstanding Notional Amounts at the time of determination), (b) 98% to be allocated among the Certificateholders of the respective Classes of Principal Balance Certificates in proportion to the Certificate Balances of such Classes, subject to clause (c) below (and solely in connection with any vote for purposes of determining whether to remove the Special Servicer pursuant to Section 3.22(c), Section 3.22(d) or Section 7.01(b), or the Operating Advisor pursuant to Section 7.07(a) or Section 7.07(b), considering any notional reduction in the Certificate Balance for Appraisal Reduction Amounts allocated to the Certificates pursuant to Section 4.08(a) hereof), determined in each case as of the prior Distribution Date and (c) 0%, in the case of the Class S or Class R Certificates and any portion of the Class F, Class G or Class NR-RR Certificates that comprise the VRR Interest. The Voting Rights assigned to any Class of Certificates shall be allocated among such Certificates in proportion to their respective Percentage Interests.

 

“VRR Interest”: As defined in the Preliminary Statement under the caption “Risk Retention.”

 

“WAC Rate”: With respect to any Distribution Date, a per annum rate equal to the fraction (expressed as a percentage), the numerator of which is the sum for all Mortgage Loans (including any Non-Serviced Mortgage Loan and any Mortgage Loan as to which the related Mortgaged Property has become an REO Property) of the product of (i) the Net Mortgage Rate for each such Mortgage Loan as of the first day of the related Collection Period and (ii) the Stated Principal Balance of each such Mortgage Loan immediately prior to the related Distribution Date, and the denominator of which is the sum of the Stated Principal Balances of all Mortgage Loans immediately prior to the related Distribution Date.

 

“WHFIT”: A “Widely Held Fixed Investment Trust” as that term is defined in Treasury Regulations section 1.671-5(b)(22) or successor provisions.

 

“WHFIT Regulations”: Treasury Regulations section 1.671-5, as amended.

 

“WHMT”: A “Widely Held Mortgage Trust” as that term is defined in Treasury Regulations Section 1.671-5(b)(23) or successor provisions.


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“Whole Loan”: With respect to any Mortgage Loan with a related Companion Loan, such Mortgage Loan and its related Companion Loan(s), collectively, as identified in the “Whole Loans” chart in the Preliminary Statement. With respect to each Whole Loan, references herein to each such Whole Loan shall be construed to refer to the aggregate indebtedness under the related Mortgage Loan and the related Companion Loan(s).

 

“Withheld Amount”: With respect to each Mortgage Loan that accrues interest on an Actual/360 Basis and the Trust Subordinate Companion Loan, and with respect to each Distribution Date occurring in January of each calendar year that is not a leap year and February of each calendar year, unless in either case such Distribution Date is the final Distribution Date, an amount equal to one day’s interest at the Net Mortgage Rate on the respective Stated Principal Balance immediately following the Distribution Date in the month preceding the month in which such Distribution Date occurs, to the extent that a Periodic Payment or a P&I Advance is made in respect thereof.

 

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

 

“Workout-Delayed Reimbursement Amounts”: With respect to any Mortgage Loan or the Trust Subordinate Companion Loan or, with respect to Servicing Advances, any Serviced Whole Loan, the amount of any Advance made with respect to such Mortgage Loan or Serviced Whole Loan on or before the date such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes (or, but for the making of three monthly payments under its modified terms, would then constitute) a Corrected Loan, together with (to the extent accrued and unpaid) interest on such Advances, to the extent that (i) such Advance is not reimbursed to the Person who made such Advance on or before the date, if any, on which such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Whole Loan becomes a Corrected Loan and (ii) the amount of such Advance becomes an obligation of the related Borrower to pay such amount under the terms of the modified Loan Documents.

 

“Workout Fee”: An amount equal to the lesser of (1) 1.0% of each collection of interest and principal (including scheduled payments, prepayments (provided that a repurchase or substitution by a Mortgage Loan Seller of a Mortgage Loan or Trust Subordinate Companion Loan due to a Material Defect or a Material Breach shall not be considered a prepayment for purposes of this definition), Balloon Payments and payments at maturity, but excluding late payment charges, Excess Interest and Default Interest) received on a Specially Serviced Loan that becomes a Corrected Loan for so long as it remains a Corrected Loan, pursuant to Section 3.12(b) of this Agreement and (2) $1,000,000, in the aggregate with respect to any particular Corrected Loan; provided, however, that in the event the Workout Fee collected over the course of such workout calculated at the Workout Fee rate set forth in clause (1) above is less than $25,000, then the Special Servicer will be entitled to an amount from the final payment on the related Corrected Loan (including any related Serviced Companion Loan) that would result in the total Workout Fees payable to the Special Servicer in respect of that Corrected Loan (including any related Serviced Companion Loan) to be $25,000. 

 

Notwithstanding the foregoing, (i) no Workout Fee shall be payable by the Trust with respect to any Corrected Loan if and to the extent that the Corrected Loan became a Specially 


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Serviced Loan under clause (iii) of the definition of “Specially Serviced Loan” (and no other clause of such definition) and no event of default actually occurs, unless the Mortgage Loan or Serviced Companion Loan is modified by the Special Servicer in accordance with the terms of this Agreement; (ii) if a Mortgage Loan or Serviced Companion Loan becomes a Specially Serviced Loan only because of an event described in clause (i) of the definition of “Specially Serviced Loan” and the related collection of principal and interest is received within 3 months following the related Maturity Date as a result of the related Mortgage Loan or Serviced Companion Loan being refinanced or otherwise repaid in full, the Special Servicer shall not be entitled to collect a Workout Fee out of the proceeds received in connection with such workout if such fee would reduce the amount available for distributions to Certificateholders, but the Special Servicer may collect from the related Borrower and retain (x) a workout fee, (y) such other fees as are provided for in the related Loan Documents and (z) other appropriate fees in connection with such workout; and (iii) a Workout Fee shall not be payable in connection with the receipt of the same collections as to which a Liquidation Fee is payable. For the avoidance of doubt, the Mortgage Loan Seller will be required to pay a Workout Fee in connection with a repurchase or substitution to the extent the Special Servicer was entitled to such a fee and such fee was unpaid immediately prior to such repurchase or substitution or was previously paid by the Trust and was not reimbursed by the related Borrower immediately prior to such repurchase or substitution. The Workout Fee with respect to any Corrected Loan will cease to be payable if the Corrected Loan again becomes a Specially Serviced Loan but will become payable again if and when the Mortgage Loan (including a Serviced Companion Loan) again becomes a Corrected Loan. The Workout Fee with respect to any Specially Serviced Loan that becomes a Corrected Loan will be reduced by any Excess Modification Fees paid by or on behalf of the related Borrower with respect to a related Mortgage Loan, REO Mortgage Loan, Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan and received by the Special Servicer as compensation within the prior 18 months, but only to the extent those fees have not previously been deducted from a Workout Fee or Liquidation Fee.

 

“Yield Maintenance Charge”: With respect to any Mortgage Loan or Serviced Companion Loan, the yield maintenance charge set forth in the related Loan Documents; provided that, amounts shall be considered Yield Maintenance Charges pursuant to the allocation set forth under Section 1.02(f) or Section 1.02(g), as applicable.

 

Section
1.02      Certain Calculations. Unless otherwise specified herein, the following provisions shall
apply:

 

(a)        All calculations of interest with respect to the Mortgage Loans and Serviced Companion Loans (other than the Actual/360 Loans) and of Advances in respect thereof provided for herein shall be made on the basis of a 360-day year consisting of twelve 30-day months. All calculations of interest with respect to the Actual/360 Loans and of Advances provided in respect thereof provided for herein shall be made as set forth in the Loan Documents for such Mortgage Loans and, if applicable, Serviced Companion Loans, with respect to the calculation of the related Mortgage Rate. The Servicing Fee, the Certificate Administrator/Trustee Fee, the CREFC® Intellectual Property Royalty License Fee, the Asset Representations Reviewer Fee and the Operating Advisor Fee for each Mortgage Loan or Serviced Whole Loan, as applicable, shall accrue on the same basis as interest accrues on such Mortgage Loan or Serviced Whole Loan, as applicable.


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(b)        Any Mortgage Loan or Serviced Whole Loan payment is deemed to be received on the date such payment is actually received by the Master Servicer or the Certificate Administrator; provided, that for purposes of calculating distributions on the Certificates, Principal Prepayments with respect to any Mortgage Loan or Serviced Whole Loan are deemed to be received on the date they are applied in accordance with Section 3.01(b) of this Agreement to reduce the unpaid principal balance of such Mortgage Loan or Serviced Whole Loan on which interest accrues.

 

(c)        Except as otherwise provided in the related Loan Documents or Co-Lender Agreement, any amounts received in respect of a Mortgage Loan or Serviced Whole Loan as to which a default has occurred and is continuing in excess of Periodic Payments shall be applied to Default Interest and other amounts due on such Mortgage Loan or Serviced Whole Loan prior to the application to late fees.

 

(d)        Allocations of payments between a Mortgage Loan and the related Serviced Companion Loans in a Serviced Whole Loan shall be made in accordance with the related Co-Lender Agreement.

 

(e)        If an expense under this Agreement relates in the reasonable judgment of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Paying Agent, as applicable, primarily to the administration of the Trust Fund, any Trust REMIC or the Grantor Trust or to any determination respecting the amount, payment or avoidance of any tax under the REMIC Provisions or the actual payment of any REMIC tax or expense, or Grantor Trust tax or expense or this Agreement states that any expense is solely “an expense of the Trust Fund” or words of similar import, then such expense shall not be allocated to, deducted or reimbursed from, or otherwise charged against any Serviced Companion Loan Noteholder and such Serviced Companion Loan Noteholder shall not suffer any adverse consequences as a result of the payment of such expense.

 

(f)         All amounts collected by or on behalf of the Trust in respect of any Mortgage Loan (other than a Mortgage Loan that is or is part of an REO Loan) in the form of payments from the related Borrower, Liquidation Proceeds, Condemnation Proceeds or Insurance Proceeds (exclusive, if applicable, in the case of a Mortgage Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion Loan, pursuant to the related Co-Lender Agreement) shall be allocated to amounts due and owing under the related Loan Documents (including for principal and accrued and unpaid interest) in accordance with the express provisions of the related Loan Documents and, with respect to any Mortgage Loan that is part of a Serviced Whole Loan, the related Co-Lender Agreement; provided that, absent such express provisions, all such amounts collected (exclusive, if applicable, in the case of a Mortgage Loan that is part of a Serviced Whole Loan, of any amounts payable to the holder of the related Serviced Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated for purposes of collecting amounts due under such Mortgage Loan, pursuant to this Agreement, in the following order of priority:

 

(i)         first, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to such Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, 


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unreimbursed and unpaid Additional Trust Fund Expenses with respect to such Mortgage Loan;

 

(ii)         second, as a recovery of Nonrecoverable Advances with respect to such Mortgage Loan and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of “Principal Distribution Amount”); 

 

(iii)        third, to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through and including the end of the applicable loan-level interest accrual period in which such collections are received by or on behalf of the Trust, over (B) the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts and (y) Accrued AB Loan Interest (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v) below on earlier dates);

 

(iv)        fourth, to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of principal of such Mortgage Loan then due and owing, including by reason of acceleration of such Mortgage Loan following a default thereunder (or, if such Mortgage Loan has been liquidated, as a recovery of principal to the extent of its entire remaining unpaid principal balance);

 

(v)        fifth, as a recovery of (A) accrued and unpaid interest on such Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for such Mortgage Loan that have occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts and (B) Accrued AB Loan Interest (in each clause (A) and (B), to the extent that collections have not been allocated as recovery of accrued and unpaid interest pursuant to this clause (v) on earlier dates);

 

(vi)        sixth, other than in the case of a Non-Serviced Mortgage Loan, as a recovery of amounts to be currently allocated to the payment of, or escrowed for the future payment of, real estate taxes, assessments and insurance premiums and similar items relating to such Mortgage Loan;

 

(vii)       seventh, other than in the case of a Non-Serviced Mortgage Loan, as a recovery of any other reserves to the extent then required to be held in escrow with respect to such Mortgage Loan;

 

(viii)      eighth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under such Mortgage Loan;


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(ix)        ninth, as a recovery of any late payment charges and Default Interest then due and owing under such Mortgage Loan;

 

(x)        tenth, as a recovery of any Assumption Fees and Modification Fees then due and owing under such Mortgage Loan;

 

(xi)        eleventh, as a recovery of any other amounts then due and owing under such Mortgage Loan other than remaining unpaid principal and other than, if applicable, accrued and unpaid Excess Interest (and, if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees);

 

(xii)       twelfth, as a recovery of any remaining principal of such Mortgage Loan to the extent of its entire remaining unpaid principal balance; and

 

(xiii)      thirteenth, in the case of an ARD Loan after the related Anticipated Repayment Date, as a recovery of any accrued but unpaid Excess Interest;

 

provided that, to the extent required under the REMIC Provisions, payments or proceeds received (or receivable by exercise of the lender’s rights under the related Loan Documents) with respect to any partial release of a Mortgaged Property (including in connection with a condemnation) at a time when the loan-to-value ratio of the related Mortgage Loan or Serviced Whole Loan exceeds 125%, or would exceed 125% following any partial release (based solely on the value of real property and excluding personal property and going concern value, if any) must be collected and allocated to reduce the Stated Principal Balance of the Mortgage Loan or Serviced Whole Loan in the manner permitted by the REMIC Provisions.

 

(g)        Collections by or on behalf of the Trust in respect of any REO Property (exclusive of amounts to be allocated to the payment of the costs of operating, managing, leasing, maintaining and disposing of such REO Property and, if applicable, in the case of an REO Property related to a Serviced Whole Loan, exclusive of any amounts payable to the holder(s) of the related Serviced Companion Loan(s) pursuant to the related Co-Lender Agreement) shall be deemed to be allocated for purposes of collecting amounts due under the related Mortgage Loan, pursuant to this Agreement, in the following order of priority:

 

(i)         first, as a recovery of any unreimbursed Advances (including any Workout-Delayed Reimbursement Amount) with respect to the related Mortgage Loan and unpaid interest at the Reimbursement Rate on such Advances and, if applicable, unreimbursed and unpaid Additional Trust Fund Expenses with respect to the related Mortgage Loan;

 

(ii)         second, as a recovery of Nonrecoverable Advances with respect to the related Mortgage Loan and any interest on those Nonrecoverable Advances at the Reimbursement Rate, to the extent previously paid or reimbursed from principal collections on the Mortgage Loans (as described in the first proviso in the definition of “Principal Distribution Amount”);


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(iii)        third, to the extent not previously so allocated pursuant to clause (i) or (ii) above, as a recovery of accrued and unpaid interest on the related Mortgage Loan (exclusive of Default Interest and Excess Interest) to the extent of the excess of (A) accrued and unpaid interest on such Mortgage Loan at the related Mortgage Rate in effect from time to time through and including the end of the applicable Mortgage Loan interest accrual period in which such collections are received by or on behalf of the Trust, over (B) the sum of (x) the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related Mortgage Loan that have occurred under Section 4.07(d) of this Agreement in connection with Appraisal Reduction Amounts and (y) Accrued AB Loan Interest (to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to clause (v) below or Section 1.02(f)(v) on earlier dates);

 

(iv)        fourth, to the extent not previously allocated pursuant to clause (i) or (ii) above, as a recovery of principal of the related Mortgage Loan to the extent of its entire unpaid principal balance;

 

(v)        fifth, as a recovery of (A) accrued and unpaid interest on the related Mortgage Loan to the extent of the cumulative amount of the reductions (if any) in the amount of related P&I Advances for the related Mortgage Loan that have occurred under Section 4.07(d) of this Agreement in connection with related Appraisal Reduction Amounts and (B) Accrued AB Loan Interest (in each of clause (A) and (B), to the extent that collections have not been allocated as a recovery of accrued and unpaid interest pursuant to this clause (v) or Section 1.02(f)(v) on earlier dates);

 

(vi)        sixth, as a recovery of any Yield Maintenance Charge or Prepayment Premium then due and owing under the related Mortgage Loan;

 

(vii)       seventh, as a recovery of any late payment charges and Default Interest then due and owing under the related Mortgage Loan;

 

(viii)      eighth, as a recovery of any Assumption Fees and Modification Fees then due and owing under the related Mortgage Loan;

 

(ix)        ninth, as a recovery of any other amounts then due and owing under the related Mortgage Loan other than, if applicable, accrued and unpaid Excess Interest (and, if both consent fees and Operating Advisor Consulting Fees are due and owing, first, allocated to consent fees and then, allocated to Operating Advisor Consulting Fees); and

 

(x)        tenth, in the case of an ARD Loan after the related Anticipated Repayment Date, any accrued but unpaid Excess Interest.

 

(h)        The applications of amounts received in respect of any Mortgage Loan (other than a Mortgage Loan that is or is a part of an REO Loan) pursuant to paragraph (f) of this Section 1.02 shall be determined by the Master Servicer in accordance with the Servicing Standard. The applications of amounts received in respect of any REO Property pursuant to paragraph (g) of this Section 1.02 shall be determined by the Special Servicer in accordance with the Servicing Standard.


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(i)         All net present value calculations and determinations made hereunder with respect to the Mortgage Loans or a Mortgaged Property or REO Property (including for purposes of the definition of “Servicing Standard”) shall be made in accordance with the Loan Documents or, if the Loan Documents are silent, using the Calculation Rate.

 

(j)         For purposes of calculations required herein, Excess Interest shall not be added to the outstanding principal balance of the Mortgage Loans notwithstanding that the related loan documents may provide otherwise.

 

Section
1.03      Certain Constructions. (a) For purposes of this Agreement, each Class of Principal Balance
Certificates shall be deemed to be outstanding only to the extent its respective Certificate Balance has not been reduced to zero.
For purposes of this Agreement, the Class S Certificates shall be outstanding so long as any Mortgage Loan that is an ARD Loan
or any related REO Property that is part of the Trust Fund. For purposes of this Agreement, the Class R Certificates shall be
outstanding so long as the Trust Fund has not been terminated pursuant to Section 9.01
of this Agreement or any other Class of Certificates remains outstanding. For purposes of this Agreement, each of the Class X-A,
Class X-B, Class X-D, Class X-F, Class X-G, Class SWX1 and Class SWX2 Certificates shall be deemed to be outstanding until their
respective Notional Amounts have been reduced to zero.

 

(b)        Notwithstanding anything to the contrary contained herein, for purposes of this Agreement, each reference to any action by the Master Servicer or Special Servicer that is subject to the consent or approval of the Directing Holder shall in each case be further subject to the determination by the Master Servicer or Special Servicer that taking or refraining from taking the action as proposed by the Directing Holder, or not taking such action as proposed by the Master Servicer or Special Servicer if the Directing Holder fails to grant its consent or approval to any action proposed to be taken by the Master Servicer or Special Servicer, in each case, is consistent with the Servicing Standard. In each case, (a) if the response by the Directing Holder hereunder is inconsistent with the Servicing Standard, the Master Servicer or the Special Servicer shall take such action as is consistent with the Servicing Standard, and (b) if the Master Servicer or Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholder and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)) and has made a reasonable effort to contact the Directing Holder, it may take such action without waiting for a response from the Directing Holder; provided that the Special Servicer or Master Servicer, as applicable, shall provide the Directing Holder (or the Operating Advisor, if applicable) with prompt written notice following such action including a reasonably detailed explanation of the basis for such action.

 

(c)        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.


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Section 1.04      Certain Matters Relating to the Non-Serviced Mortgage Loans. Each Non-Serviced Master Servicer, Non-Serviced Special Servicer, Non-Serviced Depositor, Non-Serviced Custodian, Non-Serviced Certificate Administrator and Non-Serviced Trustee, and any of their respective directors, officers, employees or agents (collectively, the “Other Indemnified Parties”), shall be indemnified by the Trust and held harmless against the Trust’s pro rata share (subject to the related Co-Lender Agreement) of any and all claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments and any other costs, liabilities, fees and expenses incurred in connection with servicing and administration of or any actual or threatened legal action or claim relating to the related Non-Serviced Mortgage Loan under the related Non-Serviced PSA, this Agreement or the related Co-Lender Agreement (but excluding any such losses allocable to the related Companion Loans); provided that such indemnification will not extend to any losses, liabilities, costs or expenses: (i) specifically required to be borne by such party, without right of reimbursement, pursuant to the terms of the related Non-Serviced PSA; (ii) incurred in connection with any legal action or claim against such party resulting from any breach of a representation or warranty made by such person under any related Non-Serviced PSA or (iii) incurred in connection with any legal action or claim against such party resulting from any willful misfeasance, bad faith or negligence in the performance of such Person’s obligations and duties under any related Non-Serviced PSA or the related Co-Lender Agreement or resulting from negligent disregard of such obligations and duties.

 

In connection with the securitization of any Serviced Companion Loan while it is a Serviced Companion Loan, upon the request of (and at the expense of) the related Companion Loan Noteholders, each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, shall use reasonable efforts to cooperate with such Companion Loan Noteholders in attempting to cause the related Borrower to provide information relating to the related Serviced Whole Loan and the related notes, and that such holders reasonably determine to be necessary or appropriate, for inclusion in any disclosure document(s) relating to such Other Securitization.

 

On each Servicing Shift Securitization Date (i) the Custodian shall, upon receipt of a Request for Release transfer the related Mortgage File (other than the note(s) evidencing the related Servicing Shift Mortgage Loan, the original of which shall be retained by the Custodian) for the related Servicing Shift Whole Loan to the related Non-Serviced Trustee under the related Non-Serviced PSA and retain a copy of such Mortgage File and (ii) the Master Servicer shall, upon receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File for the related Servicing Shift Whole Loan, and any Escrow Payments, reserve funds and the original of the items specified in clause (xv) of the definition of “Mortgage File” for the related Servicing Shift Whole Loan, to the related Other Servicer on the related Servicing Shift Securitization Date.

 

Upon receipt of notice from the applicable Mortgage Loan Seller that the applicable Servicing Shift Lead Note has been or is being securitized on the related Servicing Shift Securitization Date, the Master Servicer shall provide the Custodian with a Request for Release of the Mortgage File on the related Servicing Shift Securitization Date and transfer (and cooperate with reasonable requests in connection with such transfer of) the Servicing File to the related Other 


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Servicer identified to it pursuant to the related notice from the related Mortgage Loan Seller on the related Servicing Shift Securitization Date.

 

ARTICLE
II

 

CONVEYANCE OF MORTGAGE LOANS AND TRUST SUBORDINATE COMPANION LOAN; 
ORIGINAL ISSUANCE OF CERTIFICATES


 


Section 2.01      Conveyance of Mortgage Loans and Trust Subordinate Companion Loan; Assignment of Mortgage Loan Purchase Agreements. (a) The Depositor, concurrently with the execution and delivery hereof on the Closing Date, does hereby establish a trust designated as “CF 2019-CF2 Mortgage Trust,” appoint the Trustee as trustee of the Trust Fund and sell, transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent herein provided) in trust for the benefit of the Certificateholders all the right, title and interest of the Depositor, including any security interest therein (whether in real or personal property and whether tangible or intangible) in favor of the Depositor, in, to and under (i) the Mortgage Loans and the Trust Subordinate Companion Loan, including all rights to payment in respect thereof, except as set forth below, and (ii) all Reserve Accounts, Lock-Box Accounts, Cash Collateral Accounts and all other assets to the extent included or to be included in the Trust Fund for the benefit of the Certificateholders. Such transfer and assignment includes all interest and principal received or receivable on or with respect to the Mortgage Loans and the Trust Subordinate Companion Loan (other than payments of principal, interest and other amounts due and payable on the Mortgage Loans and the Trust Subordinate Companion Loan on or before the Cut Off Date and excluding any Retained Defeasance Rights and Obligations with respect to the Mortgage Loans and the Trust Subordinate Companion Loan) and, in the case of a Mortgage Loan included in a Whole Loan and the Trust Subordinate Companion Loan, is subject to the related Co-Lender Agreement. Such transfer and assignment of any Non-Serviced Mortgage Loan and the right to service any Non-Serviced Mortgage Loan is further subject to the terms and conditions of the applicable Non-Serviced PSA and the related Co-Lender Agreement. The Depositor, concurrently with the execution and delivery hereof, does also hereby transfer, assign, set over and otherwise convey to the Trustee without recourse (except to the extent provided herein), for the benefit of the Certificateholders and the Serviced Companion Loan Noteholders, all the right, title and interest of the Depositor in, to and under Sections 2, 3, 4 (other than Section 4(b)(ix)), 5, 6 (other than Sections 6(e), 6(f) and 6(g)) and, to the extent related to the foregoing, 10, 12, 13, 15, 16, 17, 18, 19 and 20 of each Mortgage Loan Purchase Agreement (excluding the Depositor’s rights and remedies under the Indemnification Agreements). The Depositor shall cause the Reserve Accounts, Cash Collateral Accounts and Lock-Box Accounts relating to the Mortgage Loans and the Trust Subordinate Companion Loan to be transferred to and held in the name of the Master Servicer on behalf of the Trustee as successor to the Mortgage Loan Sellers. The Trustee shall hold in trust for the sole benefit of the Holders of the Class SWRR Certificates, the Stanwix Excess Liquidation Proceeds Option described in Section 3.16(m) hereof.

 

With respect to any Mortgage Loan that is subject to a Co-Lender Agreement and the Trust Subordinate Companion Loan, the parties hereto intend that the provisions of this Section 2.01(a) serve as an assignment and assumption agreement between the Depositor, as the assignor, and the Trustee on behalf of the Trust, as the assignee. Accordingly, the Depositor hereby 


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(and in accordance with and subject to all other applicable provisions of this Agreement) assigns, grants, sells, transfers, delivers, sets over, and conveys to the Trustee all right, title and interest of the Depositor in, to and arising out of the related Co-Lender Agreement and the Trustee on behalf of the Trust hereby accepts (subject to applicable provisions of this Agreement) the foregoing assignment and assumes all of the rights and obligations of the Depositor with respect to related Co-Lender Agreement from and after the Closing Date. In addition, the Trustee acknowledges that any such Mortgage Loan, other than a Non-Serviced Mortgage Loan, and the Trust Subordinate Companion Loan shall be serviced pursuant to the terms of this Agreement.

 

(b)        In connection with the Depositor’s assignment pursuant to subsection (a) above, the Depositor shall direct, and hereby represents and warrants that it has directed, each of the Mortgage Loan Sellers pursuant to the applicable Mortgage Loan Purchase Agreement to deliver to and deposit with, or cause to be delivered to and deposited with, (i) the Custodian, on or before the Closing Date, the documents and/or instruments referred to in clauses (i), (ii), (viii) (subject to the third paragraph of this Section 2.01(b)), (xv) and (xvi) of the definition of “Mortgage File” for each Mortgage Loan so assigned and, except as otherwise provided in Section 2.01(c), within 45 days following the Closing Date, the remaining applicable documents referred to in the definition of “Mortgage File” for each such Mortgage Loan or Serviced Companion Loan, in each case, with copies to the Master Servicer and (ii) the Master Servicer, on or before the Closing Date, all documents and records that are part of each applicable Servicing File. If the applicable Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original Mortgage Note, such Mortgage Loan Seller shall deliver a copy or duplicate original of such Mortgage Note, together with an affidavit certifying that the original thereof has been lost or destroyed and an indemnification in favor of the Certificate Administrator, the Trustee and the Custodian.

 

With respect to Serviced Whole Loans, except for the Mortgage Note referred to in clause (i)(B) of the definition of “Mortgage File,” only a single original set of the documents and/or instruments specified in the definition of “Mortgage File” is required to be delivered. With respect to a Non-Serviced Mortgage Loan, the preceding document delivery requirements will be met by the delivery by the applicable Mortgage Loan Seller to the Custodian of copies of the documents and/or instruments specified in the definition of “Mortgage File” (other than the Mortgage Note and intervening endorsements evidencing a Non-Serviced Mortgage Loan, with respect to which the originals shall be required), including a copy of the Mortgage securing the applicable Non-Serviced Mortgage Loan and copies of the companion notes and any assignments or other transfer documents referred to in clause (i)(B) of the definition of “Mortgage File” as being in favor of the Trustee shall instead be in favor of the applicable Non-Serviced Trustee; unless Citibank, N.A. is also the Custodian on the applicable Non-Serviced Securitization, in which case only the original note, along and intercreditor agreement shall be delivered; provided that with respect to such Non-Serviced Mortgage Loan, if Citibank, N.A. ceases to be Custodian with respect to such Non-Serviced Mortgage Loan, it shall, upon receipt of a request for release, provide the original note, along and intercreditor agreement and copies of all other Loan Documents specified above to the successor Custodian.

 

If a Mortgage Loan Seller cannot deliver, or cause to be delivered, as to any Mortgage Loan, the original or a copy of the related lender’s title insurance policy referred to in clause (viii) of the definition of “Mortgage File” solely because such policy has not yet been 


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issued, the delivery requirements of this Section 2.01 will be deemed to be satisfied as to such missing item, and such missing item will be deemed to have been included in the related Mortgage File by delivery to the Custodian of a binder marked as binding and countersigned by the title insurer or its authorized agent (which may be a pro forma or specimen title insurance policy which has been accepted or approved as binding in writing by the related title insurance company) or an acknowledged closing instruction or escrow letter, and the Mortgage Loan Seller will be required to deliver to the Custodian, promptly following the receipt thereof, the original related lender’s title insurance policy (or a copy thereof). Copies of recorded or filed Assignments of Mortgage, Reassignments of Assignment of Leases, Rents and Profits and UCC assignments of financing statements shall be held by the Custodian.

 

Subject to the second preceding paragraph, all original documents relating to the Mortgage Loans and the Trust Subordinate Companion Loan that are not delivered to the Custodian are and shall be held by the Depositor or the Master Servicer (or a sub-servicer on its behalf), as the case may be, in trust for the benefit of the Certificateholders and, insofar as they also relate to the Serviced Companion Loans, on behalf of and for the benefit of the related Serviced Companion Loan Noteholders. In the event that any such original document, or in the case of a Serviced Companion Loan, the original Mortgage Note, is required pursuant to the terms of this Section 2.01 to be a part of a Mortgage File in order to effectuate the purposes of this Agreement, such document shall be delivered promptly to the Custodian.

 

Notwithstanding anything to the contrary contained in this Agreement, if there exists with respect to any group of related cross-collateralized Mortgage Loans only one original of any document referred to in the definition of “Mortgage File” covering all of the Mortgage Loans in such group, then the inclusion of the original of such document in the Mortgage File for any Mortgage Loan in such group shall be deemed an inclusion of such original in the Mortgage File for each such Mortgage Loan.

 

After the Depositor’s transfer of the Mortgage Loans and the Trust Subordinate Companion Loan to the Trustee pursuant to this Section 2.01(b), the Depositor shall not take any action inconsistent with the Trust’s ownership of the Mortgage Loans.

 

(c)        The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement that, within 45 days after the Closing Date or, without limiting the requirement of the second paragraph of this Section 2.01(c), after such later date on which such Mortgage Loan Seller has received all missing filing/recording information, such Mortgage Loan Seller will, or will at the expense of such Mortgage Loan Seller retain a third party vendor to, except in the case of any Mortgage Loan that is a Non-Serviced Mortgage Loan and subject to the second succeeding paragraph with respect to any Mortgage Loan that is a Servicing Shift Mortgage Loan, (1) complete (to the extent necessary) and submit for recording in favor of the Trustee in the following form: “Citibank, N.A., as Trustee, for the benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2” (and, with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) in the appropriate public recording office (a) each Assignment of Mortgage referred to in clause (iii) of the definition of “Mortgage File” which has not yet been submitted for recording and (b) each Reassignment of Assignment of Leases, Rents and Profits referred to in clause (v) of the definition of “Mortgage File” (if not otherwise included 


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in the related Assignment of Mortgage) which has not yet been submitted for recordation; and (2) complete (to the extent necessary) and file in the appropriate public filing office each UCC assignment of financing statement in favor of the Trustee referred to in clauses (x) and (xx) of the definition of “Mortgage File” which has not yet been submitted for filing or recording. Each such document referred to in clause (1) of the prior sentence shall reflect that the recorded original should be returned by the public recording office to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following recording, and each such document referred to in clause (2) of the prior sentence shall reflect that the file copy thereof should be returned to the Custodian or its designee (or to the Mortgage Loan Seller or its designee as an alternative) following filing; provided that in those instances where the public recording office retains the original Assignment of Mortgage or Reassignment of Assignment of Leases, Rents and Profits, the Custodian shall use commercially reasonable efforts to obtain therefrom a certified copy of the recorded original, at the expense of the Depositor. In the event that any such document or instrument in respect of any Mortgage Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the related Mortgage Loan Seller shall promptly prepare or cause the preparation of a substitute thereof or cure or cause the curing of such defect, as the case may be, and shall thereafter deliver the substitute or corrected document to or at the direction of the Custodian or such other third party vendor as retained by the Mortgage Loan Seller for recording or filing, as appropriate, at such Mortgage Loan Seller’s expense (as set forth in the related Mortgage Loan Purchase Agreement). If the Custodian has received written notice that any such document or instrument in respect of any Mortgage Loan or the Trust Subordinate Companion Loan is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Custodian shall promptly forward the same to the applicable Mortgage Loan Seller. In the event that any Mortgage Loan Seller receives the original recorded or filed copy, each Mortgage Loan Seller will, promptly upon receipt of the original recorded or filed copy (and in no event later than five Business Days following such receipt) deliver such original or filed copy to the Custodian, with evidence of filing or recording thereon. Notwithstanding anything to the contrary contained in this Section 2.01, in those instances where the public recording office retains the original Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable, after any has been recorded, the obligations of the related Mortgage Loan Seller under the applicable Mortgage Loan Purchase Agreement shall be deemed to have been satisfied upon delivery to the Custodian of a copy of the recorded original of such Mortgage, Assignment of Mortgage, Assignment of Leases, Rents and Profits or Reassignment of Assignment of Leases, Rents and Profits, if applicable.

 

The Depositor hereby represents and warrants that each Mortgage Loan Seller has covenanted in the related Mortgage Loan Purchase Agreement that if it cannot deliver, or cause to be delivered, as to any Mortgage Loan and the Trust Subordinate Companion Loan, the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iv), (vii) (if recorded) and (xiv) (if recorded) of the definition of “Mortgage File” and the UCC financing statements and UCC assignments of financing statements referred to in clauses (ix) and (xx) of the definition of “Mortgage File”, with evidence of recording or filing thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, or because such original recorded or filed document has been lost or returned from the recording or filing office and subsequently lost, as the case may be, the delivery requirements of Section 2.01 shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File,


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 provided that a copy of such document or instrument (without evidence of recording or filing thereon, but certified (which certificate may relate to multiple documents and/or instruments) by the applicable public recording or filing office, the applicable title insurance company or the related Mortgage Loan Seller to be a true and complete copy of the original thereof submitted for recording or filing, as the case may be) has been delivered to the Custodian within 60 days after the Closing Date, and either the original of such missing document or instrument, or a copy thereof, with evidence of recording or filing, as the case may be, thereon, is delivered to the Custodian within 180 days after the Closing Date (or within such longer period after the Closing Date as the Custodian may consent to, which consent shall not be unreasonably withheld, conditioned or delayed, so long as the related Mortgage Loan Seller has provided the Custodian with evidence of such recording or filing, as the case may be, or has certified to the Custodian as to the occurrence of such recording or filing, as the case may be, and is, as certified to the Custodian no less often than quarterly, in good faith attempting to obtain from the appropriate public recording or filing office such original or copy, provided such extensions do not exceed 24 months in the aggregate).

 

Notwithstanding anything to the contrary contained in this Section 2.01 or in Section 2.03, in connection with a Servicing Shift Whole Loan (1) instruments of assignment to the Trustee may be in blank and need not be recorded pursuant to this Agreement (other than the endorsements to the Mortgage Note(s) evidencing the related Servicing Shift Mortgage Loan) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such instruments shall be assigned and recorded in accordance with the related Non-Serviced PSA, (ii) 180 days following the Closing Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing Shift Securitization Date, in which case assignments and recordations shall be effected in accordance with this Section 2.01 until the occurrence, if any, of such Servicing Shift Securitization Date, (2) no letter of credit need be amended (including, without limitation, to change the beneficiary thereon) until the earlier of (i) the related Servicing Shift Securitization Date, in which case such amendment shall be in accordance with the related Non-Serviced PSA, (ii) 180 days following the Closing Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (iii) such Servicing Shift Whole Loan becoming a Specially Serviced Loan prior to such Servicing Shift Securitization Date in which case such amendment shall be effected in accordance with the terms of this Section 2.01, and (3) on and following such Servicing Shift Securitization Date, the Person selling the related Servicing Shift Lead Note to the related Non-Serviced Depositor, at its own expense, shall be (a) entitled to direct in writing, which may be conclusively relied upon by the Custodian, the Custodian to deliver the originals of all the Loan Documents relating to such Servicing Shift Whole Loan in its possession (other than the original Mortgage Note(s) evidencing such Servicing Shift Mortgage Loan) to the related Non-Serviced Trustee or the related Non-Serviced Custodian, (b) if the right under clause (a) is exercised, required to cause the retention by or delivery to the Custodian of photocopies of Loan Documents related to such Servicing Shift Whole Loan so delivered to such Non-Serviced Trustee or such Non-Serviced Custodian, (c) entitled to cause the completion (or, in the event of a recordation as contemplated by clause (1)(ii) of this paragraph, the preparation, execution and delivery) and recordation of instruments of assignment in the name of the related Non-Serviced Trustee or related Non-Serviced Custodian (and, to the extent any instruments of assignment that are part of the Mortgage File with respect to such Servicing Shift Whole Loan have been recorded or filed pursuant to this Agreement prior to the related Servicing Shift Date, 


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to require the Trustee to execute and deliver assignments to the related Non-Serviced Trustee), (d) if the right under clause (c) is exercised, required to deliver to the Trustee or Custodian photocopies of any instruments of assignment so completed and recorded, and (e) entitled to require the Master Servicer to transfer, and to cooperate with all reasonable requests in connection with the transfer of, the Servicing File, and any Escrow Payments, reserve funds and the item specified in clause (xv) of the definition of “Mortgage File” for such Servicing Shift Whole Loan to the related Non-Serviced Master Servicer.

 

(d)        Notwithstanding anything herein to the contrary, with respect to the documents referred to in clause (xv) of the definition of “Mortgage File”, the Master Servicer shall hold (or the applicable Non-Serviced Master Servicer with respect to any Non-Serviced Mortgage Loan will hold) the original of each such document in trust on behalf of the Trust (or the applicable Non-Serviced Securitization Trust with respect to any Non-Serviced Mortgage Loan) in order to draw on such letter of credit on behalf of the Trust (or the applicable Non-Serviced Securitization Trust with respect to any Non-Serviced Mortgage Loan) and the applicable Mortgage Loan Seller shall be deemed to have satisfied the delivery requirements of the related Mortgage Loan Purchase Agreement and this Section 2.01 of this Agreement by delivering the original of each such document to the Master Servicer (or the applicable Non-Serviced Master Servicer with respect to any Non-Serviced Mortgage Loan) who shall forward a copy of the applicable document to the Custodian (or the applicable Non-Serviced Custodian with respect to any Non-Serviced Mortgage Loan). The applicable Mortgage Loan Seller shall pay any costs of assignment or amendment of such letter of credit (which amendment shall change the beneficiary of the letter of credit to the Trust (or the applicable Non-Serviced Securitization Trust with respect to any Non-Serviced Mortgage Loan) in care of the Master Servicer (or the applicable Non-Serviced Master Servicer with respect to any Non-Serviced Mortgage Loan)) required in order for the Master Servicer (or the applicable Non-Serviced Master Servicer with respect to any Non-Serviced Mortgage Loan) to draw on such letter of credit on behalf of the Trust (or the applicable Non-Serviced Securitization Trust with respect to any Non-Serviced Mortgage Loan). In the event that the assignment or amendment documents specified in clause (xv) of the definition of “Mortgage File” are missing with respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loans) or the Trust Subordinate Companion Loan because the related assignment or amendment documents have not been completed, the applicable Mortgage Loan Seller shall take all necessary steps to enable the Master Servicer to draw on the related letter of credit on behalf of the Trust including, if necessary, drawing on the letter of credit in its own name pursuant to written instructions from the Master Servicer and immediately remitting such funds (or causing such funds to be remitted) to the Master Servicer.

 

(e)        With respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) secured by the Mortgaged Properties identified as Loan No. 8.01 (Hampton Inn Bartonsville), Loan No. 8.02 (Homewood Suites Leesburg), Loan No. 8.03 (Hampton Inn Leesburg), Loan No. 8.04 (Hampton Inn Faxon), Loan No. 8.05 (Homewood Suites Ocala), Loan No. 8.06 (Hampton Inn Williamsport), Loan No. 8.07 (Hampton Inn Bermuda Run), Loan No. 37 (Comfort Suites Phoenix Airport), Loan No. 20.01 (WoodSpring Suites Columbus), Loan No. 20.02 (WoodSpring Suites Fairfield), Loan No. 20.03 (WoodSpring Suites Easton) and Loan No. 20.04 (WoodSpring Suites Fort Wayne) on the Mortgage Loan Schedule, which are each subject to a franchise agreement with a related comfort letter in favor of the respective Mortgage Loan Seller that requires notice to or request of the related franchisor to transfer or assign any related 


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comfort letter to the Trust or otherwise deliver a new comfort letter (or any new document or acknowledgement as may be contemplated under the existing comfort letter) issued in the name of the Trust, the related Mortgage Loan Seller or its designee will be required to provide any such required notice or make any such required request to the related franchisor, with a copy of such notice or request to the Master Servicer, or take any such required action within 45 days of the Closing Date (or any shorter period if required by the applicable comfort letter), notify the related franchisor that such Mortgage Loan has been transferred to the Trust and request a replacement comfort letter (or any such new document or acknowledgement as may be contemplated under the existing comfort letter), and the Master Servicer shall use reasonable efforts in accordance with the Servicing Standard to acquire such replacement comfort letter, if necessary (or to acquire any such new document or acknowledgement as may be contemplated under the existing comfort letter) and the Master Servicer shall, as soon as reasonably practicable following receipt thereof, deliver the original of such replacement comfort letter, new document or acknowledgement, as applicable, to the Custodian for inclusion in the Mortgage File.

 

(f)         Each Mortgage Loan Purchase Agreement shall provide that within 60 days of the Closing Date, each Mortgage Loan Seller shall deliver or cause to be delivered an electronic copy of the Diligence Files for each of its Mortgage Loans and the Trust Subordinate Companion Loan to the Depositor by uploading such Diligence Files to the Intralinks Site. Within 60 days after the Closing Date, the applicable Mortgage Loan Seller shall provide to the Depositor (with a copy to the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Directing Holder, the Asset Representations Reviewer and the Operating Advisor) an officer’s certificate signed by the applicable Mortgage Loan Seller certifying that the electronic copy of the Diligence File uploaded to the Intralinks Site contains all documents and information required under the definition of “Diligence File” (the “Diligence File Certification”).

 

(g)        Within five (5) Business Days of the Closing Date, the Depositor shall deliver the Initial Schedule AL File and the Initial Schedule AL Additional File in XML format and the Annex A to the Prospectus to the Master Servicer.

 

Section 2.02      Cooperation with the Mortgage Loan Sellers with Respect to Rights Under Loan Agreements.

 

It is expressly agreed and understood that, notwithstanding the assignment of the Loan Documents, it is intended that the Mortgage Loan Sellers receive the benefit of the provisions of any section of any Loan Agreement or securitization cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization of the Mortgage Loans or the Trust Subordinate Companion Loan. Therefore, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and Trustee hereby agree to cooperate with the Mortgage Loan Sellers with respect to the benefits of the provisions of any section of any Loan Agreement or securitization cooperation agreement related to indemnification of the lender and/or its Affiliates with respect to any securitization of the Mortgage Loans with respect to securitization indemnification, including, without limitation, reassignment to the Mortgage Loan Sellers of such sections, but no other portion of the related Loan Documents, to permit the Mortgage Loan Sellers and their Affiliates to enforce such provisions for their benefit. To the extent that the Trustee is


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 required to execute any document facilitating an assignment under this Section 2.02, such document shall be in form and substance reasonably acceptable to the Trustee.

 

Section 2.03      Acceptance by Custodian and the Trustee. By its execution and delivery of this Agreement, the Trustee acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loan in good faith without notice of adverse claims and declares that the Custodian holds and will hold such documents and all others delivered to it constituting the Mortgage File (to the extent the documents constituting the Mortgage File are actually delivered to the Custodian) for any Mortgage Loan and the Trust Subordinate Companion Loan assigned to the Trustee hereunder in trust, upon the conditions herein set forth, for the use and benefit of all present and future Certificateholders and Serviced Companion Loan Noteholders.

 

The Custodian hereby certifies to each of the Directing Holder, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor and each Mortgage Loan Seller that except as identified in the Custodian’s closing date certification, which shall be delivered no later than two Business Days after the Closing Date substantially in the form attached as Exhibit N-1 to this Agreement, (i) each Mortgage Note (or copy thereof, with respect to any Serviced Companion Loan) is in its possession and has been reviewed by the Custodian and (A) appears regular on its face (handwritten additions, changes or corrections shall not constitute irregularities if initialed by the Borrower), (B) appears to have been executed (where appropriate) and (C) purports to relate to such Mortgage Loan or the Trust Subordinate Companion Loan and (ii) each of the documents specified in clause (ii), clause (viii), clause (xv) and clause (xvi) of the definition of “Mortgage File” have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans and the Trust Subordinate Companion Loan identified in the Mortgage Loan Schedule. If the Custodian does not send a closing date certification on the Closing Date, it shall send an email confirmation to the Trustee that it has received all of the Mortgage Notes (or copies or lost note affidavits as permitted), subject to any exceptions noted therein, on the Closing Date.

 

On or about the 60th day following the Closing Date (and, if any exceptions are noted, again on or about the 90th day following the Closing Date and monthly thereafter until the earliest of (i) the second anniversary of the Closing Date, (ii) the day on which all material exceptions have been removed and (iii) the day on which the applicable Mortgage Loan Seller has repurchased or substituted for the last affected Mortgage Loan or Trust Subordinate Companion Loan), the Custodian shall review each Mortgage File and shall certify to each of the Controlling Class Representative, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller in the form attached as Exhibit N-2 to this Agreement that all documents (other than documents referred to in clause (xv) of the definition of “Mortgage File,” which shall be delivered to the Master Servicer, and the documents referred to in clauses (iii) and (v) of the definition of “Mortgage File” and the assignments of financing statements referred to in clauses (x) and (xx) of the definition of “Mortgage File,” which shall be delivered for filing or recording by the related Mortgage Loan Seller as provided herein) referred to the definition of “Mortgage File” (in the case of the documents referred to in clauses (iv), (v), (vii), (xiv), (xv), (xvii) and (xix) of the definition of “Mortgage File,” as identified to it in writing by the related 


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Mortgage Loan Seller) and any original recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans identified in the Mortgage Loan Schedule. In so doing, the Custodian may rely on the purported due execution and genuineness of any such document and on the purported genuineness of any signature thereon. Notwithstanding the foregoing, with respect to any Non-Serviced Mortgage Loan, the Custodian shall only be required to certify to each of the Controlling Class Representative, the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and each Mortgage Loan Seller that the document set forth in clause (i)(A) of the definition of “Mortgage File” has been received.

 

If at the conclusion of such review any document or documents constituting a part of a Mortgage File have not been executed or received, have not been recorded or filed (if required), are unrelated to the Mortgage Loans or Trust Subordinate Companion Loan identified in the Mortgage Loan Schedule, appear not to be what they purport to be or have been torn in any materially adverse manner or mutilated or otherwise defaced, the Custodian shall promptly so notify (in the form attached as Exhibit M to this Agreement) the Trustee, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and the related Mortgage Loan Seller by providing a written report, setting forth for each affected Mortgage Loan, with particularity, the nature of the defective or missing document. The Depositor shall or shall cause the related Mortgage Loan Seller to deliver to the Custodian an executed, recorded or undamaged document, as applicable, or, if the failure to deliver such document in such form constitutes a Material Defect, the Depositor shall cause the related Mortgage Loan Seller to cure, repurchase or substitute for the related Mortgage Loan in the manner provided in Section 2.04 of this Agreement. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian or the Trustee shall be responsible for any loss, cost, damage or expense to the Trust Fund resulting from any failure to receive any document constituting a portion of a Mortgage File noted on such a report or for any failure by the Depositor to use its best efforts to deliver any such document.

 

Contemporaneously with its execution of this Agreement, the Depositor shall cause each Mortgage Loan Seller to deliver a power of attorney substantially in the form of Exhibit C to the applicable Mortgage Loan Purchase Agreement to the Master Servicer and Special Servicer, that permits such parties to take such other action as is necessary to effect the delivery, assignment and/or recordation of any documents and/or instruments relating to any Mortgage Loan or the Trust Subordinate Companion Loan which have not been delivered, assigned or recorded at the time required for enforcement by the Trust Fund. Pursuant to the related Mortgage Loan Purchase Agreement, each of the Mortgage Loan Sellers will be required to effect (at the expense of the applicable Mortgage Loan Seller) the assignment and recordation of its respective Loan Documents until the assignment and recordation of all such Loan Documents has been completed.

 

In reviewing any Mortgage File pursuant to the third preceding paragraph or Section 2.01 of this Agreement, the Master Servicer shall have no responsibility to cause the Custodian or Trustee to, and the Custodian or Trustee will have no responsibility to, examine any 


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opinions or determine whether any document is legal, valid, binding, sufficient, duly authorized or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.

 

The Custodian shall hold that portion of the Trust Fund delivered to the Custodian consisting of “instruments” (as such term is defined in Section 9-102 of the Uniform Commercial Code as in effect in Minnesota on the date hereof) in Minnesota and, except as otherwise specifically provided in this Agreement, shall not remove such instruments from Minnesota unless it receives an Opinion of Counsel (obtained and delivered at the expense of the Person requesting the removal of such instruments from Minnesota) that if the transfer of the Mortgage Loans or the Trust Subordinate Companion Loan to the Trustee is deemed not to be a sale, after such removal, the Trustee will possess a first priority perfected security interest in such instruments.

 

Section 2.04      Representations, Warranties and Covenants of the Depositor; Repurchase and Substitution of Mortgage Loans. (a) The Depositor hereby represents and warrants that:

 

(i)         The Depositor is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware;

 

(ii)         The Depositor has taken all necessary action to authorize the execution, delivery and performance of this Agreement by it, and has the power and authority to execute, deliver and perform this Agreement and all the transactions contemplated hereby, including, but not limited to, the power and authority to sell, assign and transfer the Mortgage Loans and the Trust Subordinate Companion Loan in accordance with this Agreement;

 

(iii)        This Agreement has been duly and validly executed and delivered by the Depositor and assuming the due authorization, execution and delivery of this Agreement by each other party hereto, this Agreement and all of the obligations of the Depositor hereunder are the legal, valid and binding obligations of the Depositor, enforceable in accordance with the terms of this Agreement, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, liquidation, receivership, moratorium or other laws relating to or affecting creditors’ rights generally, or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law);

 

(iv)        The execution and delivery of this Agreement and the performance of its obligations hereunder by the Depositor will not conflict with any provision of its partnership agreement or Certificate of Limited Partnership, or any law or regulation to which the Depositor is subject, or conflict with, result in a breach of or constitute a default under (or an event which with notice or lapse of time or both would constitute a default under) any of the terms, conditions or provisions of any agreement or instrument to which


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 the Depositor is a party or by which it is bound, or any law, order or decree applicable to the Depositor, or result in the creation or imposition of any lien on any of the Depositor’s assets or property, which would materially and adversely affect the ability of the Depositor to carry out the transactions contemplated by this Agreement;

 

(v)        The limited partnership agreement of the Depositor provides that the Depositor is permitted to engage in only the following activities:

 

(A)        to acquire, own, hold, sell, originate, transfer, convey, safekeep, dispose of, assign, issue, pledge, borrow money against, finance, refinance, administer and otherwise deal with the Mortgage Assets. (a) commercial real estate loans and other related assets, (b) mortgage-backed securities, mortgage participation certificates, or any other certificate or security, and the beneficial ownership interest evidenced by such certificate or security, backed by or evidencing an interest in a pool of single family or multifamily commercial or residential mortgage loans; (c) mortgage loans secured by mortgages, deeds of trust or similar first or junior liens on single family or multifamily residential properties, commercial properties or real estate projects under construction, whether or not guaranteed or insured, in whole or in part, by any governmental agency; and (d) related insurance policies, cash, marketable securities and any other assets designed to assure the servicing or timely distribution of proceeds of such mortgage loans and any proceeds or further rights associated with any of the foregoing (collectively, the “Mortgage Assets”);

 

(B)        to establish one or more trusts (each, a “Trust”) to engage in any one or more of the activities described in this Subsection, each of which Trusts will deliver to the Depositor (or its designee) (“Trust Certificates”) representing the ownership interest in the assets of such Trust, and to acquire, own, hold, sell, transfer, assign, pledge, finance, and otherwise deal with any or all of the Trust Certificates in any Trust that it establishes;

 

(C)        to issue, acquire, own, and hold one or more series of debt obligations (“Bonds”), each issued pursuant to an indenture (“Indenture”) and collateralized by Mortgage Assets (provided that, unless such Bonds are non-recourse obligations payable solely from the Mortgage Assets pledged to secure such Bonds, the Bonds of any series other than the initial series issued by the Depositor or any Trust established by the Depositor have been rated in the same or a higher rating category by the nationally recognized statistical rating agency or agencies that rated the initial series of Bonds issued by the Depositor or such Trust)

 

(D)        to issue, acquire, assume, own, hold, sell, transfer, assign, pledge and finance indebtedness that (i) is subordinated to the Bonds; (ii) is nonrecourse to the Depositor other than to cash flow on the Mortgage Assets securing a series of Bonds issued by the Depositor in excess of amounts necessary to pay bondholders of such series; and (iii) does not constitute a claim against the Depositor to the extent that funds are insufficient to pay such indebtedness; and


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(E)        to engage in any other lawful act or activity and to exercise any other powers permitted to limited partnerships organized under the laws of the State of Delaware that are related or incidental to the foregoing and necessary, convenient or advisable to accomplish the foregoing.

 

Capitalized terms defined in this clause (v) shall apply only to such clause;

 

(vi)        There is no action, suit, proceeding or investigation pending or threatened against the Depositor in any court or by or before any other governmental agency or instrumentality which would materially and adversely affect the ability of the Depositor to carry out its obligations under this Agreement;

 

(vii)       No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Depositor of or compliance by the Depositor with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date; and

 

(viii)      The Trustee, if not the owner of the related Mortgage Loan or Trust Subordinate Companion Loan, will have a valid and perfected security interest of first priority in each of the Mortgage Loans and any proceeds thereof and the Trust Subordinate Companion Loan and any proceeds thereof.

 

(b)        The Depositor hereby represents and warrants with respect to each Mortgage Loan and the Trust Subordinate Companion Loan that:

 

(i)         Immediately prior to the transfer and assignment to the Trustee by the Depositor, the Mortgage Note and the Mortgage were not subject to an assignment or pledge, and the Depositor had good title to, and was the sole owner of, the Mortgage Loan and Trust Subordinate Companion Loan and had full right to transfer and sell the Mortgage Loan and Trust Subordinate Companion Loan to the Trustee free and clear of any encumbrance, equity, lien, pledge, charge, claim or security interest; provided, that, in the case of a Non-Serviced Mortgage Loan, the related Mortgage has been (or will be) assigned to the Non-Serviced Trustee under the Non-Serviced PSA for the benefit of the holders of securities issued in connection with the related securitization created under such Non-Serviced PSA;

 

(ii)         The Depositor is transferring such Mortgage Loan and the Trust Subordinate Companion Loan free and clear of any and all liens, pledges, charges or security interests of any nature encumbering such Mortgage Loan or the Trust Subordinate Companion Loan;

 

(iii)        The related Assignment of Mortgage constitutes the legal, valid and binding assignment of such Mortgage from the Depositor to the Trustee, and any related Reassignment of Assignment of Leases, Rents and Profits constitutes the legal, valid and binding assignment from the Depositor to the Trustee; and


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(iv)        No claims have been made by the Depositor under the lender’s title insurance policy, and the Depositor has not done anything which would impair the coverage of such lender’s title insurance policy.

 

(c)        It is understood and agreed that the representations and warranties set forth in this Section 2.04(c) shall survive delivery of the respective Mortgage Files to the Custodian until the termination of this Agreement, and shall inure to the benefit of the Certificateholders, any Serviced Companion Loan Noteholders, Certificate Administrator, the Trustee, the Custodian, the Master Servicer and the Special Servicer. Upon discovery by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer or a Responsible Officer of the Trustee or Certificate Administrator obtaining actual knowledge (or upon written notice thereof from any Certificateholder) of a breach of any of the representations and warranties set forth in this Section which materially and adversely affects the interests of the Certificateholders, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Serviced Companion Loan Noteholders or the Trustee in any Mortgage Loan or the Trust Subordinate Companion Loan, the party discovering such breach shall give prompt written notice to the other parties hereto, the Serviced Companion Loan Noteholders and the Mortgage Loan Sellers.

 

(d)        If the Master Servicer or the Special Servicer (i) receives a Repurchase Communication of a request or demand for repurchase or replacement of a Mortgage Loan or Trust Subordinate Companion Loan because of a Breach or a Defect (each as defined below) (any such request or demand, a “Repurchase Request”, and the Master Servicer or the Special Servicer, as applicable, to the extent it receives a Repurchase Request, the “Repurchase Request Recipient” with respect to such Repurchase Request); (ii) receives a Repurchase Communication of a withdrawal of a Repurchase Request by the Person making such Repurchase Request (a “Repurchase Request Withdrawal”), (iii) receives a Repurchase Communication that any Mortgage Loan or the Trust Subordinate Companion Loan that was subject to a Repurchase Request has been repurchased or replaced (a “Repurchase”), or (iv) receives a Repurchase Communication of the rejection of a Repurchase Request (a “Repurchase Request Rejection”), then such Person shall deliver written notice of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection (each such notice, a “Rule 15Ga-1 Notice”) to the Depositor, the Master Servicer, the Special Servicer and the related Mortgage Loan Seller, in each case within ten Business Days from such party’s receipt of a Repurchase Communication of such Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable; provided, however, if the Master Servicer or the Special Servicer, as applicable, receives notice of a Repurchase Request Withdrawal or Repurchase Request Rejection from the Special Servicer or the Master Servicer, as applicable, the Master Servicer or the Special Servicer, as applicable, shall have no obligation to deliver such notice to any other party.

 

Each Rule 15Ga-1 Notice shall include (i) the identity of the related Mortgage Loan or the Trust Subordinate Companion Loan, (ii) the date the Repurchase Communication of the Repurchase Request, Repurchase Request Withdrawal, Repurchase or Repurchase Request Rejection, as applicable, was received and (iii) in the case of a Repurchase Request, (A) the identity of the Person making such Repurchase Request, (B) if known, the basis for the Repurchase 


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Request (as asserted in the Repurchase Request) and (C) a statement from the Repurchase Request Recipient as to whether it currently plans to pursue such Repurchase Request.

 

No Person that is required to provide a Rule 15Ga-1 Notice pursuant to this Section 2.04(d) (a “Rule 15Ga-1 Notice Provider”) shall be required to provide any information in a Rule 15Ga-1 Notice protected by the attorney-client privilege or attorney work product doctrines. Each Mortgage Loan Purchase Agreement will provide that (i) any Rule 15Ga-1 Notice provided pursuant to this Section 2.04(d) is so provided only to assist the related Mortgage Loan Seller, the Depositor and its Affiliates to comply with Rule 15Ga-1 under the Exchange Act, Items 1104 and 1121 of Regulation AB and any other requirement of law or regulation and (ii) (A) no action taken by, or inaction of, a Rule 15Ga-1 Notice Provider and (B) no information provided pursuant to this Section 2.04(d) by a Rule 15Ga-1 Notice Provider, shall be deemed to constitute a waiver or defense to the exercise of any legal right the Rule 15Ga-1 Notice Provider may have with respect to the related Mortgage Loan Purchase Agreement, including with respect to any Repurchase Request that is the subject of a Rule 15Ga-1 Notice.

 

In the event that the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian receives a Repurchase Communication of a Repurchase Request or a Repurchase Request Withdrawal, then such party shall promptly forward such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal to the Special Servicer and, if relating to a Performing Loan, to the Master Servicer, and include the following statement in the related correspondence: “This is a “Repurchase Request [Withdrawal]” under Section 2.04(d) of the Pooling and Servicing Agreement relating to the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 requiring action by you as the recipient of such Repurchase Request or Repurchase Request Withdrawal thereunder”. Upon receipt of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal by the Master Servicer or the Special Servicer, as applicable, such party shall be deemed to be the Repurchase Request Recipient of such Repurchase Communication of such Repurchase Request or Repurchase Request Withdrawal, and such party shall comply with the procedures set forth in this Section 2.04(d) with respect to such Repurchase Request or Repurchase Request Withdrawal. In no event shall the Custodian, by virtue of this provision, be required to provide any notice other than as set forth in Section 2.03 of this Agreement in connection with its review of the Mortgage File.

 

(e)        A “Defect“ shall exist with respect to a Mortgage Loan or the Trust Subordinate Companion Loan if any document constituting a part of the related Mortgage File has not been delivered within the time periods provided for in the related Mortgage Loan Purchase Agreement, has not been properly executed, is missing, does not appear to be regular on its face or contains information that does not conform in any material respect with the corresponding information set forth in the Mortgage Loan Schedule. A “Breach” shall mean a breach of any representation or warranty of any Mortgage Loan Seller made pursuant to the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan or the Trust Subordinate Companion Loan. If any party hereto discovers or receives notice of a Defect or a Breach, and if such Defect is a Material Defect or such Breach is a Material Breach, as applicable, then such party, on behalf of the Trust Fund, shall give prompt written notice thereof to the related Mortgage Loan Seller, the other parties hereto, the 17g-5 Information Provider (who shall promptly post such notice to


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 the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation Termination Event has occurred and is continuing, the Directing Holder. If any such Defect or Breach materially and adversely affects the value of any Mortgage Loan or the Trust Subordinate Companion Loan, the value of the related Mortgaged Property or the interests of any Certificateholders in any Mortgage Loan, the Trust Subordinate Companion Loan or Mortgaged Property, or causes the related Mortgage Loan to be other than a Qualified Mortgage, then such Defect shall constitute a “Material Defect” or such Breach shall constitute a “Material Breach,” as the case may be; provided, that if any of the documents specified in clauses (i), (ii), (viii), (xv) and (xvi) of the definition of “Mortgage File” are not delivered as required in the related Mortgage Loan Purchase Agreement and is certified as missing pursuant to Section 2.03 of this Agreement, it shall be deemed a Material Defect. The Custodian, the Certificate Administrator and the Trustee shall not be required to make any such determination. Promptly upon receiving written notice of any such Material Defect or Material Breach with respect to a Mortgage Loan or the Trust Subordinate Companion Loan, accompanied by a written demand to take the actions contemplated by this sentence from the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Custodian, on behalf of the Trust Fund, the applicable Mortgage Loan Seller shall, not later than 90 days from the applicable Mortgage Loan Seller’s receipt of such notice of, and demand to take action with respect to, such Material Defect or Material Breach, as the case may be (or, in the case of a Material Defect or Material Breach relating to a Mortgage Loan or the Trust Subordinate Companion Loan not being a Qualified Mortgage, not later than 90 days after the Mortgage Loan Seller or any party hereto discovering such Material Defect or Material Breach, provided that the related Mortgage Loan Seller has received notice in accordance with the terms of the related Mortgage Loan Purchase Agreement) (any such 90-day period, the “Initial Resolution Period”), (i) cure the same in all material respects, (ii) repurchase the affected Mortgage Loan or the Trust Subordinate Companion Loan at the applicable Purchase Price in conformity with the applicable Mortgage Loan Purchase Agreement or (iii) substitute a Qualified Substitute Mortgage Loan (other than with respect to the Trust Subordinate Companion Loan or a Mortgage Loan that is part of a Whole Loan, for which no substitution will be permitted) for such affected Mortgage Loan (provided that, in no event shall such substitution occur later than the second anniversary of the Closing Date) and pay to the Master Servicer for deposit into the Collection Account any Substitution Shortfall Amount in connection therewith; provided that CCRE may not repurchase the Trust Subordinate Companion Loan without repurchasing The Stanwix Mortgage Loan (so long as there is a Material Defect or Material Breach with respect to each such loan); and provided, further, that if (i) such Material Defect or Material Breach is capable of being cured but not within the Initial Resolution Period, (ii) such Material Defect or Material Breach is not related to any Mortgage Loan’s not being a Qualified Mortgage, (iii) the Mortgage Loan Seller has commenced and is diligently proceeding with the cure of such Material Defect or Material Breach within the Initial Resolution Period and (iv) the Mortgage Loan Seller has delivered to the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Certificate Administrator (who will promptly deliver a copy of such officer’s certificate to the 17g-5 Information Provider), the Trustee, the Operating Advisor, and, prior to the occurrence of a Consultation Termination Event, the Controlling Class Representative, an officer’s certificate that describes the reason the cure was not effected within the initial 90-day period, then the Mortgage Loan Seller shall have an additional period equal to the applicable Resolution Extension Period to complete such cure or, failing such 


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cure, to repurchase the Mortgage Loan or Trust Subordinate Companion Loan or substitute a Qualified Substitute Mortgage Loan. Notwithstanding the foregoing, if a Mortgage Loan is not secured by a Mortgaged Property that is, in whole or in part, a hotel, restaurant (operated by a Borrower), healthcare facility, nursing home, assisted living facility, self-storage facility, theatre or fitness center (operated by a Borrower), then the failure to deliver to the Custodian copies of the UCC financing statements with respect to such Mortgage Loan shall not be a Material Defect. With respect to any Non-Serviced Mortgage Loan sold by it to the Depositor, each Mortgage Loan Seller has agreed in the applicable Mortgage Loan Purchase Agreement that if a Material Defect under, and as such term or any analogous term is defined in, the related Non-Serviced PSA exists with respect to the related Non-Serviced Companion Loan included in the securitization trust created under such Non-Serviced PSA and such Mortgage Loan Seller repurchases such related Non-Serviced Companion Loan from the such securitization trust, then such Mortgage Loan Seller shall repurchase such Non-Serviced Mortgage Loan; provided, however, that the foregoing shall not apply to any Material Defect related to the promissory note for such related Non-Serviced Companion Loan.

 

(f)         Pursuant to each Mortgage Loan Purchase Agreement, if there is a Material Defect or Material Breach with respect to one or more (but not all of the) Mortgaged Properties securing a Mortgage Loan or the Trust Subordinate Companion Loan, the related Mortgage Loan Seller shall not be obligated to repurchase the Mortgage Loan if (i) the (or, if applicable, each) affected Mortgaged Property may be released pursuant to the terms of any partial release provisions in the related Loan Documents (and such (or, if applicable, each such) Mortgaged Property is, in fact, released), (ii) the remaining Mortgaged Property satisfies (or the remaining Mortgaged Properties satisfy) the requirements, if any, set forth in the related Loan Documents, (iii) the related Mortgage Loan Seller provides an Opinion of Counsel to the effect that such release would not cause an Adverse REMIC Event to occur and (iv) each Rating Agency then rating the Certificates shall have provided a Rating Agency Confirmation with respect to such release.

 

If a Mortgage Loan Seller, in connection with a Material Defect or a Material Breach (or an allegation of a Material Defect or a Material Breach) pertaining to a Mortgage Loan or the Trust Subordinate Companion Loan, makes a cash payment pursuant to an agreement or a settlement between the applicable Mortgage Loan Seller and the Special Servicer on behalf of the Trust (and with the consent of the Controlling Class Representative if no Control Termination Event has occurred and is continuing and the affected Mortgage Loan is not an Excluded Loan (or the consent of the Stanwix Controlling Class Representative in respect of the Trust Subordinate Companion Loan)) (each such payment, a “Loss of Value Payment”) with respect to such Mortgage Loan or the Trust Subordinate Companion Loan, the amount of such Loss of Value Payment shall be deposited into the Loss of Value Reserve Fund to be applied in accordance with Section 3.06(e) or Section 3.06(g), as applicable, of this Agreement. In connection with any such determination with respect to any Performing Loan, the Master Servicer shall promptly provide the Special Servicer, but in any event within the time frame and in the manner set forth in Section 3.23, with the Servicing File and such other information, documents and records relating to such Performing Loan and, if applicable, the related Serviced Companion Loan(s), either in the Master Servicer’s possession or otherwise reasonably available to the Master Servicer, and reasonably requested by the Special Servicer pursuant to Section 3.23(a) in order to permit the Special Servicer to calculate the Loss of Value Payment. If such Loss of Value Payment is made, the related Mortgage Loan Seller shall be deemed to have cured such Material Breach or Material 


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Defect in all respects, and the Loss of Value Payment shall serve as the sole remedy available to the Certificateholders and the Trustee on their behalf regarding any such Material Breach or Material Defect in lieu of any obligation of the Mortgage Loan Seller to otherwise cure such Material Breach or Material Defect or repurchase or substitute for the affected Mortgage Loan or Trust Subordinate Companion Loan based on such Material Breach or Material Defect under any circumstances. This paragraph is intended to apply only to a mutual agreement or settlement between the applicable Mortgage Loan Seller and the Trust, provided, that (i) prior to any such agreement or settlement nothing in this paragraph shall preclude the Mortgage Loan Seller or the Trustee from exercising any of its rights related to a Material Defect or a Material Breach in the manner and timing set forth in the related Mortgage Loan Purchase Agreement or this Section 2.04 (excluding this paragraph) (including any right to cure, repurchase or substitute for such Mortgage Loan) or Trust Subordinate Companion Loan; (ii) such Loss of Value Payment shall not be greater than the Purchase Price of the affected Mortgage Loan or Trust Subordinate Companion Loan; and (iii) a Material Defect or a Material Breach as a result of a Mortgage Loan or Trust Subordinate Companion Loan not constituting a Qualified Mortgage may not be cured by a Loss of Value Payment.

 

If any Breach pertains to a representation or warranty that the related Loan Documents or any particular Loan Document requires the related Borrower to bear the costs and expenses associated with any particular action or matter under such Loan Document(s), then the related Mortgage Loan Seller may cure such Breach within the applicable cure period (as the same may be extended) by reimbursing the Trust Fund (by wire transfer of immediately available funds) for (i) the reasonable amount of any such costs and expenses incurred by the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Trust Fund that are incurred as a result of such Breach and have not been reimbursed by the related Borrower and (ii) the amount of any unpaid fees and reimbursable expenses of the Asset Representations Reviewer attributable to the Asset Review of the affected Mortgage Loan or Trust Subordinate Companion Loan; provided, however, that in the event any such costs and expenses exceed $10,000, the related Mortgage Loan Seller shall have the option to either repurchase or substitute for the related Mortgage Loan or Trust Subordinate Companion Loan as provided above or pay such costs and expenses. Except as provided in the proviso to the immediately preceding sentence, the related Mortgage Loan Seller shall remit the amount of such costs and expenses and upon its making such remittance, the related Mortgage Loan Seller shall be deemed to have cured such Breach in all respects. To the extent any fees or expenses that are the subject of a cure by the related Mortgage Loan Seller are subsequently obtained from the related Borrower, the portion of the cure payment made by the related Mortgage Loan Seller equal to such fees or expenses obtained from the related Borrower shall promptly be returned to the related Mortgage Loan Seller.

 

(g)        In connection with any repurchase of or substitution for a Mortgage Loan or the Trust Subordinate Companion Loan contemplated by this Section 2.04, (A) the Custodian, the Master Servicer (with respect to any Performing Loan) and the Special Servicer (with respect to any Specially Serviced Loan) shall each tender to the applicable Mortgage Loan Seller all portions of the Mortgage File (in the case of the Custodian) and the Servicing File (in the case of the Master Servicer and the Special Servicer, as applicable) and other documents pertaining to such Mortgage Loan or Trust Subordinate Companion Loan possessed by it (other than attorney client communications that are privileged communications), upon delivery (i) to the Master Servicer or the Special Servicer, as applicable, of a trust receipt and (ii) to the Custodian by the 


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Master Servicer or the Special Servicer, as applicable, of a Request for Release and an acknowledgement by the Master Servicer or Special Servicer, as applicable, of its receipt of the Purchase Price or the Substitution Shortfall Amount from the applicable Mortgage Loan Seller, (B) each document that constitutes a part of the Mortgage File that was endorsed or assigned to the Trustee shall be endorsed or assigned without recourse in the form of endorsement or assignment provided to the Custodian by the applicable Mortgage Loan Seller, as the case may be, to the applicable Mortgage Loan Seller as shall be necessary to vest in the applicable Mortgage Loan Seller the legal and beneficial ownership of such Mortgage Loan or the Trust Subordinate Companion Loan to the extent such ownership was transferred to the Trustee (provided, that the Master Servicer or Special Servicer, as applicable, shall use reasonable efforts to cooperate in furnishing necessary information to the extent in its possession to the Mortgage Loan Seller in connection with such Mortgage Loan Seller’s preparation of such endorsement or assignment), (C) the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer shall release, or cause the release of, any escrow payments and reserve funds held by the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as applicable, or on the Trustee’s, the Certificate Administrator’s, the Master Servicer’s and the Special Servicer’s, as applicable, behalf, in respect of such Mortgage Loan to the applicable Mortgage Loan Seller and (D) the Master Servicer shall notify the related Borrower that the Mortgage Loan Seller has reacquired the affected Mortgage Loan.

 

(h)        The Enforcing Servicer shall, for the benefit of the Certificateholders and the Trustee, use reasonable efforts to enforce the obligations of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement. Such enforcement, including, without limitation, the legal prosecution of claims, shall be carried out in accordance with the Servicing Standard. The Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer, as the case may be, shall be reimbursed for the reasonable costs of such enforcement: first, pursuant to Section 3.06 of this Agreement (with respect to the related Mortgage Loan or Trust Subordinate Companion Loan), out of the related Purchase Price or Substitution Shortfall Amount, as applicable, to the extent that such expenses are a specific component thereof; and second, if at the conclusion of such enforcement action it is determined that the amounts described in clause first are insufficient, then pursuant to Section 3.06 of this Agreement, out of general collections on the Mortgage Loans and the Trust Subordinate Companion Loan on deposit in the Collection Account in each case with interest thereon at the Reimbursement Rate from the time such expense was incurred to, but excluding, the date such expense was reimbursed. To the extent the applicable Mortgage Loan Seller prevails in such proceeding, such Mortgage Loan Seller shall be entitled to reimbursement from the Trust for all necessary and reasonable costs and expenses incurred in connection with such proceeding, including reasonable attorneys’ fees. For the avoidance of doubt, neither the Trustee nor the Certificate Administrator shall be obligated to enforce the obligations of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement.

 

So long as document exceptions are outstanding, on each anniversary of the Closing Date, the Custodian shall prepare and forward to the Depositor, the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Controlling Class Representative (as identified to the Custodian by the Certificate Administrator) and the applicable Mortgage Loan Seller, a document exception 


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report setting forth the then current status of any Defects related to the Mortgage Files pertaining to the Mortgage Loans sold by such Mortgage Loan Seller.

 

As to any Qualified Substitute Mortgage Loan, the Enforcing Servicer shall direct the related Mortgage Loan Seller to deliver to the Custodian for such Qualified Substitute Mortgage Loan (with a copy to the Master Servicer), the related Mortgage File with the related Mortgage Note endorsed as required by clause (i) of the definition of “Mortgage File” herein. Periodic Payments due with respect to Qualified Substitute Mortgage Loans in or prior to the month of substitution shall not be part of the Trust Fund and, if received by the Master Servicer, shall be remitted by the Master Servicer to the related Mortgage Loan Seller on the next succeeding Distribution Date. For the month of repurchase or substitution, distributions to Certificateholders will include the Periodic Payment(s) due on the related Removed Mortgage Loan, if and to the extent received by the Master Servicer or the Special Servicer on behalf of the Trust on or prior to the related date of repurchase or substitution, as applicable, and such Mortgage Loan Seller shall be entitled to retain all amounts received thereafter in respect of such Removed Mortgage Loan.

 

In any month in which a Mortgage Loan Seller substitutes one or more Qualified Substitute Mortgage Loans for one or more Removed Mortgage Loans, the Master Servicer will determine the applicable Substitution Shortfall Amount and promptly notify such Mortgage Loan Seller and the Certificate Administrator thereof. In connection with the delivery of such notice, the Master Servicer shall direct such Mortgage Loan Seller to deposit, or deliver to the Master Servicer for deposit, into the Collection Account cash equal to such amount concurrently with the delivery of the Mortgage Files for such Qualified Substitute Mortgage Loans, without any reimbursement thereof. The Master Servicer shall also direct such Mortgage Loan Seller to give written notice to the Depositor, the Trustee and the Certificate Administrator of such deposit. The Certificate Administrator shall cause its Distribution Date Statement to reflect the removal of each Removed Mortgage Loan and, if applicable, the substitution of the Qualified Substitute Mortgage Loan. Upon any such substitution, the Qualified Substitute Mortgage Loans shall be subject to the terms of this Agreement in all respects.

 

It is understood and agreed that Section 6 of the applicable Mortgage Loan Purchase Agreement provides the sole remedy available to the Certificateholders and the Trustee on behalf of the Certificateholders respecting any Breach (including a Breach with respect to a Mortgage Loan or the Trust Subordinate Companion Loan failing to constitute a Qualified Mortgage) or any Defect.

 

(i)         In the event that any litigation is commenced which alleges facts which, in the judgment of the Depositor, could constitute a breach of any of the Depositor’s representations and warranties relating to the Mortgage Loans or the Trust Subordinate Companion Loan, the Depositor hereby reserves the right to conduct the defense of such litigation at its expense and shall not be required to obtain any consent from the Master Servicer, the Special Servicer or the Directing Holder, unless such defense results in any liability of the Master Servicer, the Special Servicer or the Directing Holder, as applicable.

 

(j)         If for any reason a Mortgage Loan Seller fails to fulfill its obligations under the related Mortgage Loan Purchase Agreement with respect to any Mortgage Loan or the Trust Subordinate Companion Loan, the Enforcing Servicer shall use reasonable efforts in enforcing any


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 obligation of such Mortgage Loan Seller to cure, repurchase or substitute for such Mortgage Loan or the Trust Subordinate Companion Loan under the terms of the related Mortgage Loan Purchase Agreement.

 

(k)        (i) In the event an Initial Requesting Certificateholder delivers a written request to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator or the Operating Advisor (solely in its capacity as Operating Advisor) that a Mortgage Loan or the Trust Subordinate Companion Loan be repurchased by the applicable Mortgage Loan Seller alleging the existence of a Material Breach or a Material Defect with respect to such Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation (a “Certificateholder Repurchase Request”), such party shall promptly forward that Certificateholder Repurchase Request to the Special Servicer, and the Special Servicer shall promptly forward that Repurchase Request to the related Mortgage Loan Seller and each other party to this Agreement and take the actions required under Section 2.04(h). The applicable Special Servicer shall be the Enforcing Party with respect to the Certificateholder Repurchase Request.

 

(ii)         In the event that the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor (solely in its capacity as operating advisor) or the Directing Holder has actual knowledge of a Material Breach or a Material Defect with respect to a Mortgage Loan or the Trust Subordinate Companion Loan (without implying any duty of such person to make, or to attempt to make, such a discovery), that party shall deliver prompt written notice of such Material Breach or Material Defect to each other party to this Agreement, identifying the applicable Mortgage Loan or Trust Subordinate Companion Loan and setting forth the basis for such allegation (a “PSA Party Repurchase Request” and, each of a Certificateholder Repurchase Request or a PSA Party Repurchase Request, a “Repurchase Request”), and the Enforcing Servicer shall promptly send the PSA Party Repurchase Request to the related Mortgage Loan Seller and the Depositor. The Enforcing Servicer shall act as the Enforcing Party and enforce the rights of the Trust against the related Mortgage Loan Seller with respect to a PSA Party Repurchase Request.

 

(iii)        In the event the Repurchase Request is not Resolved within 180 days after the Mortgage Loan Seller receives the Repurchase Request (a “Resolution Failure”), then the provisions described below shall apply if the Repurchase Request related to a Mortgage Loan (but not if it related to the Trust Subordinate Companion Loan). Receipt of the Repurchase Request shall be deemed to occur two (2) Business Days after the Repurchase Request is sent to the related Mortgage Loan Seller. A Resolved Repurchase Request shall not preclude the Enforcing Servicer from exercising any of its rights related to a Material Breach or a Material Defect in the manner and timing otherwise set forth in this Agreement, in the related Mortgage Loan Purchase Agreement or as provided by law.

 

(l)         (i) After a Resolution Failure occurs with respect to a Repurchase Request relating to a Mortgage Loan (but not relating to the Trust Subordinate Companion Loan) (whether the Repurchase Request was initiated by an Initial Requesting Certificateholder or by a party to this Agreement), the Enforcing Servicer will be required to send a notice (a “Proposed Course of Action Notice”) to the Initial Requesting Certificateholder, if any, to the address specified in the 


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Initial Requesting Certificateholder’s Repurchase Request, and to the Certificate Administrator, who shall make such notice available to all other Pooled Certificateholders and Certificate Owners of Pooled Certificates (by posting such notice on the Certificate Administrator’s Website) indicating the Enforcing Servicer’s intended course of action with respect to the Repurchase Request (the “Proposed Course of Action”). Such notice shall include (a) a request to Pooled Certificateholders to indicate to the Enforcing Servicer their agreement with or dissent from such Proposed Course of Action by clearly marking “agree” or “disagree” to the Proposed Course of Action on such notice within 30 days of the date of such notice and a disclaimer that responses received after such 30-day period will not be taken into consideration, (b) a statement that in the event any Pooled Certificateholder disagrees with the Proposed Course of Action, the Enforcing Servicer shall (either as the Enforcing Party or as the Enforcing Servicer in circumstances where a Certificateholder is acting as the Enforcing Party) be compelled to follow the course of action agreed to and/or proposed by the majority of the responding Pooled Certificateholders that involves referring the matter to mediation or arbitration, as the case may be, (c) a statement that responding Pooled Certificateholders will be required to certify their holdings in connection with such response, (d) a statement that only responses clearly marked “agree” or “disagree” with such Proposed Course of Action will be taken into consideration and (e) instructions for responding Pooled Certificateholders to send their responses to the applicable Enforcing Servicer and the Certificate Administrator. The Certificate Administrator shall within three (3) Business Days after the expiration of the 30-day response period, tabulate the responses received from the Pooled Certificateholders and share the results with the Enforcing Servicer. The Certificate Administrator shall only count responses timely received and clearly indicating agreement or dissent with the related Proposed Course of Action and additional verbiage or qualifying language shall not be taken into consideration for purposes of determining whether the related Pooled Certificateholder agrees or disagrees with the Proposed Course of Action. The Certificate Administrator shall be under no obligation to answer any questions from Certificateholders regarding such Proposed Course of Action. For the avoidance of doubt, the Certificate Administrator’s obligations in connection with this Section 2.04(l) shall be limited solely to tabulating Pooled Certificateholder responses of “agree” or “disagree” to the Proposed Course of Action, and such obligation shall not be construed to impose any enforcement obligation on the Certificate Administrator. The Enforcing Servicer may conclusively rely (without investigation) on the Certificate Administrator’s tabulation of the majority of the responding Pooled Certificateholders. If (a) the Enforcing Servicer’s intended course of action with respect to the Repurchase Request does not involve pursuing further action to exercise rights against the related Mortgage Loan Seller with respect to the Repurchase Request and the Initial Requesting Certificateholder, if any, or any other Pooled Certificateholder or Certificate Owner of any Pooled Certificate wishes to exercise its right to refer the matter to mediation (including nonbinding arbitration) or arbitration, or (b) the Enforcing Servicer’s intended course of action is to pursue further action to exercise rights against the applicable Mortgage Loan Seller with respect to the Repurchase Request but the Initial Requesting Certificateholder, if any, or any other Pooled Certificateholder or Certificate Owner of a Pooled Certificate does not agree with the dispute resolution method selected by the Enforcing Servicer, then the Initial Requesting Certificateholder, if any, or such other Pooled Certificateholder or Certificate Owner of a Pooled Certificate may deliver to the Enforcing Servicer a written notice (a “Preliminary Dispute Resolution Election Notice”) within 30 days from the date the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website (the “Dispute Resolution Cut-off Date”) indicating its intent to exercise its right to refer 


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the matter to either mediation or arbitration. In the event any Pooled Certificateholder or Certificate Owner of a Pooled Certificate delivers a Preliminary Dispute Resolution Election Notice, and the Enforcing Servicer has also received responses from other Pooled Certificateholders or Certificate Owners of Pooled Certificates supporting the Enforcing Servicer’s initial Proposed Course of Action, such responses shall be considered Preliminary Dispute Resolution Election Notices supporting the Proposed Course of Action for purposes of determining the course of action proposed by a majority of Pooled Certificateholders.

 

(ii)         If neither the Initial Requesting Certificateholder, if any, nor any other Pooled Certificateholder or Certificate Owner of a Pooled Certificate delivers a Preliminary Dispute Resolution Election Notice prior to the Dispute Resolution Cut-off Date, no Certificateholder or Certificate Owner shall have the right to refer the Repurchase Request to mediation or arbitration, and the Enforcing Servicer shall be the sole party entitled to determine a course of action, including but not limited to, enforcing the Trust’s rights against the related Mortgage Loan Seller, subject only to the consent or consultation rights of the Directing Holder pursuant to Section 6.07.

 

(iii)        Promptly and in any event within 10 Business Days following receipt of a Preliminary Dispute Resolution Election Notice from (a) the Initial Requesting Certificateholder, if any, or (b) any other Pooled Certificateholder or Certificate Owner of a Pooled Certificate (each of clauses (a) and (b), a “Requesting Certificateholder”), the Enforcing Servicer will be required to consult with each Requesting Certificateholder regarding such Requesting Certificateholder’s intention to elect either mediation (including nonbinding arbitration) or arbitration as the dispute resolution method with respect to the Repurchase Request (the “Dispute Resolution Consultation”) so that such Requesting Certificateholder may consider the views of the Enforcing Servicer as to the claims underlying the Repurchase Request and possible dispute resolution methods, such discussions to occur and be completed no later than 10 Business Days following the Dispute Resolution Cut-off Date. The Enforcing Servicer shall be entitled to establish procedures the Enforcing Servicer deems in good faith to be appropriate relating to the timing and extent of such consultations. No later than 5 Business Days after completion of the Dispute Resolution Consultation, a Requesting Certificateholder may provide a final notice to the Enforcing Servicer indicating its decision to exercise its right to refer the matter to either mediation or arbitration (“Final Dispute Resolution Election Notice”).

 

(iv)        If, following the Dispute Resolution Consultation, no Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then the Enforcing Servicer will continue to act as the Enforcing Party and will remain obligated under this Agreement to determine a course of action, including but not limited to, enforcing the rights of the Trust with respect to the Repurchase Request and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration.

 

(v)        If a Requesting Certificateholder timely delivers a Final Dispute Resolution Election Notice to the Enforcing Servicer, then such Requesting Certificateholder shall become the Enforcing Party and must promptly submit the matter to mediation (including nonbinding arbitration) or arbitration. If there is more than one Requesting 


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Certificateholder that timely delivers a Final Dispute Resolution Election Notice, then such Requesting Certificateholders will collectively become the Enforcing Party, and the holder or holders of a majority of the Voting Rights among such Requesting Certificateholders shall be entitled to make all decisions relating to such mediation or arbitration. If, however, no Requesting Certificateholder commences arbitration or mediation pursuant to the terms of this Agreement within 30 days after delivery of its Final Dispute Resolution Election Notice to the Enforcing Servicer, then (i) the rights of a Requesting Certificateholder to act as the Enforcing Party shall terminate and no Certificateholder or Certificate Owner shall have any further right to elect to refer the matter to mediation or arbitration, (ii) if the Proposed Course of Action Notice indicated that the Enforcing Servicer shall take no further action with respect to the Repurchase Request, then the related Material Defect shall be deemed waived for all purposes under this Agreement and the related Mortgage Loan Purchase Agreement; provided, however, that such Material Defect shall not be deemed waived with respect to a Requesting Certificateholder, any other Pooled Certificateholder or Certificate Owner of a Pooled Certificate or the Enforcing Servicer to the extent there is a material change in the facts and circumstances known to such party at the time when the Proposed Course of Action Notice is delivered to the Enforcing Servicer, and (iii) if the Proposed Course of Action Notice had indicated a course of action other than the course of action under clause (ii), then the Special Servicer shall again become the Enforcing Party and, as such, shall be the sole party entitled to enforce the Trust’s rights against the related Mortgage Loan Seller.

 

(vi)        Notwithstanding the foregoing, the dispute resolution provisions described above under this Section 2.04(l) shall not apply, and the Enforcing Servicer shall remain the Enforcing Party, if the Enforcing Servicer has commenced litigation with respect to the Repurchase Request, or determines in accordance with the Servicing Standard that it is in the best interests of the Pooled Certificateholders to commence litigation with respect to the Repurchase Request to avoid the running of any applicable statute of limitations.

 

(vii)       In the event a Requesting Certificateholder becomes the Enforcing Party, the Enforcing Servicer, on behalf of the Trust, shall remain a party to any proceedings against the related Mortgage Loan Seller as further described herein.

 

(viii)      For the avoidance of doubt, the Depositor, the Mortgage Loan Sellers and any of their respective Affiliates (other than any such Affiliate that is a Controlling Class Certificateholder) shall not be entitled to be an Initial Requesting Certificateholder or a Requesting Certificateholder.

 

(ix)        The Requesting Certificateholder is entitled to elect either mediation or arbitration in its sole discretion; however, the Requesting Certificateholder may not elect to then utilize the alternative method in the event that the initial method is unsuccessful.

 

(x)        If (i) a Repurchase Request is made with respect to any Mortgage Loan (but not the Trust Subordinate Companion Loan) based on any particular alleged Material Defect, (ii) a Resolution Failure is deemed to occur with respect to such Repurchase Request, and (iii) if either (A) a mediation or arbitration is undertaken with respect to such Repurchase Request or (B) the Pooled Certificateholders and Certificate Owners of Pooled 


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Certificates cease to have a right to refer such Repurchase Request to mediation or arbitration, in either case in accordance with the provisions of this Agreement, then no Certificateholder or Certificate Owner may make any subsequent Repurchase Request with respect to such Mortgage Loan based on the same alleged Material Defect unless there is a material change in the facts and circumstances known to such party and that could not have been known to such party with the exercise of reasonable diligence at the time when the Proposed Course of Action Notice is posted on the Certificate Administrator’s Website.

 

(m)       If the Enforcing Party selects mediation (including nonbinding arbitration), the following provisions shall apply:

 

(i)         The mediation shall be administered by a nationally recognized mediation services provider selected by the related Mortgage Loan Seller within 30 days of written notice of the Enforcing Party’s selection of mediation or nonbinding arbitration (such provider, the “Mediation Services Provider”) in accordance with published mediation procedures (the “Mediation Rules”) promulgated by the Mediation Services Provider.

 

(ii)         The mediator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation, and, if possible, commercial real estate finance or commercial mortgage-backed securitization matters or other complex commercial transactions, and who will be appointed from a list of neutrals maintained by the Mediation Services Provider. Upon being supplied a list of at least ten potential qualified mediators by the Mediation Services Provider each party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential mediators in order of preference. The Mediation Services Provider shall select the mediator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

 

(iii)        Prior to accepting an appointment, the mediator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.

 

(iv)        The parties shall use commercially reasonable efforts to conduct an organizational conference to begin the mediation within 10 Business Days of the selection of the mediator and to conclude the mediation within 60 days thereafter.

 

(v)        The expenses of any mediation shall be allocated among the parties to the mediation, including, if applicable, between the Enforcing Party and the Enforcing Servicer, as mutually agreed by the parties as part of the mediation.

 

(vi)        Out of pocket costs and expenses of the Enforcing Servicer for mediation or arbitration, to the extent not agreed to be paid by the Enforcing Party or another party (in the case of mediation) or allocated to the Enforcing Party or another party (in the case of arbitration) shall be reimbursable as a Servicing Advance.

 

(n)        If the Enforcing Party selects third-party arbitration, the following provisions will apply:


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(i)         The arbitration shall be administered by a nationally recognized arbitration services provider selected by the related Mortgage Loan Seller within 30 days of written notice of the Enforcing Party’s selection of arbitration (such provider, the “Arbitration Services Provider”) in accordance with published arbitration procedures (the “Arbitration Rules”) promulgated by the Arbitration Services Provider.

 

(ii)         The arbitrator shall be impartial, an attorney admitted to practice in the State of New York and have at least 15 years of experience in commercial litigation, and if possible, commercial real estate finance or commercial mortgage-backed securitization matters and who will be appointed from a list of neutrals maintained by the Arbitration Services Provider. Upon being supplied a list of at least ten potential arbitrators by the Arbitration Services Provider each party will have the right to exercise two peremptory challenges within 14 days and to rank the remaining potential arbitrators in order of preference. The Arbitration Services Provider will select the arbitrator from the remaining attorneys on the list respecting the preference choices of the parties to the extent possible.

 

(iii)        Prior to accepting an appointment, the arbitrator must promptly disclose any circumstances likely to create a reasonable inference of bias or conflict of interest or likely to preclude completion of the hearings within the prescribed time schedule.

 

(iv)        After consulting with the parties at an organizational conference held not later than 10 Business Days after its appointment, the arbitrator shall devise procedures and deadlines for the arbitration, to the extent not already agreed to by the parties, with the goal of expediting the proceeding and completing the arbitration within 120 days. The arbitrator shall have the authority to schedule, hear, and determine any and all motions, including dispositive and discovery motions, in accordance with the Federal Rules of Civil Procedure for non-jury matters (the “Rules”) (including summary judgment and other prehearing and post hearing motions), and will do so by reasoned decision on the motion of any party to the arbitration.

 

(v)        Notwithstanding whatever other discovery may be available under the Rules, unless otherwise agreed by the parties, each party to the arbitration will be presumptively limited to the following discovery in the arbitration: (A) the parties shall reasonably and in good faith voluntarily produce to all other parties all documents upon which they intend to rely and all documents they reasonably and in good faith believe to be relevant to the claims or defenses asserted by any of the parties, (B) party witness depositions (excluding Rule 30b-6 witnesses), and (C) expert witness depositions, provided, that the arbitrator shall have the ability to grant the parties, or either of them, additional discovery to the extent that the arbitrator determines good cause is shown that such additional discovery is reasonable and necessary.

 

(vi)        The arbitrator shall make its final determination no later than 30 days after the conclusion of the hearings and submission of any post-hearing submissions. The arbitrator shall resolve the dispute in accordance with the terms of the related Mortgage Loan Purchase Agreement and this Agreement, and may not modify or change those agreements in any way or award remedies not consistent with those agreements. The arbitrator will not have the power to award punitive damages or consequential damages in 


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any arbitration conducted by them. Interest on any monetary award shall bear interest from the date of the Final Dispute Resolution Election Notice at the Prime Rate. In its final determination, the arbitrator shall determine and award the costs of the arbitration (including the fees of the arbitrator, cost of any record or transcript of the arbitration, and administrative fees) and shall award reasonable attorneys’ fees to the parties to the arbitration as determined by the arbitrator in its reasonable discretion. The determination of the arbitrator shall be by a reasoned decision in writing and counterpart copies will be promptly delivered to the parties. The final determination of the arbitrator shall be final and non-appealable, except for actions to confirm or vacate the determination permitted under federal or state law, and may be enforced in any court of competent jurisdiction.

 

(vii)       By selecting arbitration, the selecting party is giving up the right to sue in court, including the right to a trial by jury.

 

(viii)      No person may bring a putative or certificated class action to arbitration.

 

(o)        The following provisions will apply to both mediation and third-party arbitration:

 

(i)         Any mediation or arbitration will be held in New York, New York unless another location is agreed by all parties;

 

(ii)         If the dispute involves a matter that cannot effectively be remedied by the payment of damages, or if there be any dispute relating to arbitration or the arbitrators that cannot be resolved promptly by the arbitrators or the Arbitration Services Provider, then any party in such instance may during the pendency of the arbitration proceedings seek temporary equitable remedies, pending the final decision of the arbitration panel, solely by application in the Southern District of New York if such court shall have subject matter jurisdiction, or if the Southern District of New York has no jurisdiction, then it the Supreme Court of the State of New York for the County of New York. The arbitration proceedings shall not be stayed unless so ordered by the court.

 

(iii)        The details and/or existence of any Repurchase Request, any informal meetings, mediations or arbitration proceedings conducted under this Section 2.04, including all offers, promises, conduct and statements, whether oral or written, made in the course of the parties’ attempt to informally resolve any Repurchase Request, will be confidential, privileged and inadmissible for any purpose, including impeachment, in any mediation, arbitration or litigation, or other proceeding (including any proceeding under this Section 2.04). Such information will be kept strictly confidential and shall not be disclosed or shared with any third party (other than a party’s attorneys, experts, accountants and other agents and representatives, as reasonably required in connection with any resolution procedure under this Section 2.04), except as otherwise required by law, regulatory requirement or court order. If any party to a resolution procedure receives a subpoena or other request for information from a third party (other than a governmental regulatory body) for such confidential information, the recipient shall promptly notify the other party to the resolution procedure and shall provide the other party with a reasonable opportunity to object to the production of its confidential information.


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(iv)        In the event a Requesting Certificateholder is the Enforcing Party, the agreement with the arbitrator or mediator, as the case may be, shall be required to contain an acknowledgment that the Trust, or the Enforcing Servicer on its behalf, shall be a party to any arbitration or mediation proceedings solely for the purpose of being the beneficiary of any award in favor of the Enforcing Party. All amounts recovered by the Enforcing Party shall be paid to the Trust, or the Enforcing Servicer on its behalf, and deposited in the Collection Account. The agreement with the arbitrator or mediator, as the case may be, shall provide that in the event a Requesting Certificateholder is allocated any related costs and expenses pursuant to the terms of the arbitrator’s decision or the agreement reached in mediation, neither the Trust nor the Enforcing Servicer acting on its behalf shall be responsible for any such costs and expenses allocated to the Requesting Certificateholder.

 

(v)        In the event a Requesting Certificateholder is the Enforcing Party, the Requesting Certificateholder shall be required to pay any expenses allocated to the Enforcing Party in the arbitration proceedings or any expenses that the Enforcing Party agrees to bear in the mediation proceedings.

 

(vi)        The Trust (or the Trustee or the Enforcing Party acting on its behalf), the Depositor or any Mortgage Loan Seller shall be permitted to redact any personally identifiable customer information included in any information provided for purposes of any mediation or arbitration. Each party to the proceedings shall be required to agree to keep confidential the details related to the Repurchase Request and the dispute resolution identified in connection with such proceedings; provided, however, that the Certificateholders shall be permitted to communicate prior to the commencement of any such proceedings to the extent provided in Section 5.05.

 

(vii)       For the avoidance of doubt, in no event shall the exercise of any right of a Requesting Certificateholder to refer a Repurchase Request to mediation or arbitration or participation in such mediation or arbitration affect in any manner the ability of the Enforcing Servicer to perform its obligations with respect to a Mortgage Loan or Trust Subordinate Companion Loan or the exercise of any rights of the Controlling Class Representative (including without limitation, a liquidation, foreclosure, negotiation of a loan modification or workout, acceptance of a discounted pay off or deed in lieu of foreclosure, or bankruptcy or other litigation).

 

(viii)      In the event that the method of dispute resolution selected is unsuccessful, the Requesting Certificateholder may not elect to then utilize the alternative method.

 

(ix)        For the avoidance of doubt, any out-of-pocket expenses required to be borne by or allocated to the Enforcing Servicer in a mediation or arbitration shall be reimbursable as Additional Trust Fund Expenses.

 

Section 2.05      Representations, Warranties and Covenants of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor and the Asset Representations Reviewer. (a) The Master Servicer, as Master Servicer, hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the 


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Depositor, the Certificate Administrator, the Special Servicer, the Asset Representations Reviewer and the Operating Advisor and the Serviced Companion Loan Noteholders, as of the Closing Date, that:

 

(i)         The Master Servicer is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America, and the Master Servicer is in compliance with the laws of each state (within the United States of America) in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

 

(ii)         The execution and delivery of this Agreement by the Master Servicer, and the performance and compliance with the terms of this Agreement by the Master Servicer, do not (A) violate the Master Servicer’s organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Master Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Master Servicer to perform its obligations under this Agreement or its financial condition;

 

(iii)        The Master Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it as contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

 

(iv)        This Agreement, assuming due authorization, execution and delivery by the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Master Servicer, enforceable against the Master Servicer in accordance with the terms hereof, subject to applicable (A) bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)        The Master Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Master Servicer’s reasonable judgment is likely to materially and adversely affect the financial condition or operations of the Master Servicer or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

 

(vi)        No litigation is pending or, to the best of the Master Servicer’s knowledge, threatened against the Master Servicer which would prohibit the Master Servicer from entering into this Agreement or, in the Master Servicer’s good faith and reasonable judgment is likely to materially and adversely affect either the ability of the Master Servicer 


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to perform its obligations under this Agreement or the financial condition of the Master Servicer;

 

(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Master Servicer of, or compliance by the Master Servicer with, this Agreement or the consummation of the transactions of the Master Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Master Servicer to perform its obligations hereunder;

 

(viii)      Each officer and employee of the Master Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans, the Trust Subordinate Companion Loan or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement or the Master Servicer self-insures for such risks in compliance with the requirements of Section 3.08(d) of this Agreement. 

 

(b)        Each Special Servicer, as a Special Servicer, hereby represents and warrants to and covenants, with respect to itself only, with the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:

 

(i)         The Special Servicer is (A) in the case of LNR Partners, LLC, a limited liability company, duly organized, validly existing and in good standing under the laws of Florida and (B) in the case of KeyBank National Association, a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America. The Special Servicer is in compliance with the laws of each state (within the United States of America) in which any related Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

 

(ii)         The execution and delivery of this Agreement by the Special Servicer, and the performance and compliance with the terms of this Agreement by the Special Servicer, do not (A) violate the Special Servicer’s organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Special Servicer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement or its financial condition;

 

(iii)        The Special Servicer has the full corporate power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;


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(iv)        This Agreement, assuming due authorization, execution and delivery by the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Master Servicer and the Depositor, constitutes a valid, legal and binding obligation of the Special Servicer, enforceable against the Special Servicer in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)        The Special Servicer is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Special Servicer’s reasonable judgment is likely to materially and adversely affect the financial condition or operations of the Special Servicer or its properties taken as a whole or its ability to perform its duties and obligations hereunder;

 

(vi)        No litigation is pending or, to the best of the Special Servicer’s knowledge, threatened against the Special Servicer which would prohibit the Special Servicer from entering into this Agreement or, in the Special Servicer’s good faith and reasonable judgment is likely to materially and adversely affect either the ability of the Special Servicer to perform its obligations under this Agreement;

 

(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Special Servicer of, or compliance by the Special Servicer with, this Agreement or the consummation of the transactions of the Special Servicer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Special Servicer to perform its obligations hereunder; and

 

(viii)      Each officer and employee of the Special Servicer that has responsibilities concerning the servicing and administration of Mortgage Loans, the Trust Subordinate Companion Loan or Serviced Whole Loans is covered by errors and omissions insurance and the fidelity bond in the amounts and with the coverage required by this Agreement or the Special Servicer self-insures for such risks in compliance with the requirements of Section 3.08(d) of this Agreement.

 

(c)        [Reserved].

 

(d)        The Trustee hereby represents and warrants to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Serviced Companion Loan Noteholders as of the Closing Date, that:

 

(i)         The Trustee is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America and has full 


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power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement.

 

(ii)         This Agreement has been duly authorized, executed and delivered by the Trustee and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Trustee in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

 

(iii)        Neither the execution and delivery of this Agreement by the Trustee nor the consummation by the Trustee of the transactions herein contemplated to be performed by the Trustee, nor compliance by the Trustee with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law (subject to the appointment in accordance with such applicable law of any co-Trustee or separate Trustee required pursuant to this Agreement), governmental rule, regulation, judgment, decree or order binding on the Trustee or its properties or the organizational documents of the Trustee or the terms of any material agreement, instrument or indenture to which the Trustee is a party or by which it is bound which, in the Trustee’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Trustee to perform its obligations under this Agreement.

 

(iv)        The Trustee is not in violation of, and the execution and delivery of this Agreement by the Trustee and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Trustee or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that would materially and adversely affect the condition (financial or otherwise) or operation of the Trustee or its properties.

 

(v)        No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Trustee of or compliance by the Trustee with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Trustee’s ability to perform its obligations hereunder.

 

(vi)        To the best of the Trustee’s knowledge, no litigation is pending or threatened against the Trustee which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated as of the Pricing Date, among the Trustee, the Depositor and the Underwriters.

 

(e)        The Certificate Administrator hereby represents and warrants to the Depositor, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset 


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Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:

 

(i)         The Certificate Administrator is a national banking association, duly organized, validly existing and in good standing under the laws of the United States of America and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement.

 

(ii)         This Agreement has been duly authorized, executed and delivered by the Certificate Administrator and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding instrument enforceable against the Certificate Administrator in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors’ rights in general and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

 

(iii)        Neither the execution and delivery of this Agreement by the Certificate Administrator nor the consummation by the Certificate Administrator of the transactions herein contemplated to be performed by the Certificate Administrator, nor compliance by the Certificate Administrator with the provisions hereof, will conflict with or result in a breach of, or constitute a default under, any of the provisions of any applicable law, governmental rule, regulation, judgment, decree or order binding on the Certificate Administrator or its properties or the organizational documents of the Certificate Administrator or the terms of any material agreement, instrument or indenture to which the Certificate Administrator is a party or by which it is bound which, in the Certificate Administrator’s good faith and reasonable judgment, is likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement.

 

(iv)        The Certificate Administrator is not in violation of, and the execution and delivery of this Agreement by the Certificate Administrator and its performance and compliance with the terms of this Agreement will not constitute a violation with respect to, any order or decree of any court binding on the Certificate Administrator or any law, order or regulation of any federal, state, municipal or governmental agency having jurisdiction, or result in the creation or imposition of any lien, charge or encumbrance which, in any such event, would have consequences that are likely to affect materially and adversely the ability of the Certificate Administrator to perform its obligations under this Agreement.

 

(v)        No consent, approval, authorization or order of, or registration or filing with, or notice to any court or governmental agency or body, is required for the execution, delivery and performance by the Certificate Administrator of or compliance by the Certificate Administrator with this Agreement, or if required, such approval has been obtained prior to the Cut-off Date or which, if not obtained, would have a materially adverse effect on the Certificate Administrator’s ability to perform its obligations hereunder.


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(vi)        To the best of the Certificate Administrator’s knowledge, no litigation is pending or threatened against the Certificate Administrator which would prohibit its entering into or materially and adversely affect its ability to perform its obligations under this Agreement or the Indemnification Agreement, dated as of the Pricing Date, between the Certificate Administrator, the Depositor and the Underwriters.

 

(f)         The Operating Advisor hereby represents and warrants to the Trustee, the Depositor, the Certificate Administrator, the Master Servicer, the Special Servicer, the Asset Representations Reviewer and the Serviced Companion Loan Noteholders, as of the Closing Date, that:

 

(i)         The Operating Advisor is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York and has full power, authority and legal right to own its properties and conduct its business as presently conducted and to execute, deliver and perform the terms of this Agreement.

 

(ii)         The execution and delivery of this Agreement by the Operating Advisor, and the performance and compliance with the terms of this Agreement by the Operating Advisor, do not (A) violate the Operating Advisor’s organizational documents or (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Operating Advisor or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under this Agreement or its financial condition;

 

(iii)        The Operating Advisor has the full limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance by it of this Agreement, and has duly executed and delivered this Agreement;

 

(iv)        This Agreement, assuming due authorization, execution and delivery by the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer, and the Depositor, constitutes a valid, legal and binding obligation of the Operating Advisor, enforceable against the Operating Advisor in accordance with the terms hereof, subject to applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)        The Operating Advisor is not in default with respect to any law, any order or decree of any court, or any order, regulation or demand of any federal, state, municipal or governmental agency, which default, in the Operating Advisor’s reasonable judgment, is likely to materially and adversely affect the financial condition or operations of the Operating Advisor or its properties taken as a whole or its ability to perform its duties and obligations hereunder;


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(vi)        No litigation is pending or, to the best of the Operating Advisor’s knowledge, threatened against the Operating Advisor which would prohibit the Operating Advisor from entering into this Agreement or, in the Operating Advisor’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Operating Advisor to perform its obligations under this Agreement or the financial condition of the Operating Advisor; and

 

(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by the Operating Advisor, or compliance by the Operating Advisor with, this Agreement or the consummation of the transactions of the Operating Advisor contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained, or which, if not obtained would not have a materially adverse effect on the ability of the Operating Advisor to perform its obligations hereunder; 

 

(viii)      The Operating Advisor possesses sufficient financial strength to fulfill its duties and responsibilities pursuant to this Agreement over the life of the Trust; and

 

(ix)        The Operating Advisor is an Eligible Operating Advisor.

 

(g)        The Asset Representations Reviewer hereby represents and warrants to the Trustee, for its own benefit and the benefit of the Certificateholders, and to the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator, as of the Closing Date, that:

 

(i)         The Asset Representations Reviewer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of New York, and the Asset Representations Reviewer is in compliance with the laws of each State in which any Mortgaged Property is located to the extent necessary to perform its obligations under this Agreement;

 

(ii)         The execution and delivery of this Agreement by the Asset Representations Reviewer, and the performance and compliance with the terms of this Agreement by the Asset Representations Reviewer, do not (A) violate the Asset Representations Reviewer’s organizational documents, (B) constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or result in the breach of, any material agreement or other material instrument to which it is a party or which is applicable to it or any of its assets, or (C) violate any law, rule, regulation, order, judgment or decree to which the Asset Representations Reviewer or its property is subject, which, in the case of either (B) or (C), is likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or its financial condition;

 

(iii)        The Asset Representations Reviewer has the full limited liability company power and authority to enter into and consummate all transactions to be performed by it contemplated by this Agreement, has duly authorized the execution, delivery and performance of this Agreement, and has duly executed and delivered this Agreement;


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(iv)        This Agreement, assuming due authorization, execution and delivery by the other parties hereto, constitutes a valid, legal and binding obligation of the Asset Representations Reviewer, enforceable against the Asset Representations Reviewer in accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, receivership, moratorium and other laws affecting the enforcement of creditors’ rights generally, and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law;

 

(v)        The Asset Representations Reviewer is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, order or decree of any court or arbiter, or any order regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect either the ability of the Asset Representations Reviewer to perform its obligations under this Agreement or the financial condition of the Asset Representations Reviewer;

 

(vi)        No litigation is pending or, to the best of the Asset Representations Reviewer’s knowledge, threatened against the Asset Representations Reviewer, which would prohibit the Asset Representations Reviewer from entering into this Agreement or, in the Asset Representations Reviewer’s good faith and reasonable judgment, is likely to materially and adversely affect the ability of the Asset Representations Reviewer to perform its obligations under this Agreement; and

 

(vii)       No consent, approval, authorization or order of any court or governmental agency or body is required under federal or state law for the execution, delivery and performance by the Asset Representations Reviewer of, or compliance by the Asset Representations Reviewer with, this Agreement or the consummation of the transactions of the Asset Representations Reviewer contemplated by this Agreement, except for any consent, approval, authorization or order which has been obtained or can be obtained prior to the actual performance by the Asset Representations Reviewer of its obligations under this Agreement, or which, if not obtained would not have a materially adverse effect on the ability of the Asset Representations Reviewer to perform its obligations hereunder; and

 

(viii)      The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.

 

Section 2.06      Execution and Delivery of Certificates; Issuance of Trust Subordinate Loan Regular Interests and Lower-Tier Regular Interests. The Trustee acknowledges the assignment to it of the Mortgage Loans and the Trust Subordinate Companion Loan and the delivery of the Mortgage Files to the Custodian (to the extent the documents constituting the Mortgage Files are actually delivered to the Custodian), subject to the provisions of Section 2.01 and Section 2.03 of this Agreement and, concurrently with such delivery, (i) acknowledges and hereby declares that it holds the Mortgage Loans for the benefit of (y) the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) and (z) the Holder of the Lower-Tier Regular Interests; (ii) in exchange for the Mortgage Loans, acknowledges the issuance of the Lower-Tier Regular Interests and the Lower-Tier Residual Interest represented by the Class R 


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Certificates; (iii) acknowledges and hereby declares that it holds the Trust Subordinate Companion Loan for the benefit of (y) the Holders of the Class R Certificates (in respect of the Trust Subordinate Companion Loan Residual Interest) and (z) the Holder of the Trust Subordinate Companion Loan Regular Interests; (iv) in exchange for the Trust Subordinate Companion Loan, acknowledges the issuance of the Trust Subordinate Companion Loan Regular Interests and the Trust Subordinate Companion Loan Residual Interest represented by the Class R Certificates; (v) acknowledges the contribution by the Depositor of the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests to the Upper-Tier REMIC and hereby declares that it holds the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests on behalf of (x) the Upper-Tier REMIC, (y) the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest) and (z) the Holders of the Regular Certificates; (vi) in exchange for the Lower-Tier Regular Interests and the Trust Subordinate Companion Loan Regular Interests, has caused to be executed and caused to be authenticated and delivered to or upon the order of the Depositor, or as directed by the terms of this Agreement, the Regular Certificates and the Class R Certificates, in authorized denominations; and (vii) acknowledges and hereby declares that it holds the Stanwix Excess Liquidation Proceeds Option for the sole benefit of the Holders of the Class SWRR Certificates; and the Depositor hereby acknowledges the receipt by it or its designees of the Regular Certificates, the Class S Certificates and the Class R Certificates, which Certificates evidence ownership of the entire Trust Fund.

 

The Depositor, as of the Closing Date, and concurrently with the execution and delivery of this Agreement, does hereby assign without recourse all the right, title and interest of the Depositor in and to the Excess Interest to the Trustee for the benefit of the holders of the Class S Certificates. The Trustee (i) acknowledges the assignment to it of the Excess Interest, (ii) declares that it holds and will hold such Excess Interest in trust for the exclusive use and benefit of all present and future Holders of the Class S Certificates and (iii) has caused the Certificate Administrator to execute, and has caused the Authenticating Agent to authenticate and to deliver to or upon the order of the Depositor, in exchange for the Excess Interest, and the Depositor hereby acknowledges the receipt by it or its designees of the Class S Certificates in authorized Denominations.

 

Section 2.07      Miscellaneous REMIC and Grantor Trust Provisions. (a) The Lower-Tier Regular Interests issued hereunder are hereby designated as the “regular interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(1) of the Code, and the Lower-Tier Residual Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests” in the Lower-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Trust Subordinate Companion Loan Regular Interests issued hereunder are hereby designated as the “regular interests” in the Trust Subordinate Companion Loan REMIC within the meaning of Section 860G(a)(1) of the Code, and the Trust Subordinate Companion Loan Residual Interest, represented by the Class R Certificates, is hereby designated as the sole class of “residual interests” in the Trust Subordinate Companion Loan REMIC within the meaning of Section 860G(a)(2) of the Code. The Regular Certificates 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 Upper-Tier Residual Interest, represented by the Class R Certificates is hereby designated as the sole Class of “residual interests” in the Upper-Tier REMIC within the meaning of Section 860G(a)(2) of the Code. The Closing Date is hereby designated as the “Startup Day“ of each Trust REMIC within the meaning of Section 860G(a)(9) of the Code. The “latest possible 


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maturity date” of the Lower-Tier Regular Interests, the Trust Subordinate Companion Loan Regular Interests and the Regular Certificates for purposes of Section 860G(a)(l) of the Code is the Rated Final Distribution Date.

 

(b)        None of the Depositor, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer shall enter into any arrangement by which the Trust Fund will receive a fee or other compensation for services other than as specifically contemplated herein.

 

(c)        The Class S Certificates shall represent undivided beneficial interests in its corresponding portion of the Trust Fund consisting of the Class S Specific Grantor Trust Assets. The Grantor Trust shall be treated as a “grantor trust” within the meaning of subpart E, part I of subchapter J of the Code.

 

ARTICLE III

 

ADMINISTRATION AND SERVICING
OF THE TRUST FUND

 

Section 3.01      The Master Servicer to Act as Master Servicer; Special Servicer to Act as Special Servicer; Administration of the Mortgage Loans, the Trust Subordinate Companion Loan and the Serviced Companion Loans. (a) The Master Servicer (generally with respect to Mortgage Loans (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan and Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer (generally with respect to Specially Serviced Loans and Serviced REO Properties), each as an independent contractor servicer, shall service and administer the Mortgage Loans (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan and the Serviced Companion Loans on behalf of the Trust Fund and the Trustee (as Trustee for the Certificateholders) and, in the case of any Serviced Whole Loan, the related Serviced Companion Loan Noteholders, (as a collective whole as if such Certificateholders and Serviced Companion Loan Noteholders, as applicable, constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan)), in each case, in accordance with the Servicing Standard.

 

The Master Servicer’s or Special Servicer’s liability for actions and omissions in its capacity as Master Servicer or Special Servicer, as the case may be, hereunder is limited as provided herein (including, without limitation, pursuant to Section 6.03 hereof). To the extent consistent with the foregoing and subject to any express limitations set forth in this Agreement, the Master Servicer and Special Servicer shall seek to maximize the timely and complete recovery of principal and interest on the Mortgage Notes; provided, that nothing herein contained shall be construed as an express or implied guarantee by the Master Servicer or Special Servicer of the collectability of the Mortgage Loans, the Trust Subordinate Companion Loan or the Serviced Companion Loans. Subject only to the Servicing Standard, the Master Servicer and Special Servicer shall have full power and authority, acting alone or through sub-servicers (subject to paragraph (b) of this Section 3.01, to the related sub-servicing agreement with each sub-servicer and to Section 3.02 of this Agreement), to do or cause to be done any and all things in connection with such servicing and administration that it may deem consistent with the Servicing Standard 


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and, in its reasonable judgment, in the best interests of the Certificateholders, including, without limitation, with respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan, and in the case of the Serviced Whole Loans, in the best interests of the Certificateholders and the Serviced Companion Loan Noteholders, as a collective whole as if such Certificateholders and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Subordinate Companion Loan, taking into account the subordinate nature of such Serviced Subordinate Companion Loan)) to prepare, execute and deliver, on behalf of the Certificateholders and Serviced Companion Loan Noteholders and the Trustee or any of them: (i) any and all financing statements, continuation statements and other documents or instruments necessary to maintain the lien on each Mortgaged Property and related collateral; (ii) any modifications, waivers, consents or amendments to or with respect to any documents contained in the related Mortgage File; and (iii) any and all instruments of satisfaction or cancellation, or of partial or full release or discharge, and all other comparable instruments, with respect to such Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties. Notwithstanding the foregoing, neither the Master Servicer nor the Special Servicer shall modify, amend, waive or otherwise consent to any change of the terms of any Mortgage Loan or the Trust Subordinate Companion Loan except under the circumstances described in Section 3.03, Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26 and Section 3.27 hereof. The Master Servicer (with respect to Mortgage Loans (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan and Serviced Companion Loans that are not Specially Serviced Loans) and the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans) shall provide to the Borrowers related to such Mortgage Loans and Serviced Whole Loans any reports required to be provided to them pursuant to the related Loan Documents. The Trustee shall, upon the receipt of a written request of a Servicing Officer, execute and deliver to the Master Servicer and Special Servicer, as applicable, any powers of attorney (in the form attached hereto as Exhibit DD, or such other form as mutually agreed to by the Trustee and the Master Servicer or the Special Servicer, as applicable) and other documents (including but not limited to other powers of attorney) prepared by the Master Servicer and Special Servicer, as applicable, and necessary or appropriate (as certified in such written request) to enable the Master Servicer and Special Servicer, as applicable, to carry out their servicing and administrative duties hereunder. The Trustee shall not be held liable for any misuse of any such power of attorney or such other documents by the Master Servicer and Special Servicer, as applicable. Notwithstanding anything contained herein to the contrary, none of the Master Servicer or the Special Servicer shall, without the Trustee’s written consent: (i) initiate any action, suit or proceeding solely under the Trustee’s name without indicating the Master Servicer’s or the Special Servicer’s, as the case may be, representative capacity (unless prohibited by any requirement of the applicable jurisdiction in which any such action, suit or proceeding is brought and if so prohibited, in the manner required by such jurisdiction (provided that the Master Servicer or the Special Servicer, as applicable, shall then provide five (5) Business Days’ written notice to the Trustee of the initiation of such action, suit or proceeding (or such shorter time period as is reasonably required in the judgment of the Master Servicer or the Special Servicer, as applicable, made in accordance with the Servicing Standard) prior to filing such action, suit or proceeding), and shall not be required to obtain the Trustee’s consent or indicate the Master Servicer’s or the Special Servicer’s, as applicable, representative capacity); or (ii) take any action with the intent to cause, and that actually causes, the Trustee to be registered to do business in any state.


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(b)        Unless otherwise provided in the related Mortgage Note or related Co-Lender Agreement, the Master Servicer shall apply any partial Principal Prepayment received on a Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan or Serviced Companion Loan, as applicable, on a date other than a Due Date to the unpaid principal balance of such Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately following the date of receipt of such partial Principal Prepayment. Unless otherwise provided in the related Mortgage Note or related Co-Lender Agreement, the Master Servicer shall apply any amounts received on U.S. Treasury obligations in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan or Serviced Companion Loan, as applicable, being defeased pursuant to its terms to the unpaid principal balance of and interest on such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Companion Loan, as applicable, as of the Due Date immediately following the receipt of such amounts.

 

(c)        The Master Servicer and the Special Servicer, may enter into Sub-Servicing Agreements with third parties with respect to any of its respective obligations hereunder, provided that (i) any such agreement requires the Sub-Servicer to comply in all material respects with all of the applicable terms and conditions of this Agreement and shall be consistent with the provisions of this Agreement, the terms of the respective Loan Documents and, in the case of a Serviced Companion Loan, the related Co-Lender Agreement, (ii) if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, any such agreement provides that (x) the failure of such Sub-Servicer to comply with any of the requirements under Article X of this Agreement applicable to such Sub-Servicer, including the failure to deliver any reports or certificates at the time such report or certification is required under Article X and (y) the failure of such Sub-Servicer to comply with any requirements to deliver any items required by Items 1122 and 1123 of Regulation AB under any other pooling and servicing agreement relating to any other series of certificates offered by the Depositor or backed by a Serviced Companion Loan shall constitute an event of default by such Sub-Servicer upon the occurrence of which the Master Servicer shall (and the Depositor may) immediately terminate the related Sub-Servicer under the related Sub-Servicing Agreement, which termination shall be deemed for cause, (iii) no Sub-Servicer retained by the Master Servicer or the Special Servicer, as applicable, shall be permitted to make Major Decisions or otherwise grant any modification, waiver, extension, forbearance or amendment to any Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Companion Loan, as applicable, or foreclose any Mortgage without the approval of the Master Servicer or the Special Servicer, as applicable, which approval shall be given or withheld in accordance with the procedures set forth in Section 3.09, Section 3.10, Section 3.24, Section 3.25, Section 3.26, Section 3.27, (as applicable), (iv) such agreement shall be consistent with the Servicing Standard, (v) such Sub-Servicer must be terminable by the Master Servicer or Special Servicer, whichever retained it, if the Master Servicer or Special Servicer, as applicable, considers removal to be in the best interests of the Certificateholders (except that a Mortgage Loan Seller Sub-Servicer may only be terminated for cause), and (vi) with respect to any Sub-Servicing Agreement entered into after the Closing Date, if such Sub-Servicer is a Servicing Function Participant or an Additional Servicer, such Sub-Servicer, at the time the related Sub-Servicing Agreement is entered into, is not a Prohibited Party. Any such Sub-Servicing Agreement may permit the Sub-Servicer to delegate its duties to agents or Subcontractors so long as the related agreements or arrangements with such agents or Subcontractors are consistent with the provisions of this Section 3.01(c) 

 


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(including, for the avoidance of doubt, that no such agent or Subcontractor is a Prohibited Party, if such agent or Subcontractor would be a Servicing Function Participant, at the time the related sub-servicing agreement is entered into). Any monies received by a Sub-Servicer pursuant to a Sub-Servicing agreement (other than sub-servicing fees) shall be deemed to be received by the Master Servicer on the date received by such Sub-Servicer. Each of the Master Servicer and Special Servicer shall monitor the performance of any Sub-Servicer retained by it.

 

Any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as applicable, shall provide that if for any reason the Master Servicer or Special Servicer, as applicable, is no longer acting in that capacity (including without limitation, by reason of a Servicer Termination Event), the Trustee or any successor Master Servicer or Special Servicer, as applicable, may assume or terminate such party’s rights and obligations (in its sole discretion, provided that a Sub-Servicing Agreement with any Mortgage Loan Seller Sub-Servicer may be terminated only with cause), without cost or obligation to the assuming party or the Trust Fund, upon the assumption by such party of the obligations, except to the extent they arose prior to the date of assumption, of the Master Servicer or the Special Servicer, as applicable, pursuant to Section 7.02 (it being understood that any such obligations shall be the obligations of the terminated Master Servicer or Special Servicer, as applicable, only).

 

Any Sub-Servicing Agreement, and any other transactions or services relating to the Mortgage Loans, the Trust Subordinate Companion Loan or the Serviced Companion Loans involving a Sub-Servicer, shall be deemed to be between the Master Servicer or the Special Servicer, as applicable, and such Sub-Servicer alone, and the Trustee, the Certificate Administrator, the Trust Fund, the Operating Advisor, the Asset Representations Reviewer, the Certificateholders and, if applicable, Serviced Companion Loan Noteholders shall not be deemed parties thereto and shall have no claims, rights (except as specified below), obligations, duties or liabilities with respect to the Sub-Servicer, except as set forth in Section 3.01(c)(ii) and Section 3.01(d).

 

Any Sub-Servicing Agreement as to which a Mortgage Loan Seller required the Master Servicer to enter into shall provide that the Master Servicer (and any successor Master Servicer) or Trustee may only terminate the related Mortgage Loan Seller Sub-Servicer for cause pursuant to such Sub-Servicing Agreement and as otherwise specified in such Sub-Servicing Agreement.

 

Notwithstanding the provisions of any Sub-Servicing Agreement and this Section 3.01, in no event shall the Trust Fund, the Trustee, the Certificate Administrator, the Depositor or any Serviced Companion Loan Noteholder bear any termination fee required to be paid to any Sub-Servicer as a result of the termination of any Sub-Servicing Agreement. 

 

Notwithstanding any other provision of this Agreement, the Special Servicer shall not enter into any Sub-Servicing Agreement that provides for the performance by third parties of any or all of its obligations herein without, with respect to any Serviced Mortgage Loan other than an Excluded Loan and the Trust Subordinate Companion Loan and prior to the occurrence and continuance of a Control Termination Event, the consent of the Directing Holder, except to the extent necessary for the Special Servicer to comply with applicable regulatory requirements.

 

 
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(d)        If the Trustee or any successor Master Servicer assumes the obligations of the Master Servicer, or if the Trustee or any successor Special Servicer assumes the obligations of the Special Servicer, in each case in accordance with Section 7.02, the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to the extent necessary to permit the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, to carry out the provisions of Section 7.02, shall, without act or deed on the part of the Trustee, the successor Master Servicer or such successor Special Servicer, as applicable, succeed to all of the rights and obligations of the Master Servicer or the Special Servicer, as applicable, under any Sub-Servicing Agreement entered into by the Master Servicer or the Special Servicer, as applicable, pursuant to Section 3.01(c). In such event, such successor shall be deemed to have assumed all of the Master Servicer’s or the Special Servicer’s interest, as applicable, therein (but not any liabilities or obligations in respect of acts or omissions of the Master Servicer or the Special Servicer, as applicable, prior to such deemed assumption) and to have replaced the Master Servicer or the Special Servicer, as applicable, as a party to such Sub-Servicing Agreement to the same extent as if such Sub-Servicing Agreement had been assigned to such successor, except that the Master Servicer or the Special Servicer, as applicable, shall not thereby be relieved of any liability or obligations under such Sub-Servicing Agreement that accrued prior to the succession of such successor.

 

If the Trustee or any successor Master Servicer or Special Servicer, as applicable, assumes the servicing obligations of the Master Servicer or the Special Servicer, as applicable, then upon request of such successor, the Master Servicer or Special Servicer, as applicable, shall at its own expense (except (i) in the event that the Special Servicer is terminated pursuant to Section 3.22(b), at the expense of the Certificateholders effecting such termination, as applicable; or (ii) in the event that the Master Servicer or the Special Servicer is terminated pursuant to Section 6.04(c), at the expense of the Trust) deliver to such successor all documents and records relating to any Sub-Servicing Agreement and the Mortgage Loans and/or the Serviced Companion Loans, as applicable, then being serviced hereunder or thereunder and an accounting of amounts collected and held by it, if any, and shall otherwise use commercially reasonable efforts to effect the orderly and efficient transfer of any Sub-Servicing Agreement to such successor. Neither the Master Servicer nor the Special Servicer shall be required to assume the obligations of the other and nothing in this paragraph shall imply otherwise.

 

(e)        The parties hereto acknowledge that each Whole Loan is subject to the terms and conditions of the related Co-Lender Agreement and, with respect to a Non-Serviced Mortgage Loan, further subject to the servicing under and all other terms and conditions of the Non-Serviced PSA. The parties hereto further recognize the respective rights and obligations of each Companion Loan Noteholder under the related Co-Lender Agreement, including, without limitation with respect to (A) the allocation of collections (and all other amounts received in connection with the related Whole Loan) on or in respect of the related Mortgage Loan and (B) the allocation of Default Interest on or in respect of the related Mortgage Loan.

 

Notwithstanding anything herein to the contrary, the parties hereto acknowledge and agree that the Master Servicer’s and the Special Servicer’s obligations and responsibilities hereunder and the Master Servicer’s and the Special Servicer’s authority with respect to the Serviced Whole Loans are limited by and subject to the terms of the related Co-Lender Agreement and, with respect to any Non-Serviced Mortgage Loan, the rights of the Non-Serviced Master 

 


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Servicer and the Non-Serviced Special Servicer under the Non-Serviced PSA. The Master Servicer shall, consistent with the applicable Servicing Standard, enforce the rights of the Trustee (as holder of a Non-Serviced Mortgage Loan) under the related Co-Lender Agreement and the Non-Serviced PSA. The parties hereto acknowledge that each Non-Serviced Whole Loan and any related REO Property are being serviced and administered under the related Non-Serviced PSA and the Non-Serviced Master Servicer will make any Servicing Advances required thereunder in respect of such Non-Serviced Whole Loan and remit collections on the Non-Serviced Mortgage Loan to or on behalf of the Trust. None of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee shall have any obligation or authority to supervise the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer or the related Other Trustee or to make Servicing Advances with respect to any such Non-Serviced Whole Loan. Although each Non-Serviced Whole Loan is being serviced under the related Non-Serviced PSA, the Directing Holder may have certain information and consultation rights relating to the servicing of the Non-Serviced Whole Loan pursuant to the terms of the related Co-Lender Agreement and the related Non-Serviced PSA. Any obligation of the Master Servicer or Special Servicer, as applicable, to provide information and collections to the Trustee, the Certificate Administrator and the Certificateholders with respect to any Non-Serviced Whole Loan shall be dependent on its receipt of the corresponding information and collections from the related Other Servicer or the related Other Special Servicer. Nothing herein shall be deemed to override the provisions of a Co-Lender Agreement with respect to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and obligations with respect to such Non-Serviced Whole Loans. In the event of any inconsistency or discrepancy between the provisions, terms or conditions of a Co-Lender Agreement related to a Non-Serviced Whole Loan and the provisions, terms or conditions of this Agreement, the related Co-Lender Agreement shall govern. Notwithstanding the foregoing with respect to the mechanics and process of obtaining Directing Holder consent with respect to The Stanwix Whole Loan, this Agreement shall control over the related Co-Lender Agreement (but, for so long as no Stanwix Control Appraisal Period exists, only if the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan is part of the Trust).

 

If any Mortgage Loan included in any Serviced Whole Loan is no longer part of the Trust Fund and the servicing and administration of such Serviced Whole Loan is to be governed by a separate servicing agreement and not by this Agreement, the Master Servicer and, if such Serviced Whole Loan is then being specially serviced hereunder, the Special Servicer, shall continue to act in such capacities under such separate servicing agreement, which agreement shall be reasonably acceptable to the Master Servicer and/or the Special Servicer, as the case may be, and shall contain servicing and administration, limitation of liability, indemnification and servicing compensation provisions substantially similar to the corresponding provisions of this Agreement, except that such Serviced Whole Loan and the related Mortgaged Property shall be serviced as if they were the sole assets serviced and administered thereunder and the sole source of funds thereunder and except that there shall be no further obligation of any Person to make P&I Advances. All amounts due the Master Servicer, the Trustee and the Special Servicer (including Advances and interest thereon) pursuant to this Agreement and the applicable Co-Lender Agreement shall be paid to the Master Servicer, the Trustee and the Special Servicer by the successor Master Servicer or Special Servicer, as applicable, or as an Additional Trust Fund Expense on the first Master Servicer Remittance Date following termination. In addition, until such time as a separate servicing agreement with respect to such Serviced Whole Loan and any 

 


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 related Serviced REO Property has been entered into and, notwithstanding that neither such Mortgage Loan nor any related Serviced REO Property is part of the Trust Fund, the Custodian shall continue to hold the Mortgage File and the Master Servicer and, if applicable, the Special Servicer shall (subject to the preceding sentence) continue to service such Serviced Whole Loan or any related Serviced REO Property, as the case may be, under this Agreement as if it were a separate servicing agreement. Nothing herein shall be deemed to override the provisions of a Co-Lender Agreement with respect to the rights of the related noteholders thereunder and with respect to the servicing and administrative duties and obligations with respect to such Serviced Whole Loans. In the event of any inconsistency or discrepancy between the provisions, terms or conditions of a Co-Lender Agreement related to a Serviced Whole Loan and the provisions, terms or conditions of this Agreement, the related Co-Lender Agreement shall govern, and as to any matter on which such Co-Lender Agreement is silent or makes reference to this Agreement, this Agreement shall govern. Notwithstanding the foregoing with respect to the mechanics and process for obtaining Directing Holder consent with respect to The Stanwix Whole Loan, the provisions of this Agreement shall control over the related Co-Lender Agreement (but, for so long as no Stanwix Control Appraisal Period exists, only if the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan is part of the Trust).

 

Section 3.02      Liability of the Master Servicer and the Special Servicer When Sub-Servicing. Notwithstanding any Sub-Servicing Agreement, any of the provisions of this Agreement relating to agreements or arrangements between the Master Servicer or Special Servicer, as applicable, and any Person acting as sub-servicer (or its agents or Subcontractors) or any reference to actions taken through any Person acting as sub-servicer or otherwise, the Master Servicer or the Special Servicer, as applicable, shall remain obligated and primarily liable to the Trustee (on behalf of the Certificateholders), the Certificateholders the Certificateholders and, with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders, for the servicing and administering of the Mortgage Loans, the Trust Subordinate Companion Loan and Serviced Companion Loans in accordance with the provisions of this Agreement without diminution of such obligation or liability by virtue of such sub-servicing agreements or arrangements or by virtue of indemnification from the Depositor or any other Person acting as sub-servicer (or its agents or Subcontractors) to the same extent and under the same terms and conditions as if the Master Servicer or the Special Servicer, as applicable, alone were servicing and administering the Mortgage Loans and Serviced Companion Loans. Each of the Master Servicer and the Special Servicer shall be entitled to enter into an agreement with any sub-servicer providing for indemnification of the Master Servicer or the Special Servicer, as applicable, by such sub-servicer, and nothing contained in this Agreement shall be deemed to limit or modify such indemnification, but no such agreement for indemnification shall be deemed to limit or modify this Agreement.

 

Section 3.03      Collection of Mortgage Loan and Serviced Companion Loan Payments. The Master Servicer (with respect to all the Mortgage Loans (other than a Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan and the other Serviced Companion Loans (other than Specially Serviced Loans) that the Master Servicer is servicing) and the Special Servicer (with respect to Specially Serviced Loans) shall use reasonable efforts to collect all payments called for under the terms and provisions of the Mortgage Loans (other than the Non-Serviced Mortgage Loans), the Trust Subordinate Companion Loan and the Serviced Companion Loans each is obligated to service hereunder, and shall follow the Servicing Standard with respect to such collection procedures; provided, that nothing herein contained shall be construed as an 

 

 
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 express or implied guarantee by the Master Servicer or the Special Servicer of the collectability of the Mortgage Loans, the Trust Subordinate Companion Loan or the Serviced Companion Loans; provided, further, that with respect to such Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans, as applicable, that have Anticipated Repayment Dates, so long as the related Borrower is in compliance with each provision of the related Loan Documents, the Master Servicer and Special Servicer (including the Special Servicer in its capacity as a Certificateholder, if applicable) shall not take any enforcement action with respect to the failure of the related Borrower to make any payment of Excess Interest, other than requests for collection, until the final Maturity Date of such Mortgage Loan or Serviced Whole Loan, as applicable, or the outstanding principal balance of such Mortgage Loan or Serviced Whole Loan, as applicable, has been paid in full, however, consistent with the applicable Servicing Standard, the Master Servicer, or the Special Servicer each may in its discretion waive the Excess Interest (even at the final Maturity Date) in connection with any Mortgage Loan or the Trust Subordinate Companion Loan that it is obligated to service hereunder if taking such action is in the best interests of the Certificateholders as a collective whole. With respect to each Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from Borrowers as required by the Loan Documents and the terms hereof. The Master Servicer shall provide at least 90 days’ notice (with a copy to the Special Servicer) to the Borrowers of Balloon Payments coming due on Performing Loans (other than a Non-Serviced Mortgage Loan). Consistent with the foregoing, the Master Servicer (with respect to each Performing Loan) or the Special Servicer (with respect to Specially Serviced Loans) may in their discretion waive any late payment charge or Default Interest in connection with any delinquent Periodic Payment or Balloon Payment with respect to any Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Companion Loan that it is servicing. In addition, the Special Servicer shall be entitled to take such actions with respect to the collection of payments on the Mortgage Loans, the Trust Subordinate Companion Loan and the Serviced Companion Loans as are permitted or required under this Agreement.

 

Section 3.04      Collection of Taxes, Assessments and Similar Items; Escrow Accounts. (a) The Master Servicer, in the case of all Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is servicing and the Trust Subordinate Companion Loan, shall maintain accurate records with respect to each related Mortgaged Property reflecting the status of taxes, assessments and other similar items that are or may become a lien on the related Mortgaged Property and the status of insurance premiums payable with respect thereto. With respect to each Specially Serviced Loan, the Special Servicer shall use its reasonable efforts, consistent with the Servicing Standard, to collect income statements and rent rolls from Borrowers as required by the Loan Documents. The Special Servicer, in the case of Serviced REO Loans, and the Master Servicer shall, in the case of all Mortgage Loans (other than a Non-Serviced Mortgage Loan) that it is servicing and the Trust Subordinate Companion Loan, use reasonable efforts consistent with the Servicing Standard to, from time to time, (i) obtain all bills for the payment of such items (including renewal premiums), and (ii) effect, or, if the Special Servicer, to use reasonable efforts to cause the Master Servicer to effect, payment of all such bills with respect to such Mortgaged Properties prior to the applicable penalty or termination date, in each case employing for such purpose Escrow Payments as allowed under the terms of the related Loan Documents for the related Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Companion Loan. If a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion Loan fails to make any such payment on a timely basis or collections

 


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 from the Borrower are insufficient to pay any such item before the applicable penalty or termination date, the Master Servicer shall advance the amount of any shortfall as a Servicing Advance unless the Master Servicer determines in accordance with the Servicing Standard that such Advance would be a Nonrecoverable Advance (provided that with respect to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second to last paragraph in Section 3.21(e) of this Agreement). The Master Servicer and the Trustee, as applicable, shall be entitled to reimbursement of Servicing Advances, with interest thereon at the Reimbursement Rate, that it makes pursuant to this Section 3.04 of this Agreement from amounts received on or in respect of the related Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Whole Loan respecting which such Advance was made or if such Advance has become a Nonrecoverable Advance, to the extent permitted by Section 3.06 of this Agreement. No costs incurred by the Master Servicer in effecting the payment of taxes and assessments on the Mortgaged Properties shall, for the purpose of calculating distributions to Certificateholders or Serviced Companion Loan Noteholders, be added to the amount owing under the related Mortgage Loans or Serviced Companion Loans, notwithstanding that the terms of such Mortgage Loans or Serviced Companion Loans so permit.

 

The parties acknowledge that with respect to Non-Serviced Mortgage Loans, the Other Servicer is obligated to make (or any other service provider provided for in the related Non-Serviced PSA may make) Servicing Advances with respect to such Non-Serviced Mortgage Loans pursuant to the related Non-Serviced PSA. The Non-Serviced Master Servicer (or other service provider) shall be entitled to reimbursement for nonrecoverable Servicing Advances (as such term or similar term may be defined in the related Non-Serviced PSA) with, in each case, any accrued and unpaid interest thereon provided for under the related Non-Serviced PSA in the manner set forth in such Non-Serviced PSA, the related Co-Lender Agreement and Section 3.06(a)(v) of this Agreement.

 

(b)        The Master Servicer shall segregate and hold all funds collected and received pursuant to any Mortgage Loan (other than any Non-Serviced Mortgage Loans), the Trust Subordinate Companion Loan or any Serviced Companion Loan that it is servicing constituting Escrow Payments separate and apart from any of its own funds and general assets and shall establish and maintain one or more segregated custodial accounts (each, an “Escrow Account”) into which all Escrow Payments shall be deposited within two (2) Business Days after receipt of properly identified funds and maintained in accordance with the requirements of the related Mortgage Loan or Serviced Whole Loan, as applicable, and in accordance with the Servicing Standard. The Master Servicer shall also deposit into each Escrow Account any amounts representing losses on Permitted Investments to the extent required pursuant to Section 3.07(b) of this Agreement and any Insurance Proceeds or Liquidation Proceeds which are required to be applied to the restoration or repair of any Mortgaged Property pursuant to the related Mortgage Loan or Serviced Whole Loan. Escrow Accounts shall be Eligible Accounts (except to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account); provided, if the ratings of the financial institution holding such account are downgraded to a ratings level below that of an Eligible Account (except to the extent the related Loan Documents require it to be held in an account that is not an Eligible Account), the Master Servicer shall have 30 days (or such longer time as confirmed by a Rating Agency Confirmation, obtained at the expense of the Master Servicer relating to the Certificates and any related Serviced Companion Loan Securities) to transfer such account to an Eligible Account. Escrow Accounts shall be entitled, 

 


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“KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 and Various Borrowers and, if applicable, Serviced Companion Loan Noteholders”. Withdrawals from an Escrow Account may be made by the Master Servicer only:

 

(i)         to effect timely payments of items constituting Escrow Payments for the related Mortgage;

 

(ii)         to transfer funds to the Collection Account and/or the applicable Serviced Whole Loan Custodial Account (or any sub-account thereof) to reimburse the Master Servicer or the Trustee for any Servicing Advance (with interest thereon at the Reimbursement Rate) relating to Escrow Payments, but only from amounts received with respect to the related Mortgage Loan and/or Serviced Whole Loan, as applicable, which represent late collections of Escrow Payments thereunder;

 

(iii)        for application to the restoration or repair of the related Mortgaged Property in accordance with the related Mortgage Loan and/or Serviced Whole Loan, as applicable, and the Servicing Standard;

 

(iv)        to clear and terminate such Escrow Account upon the termination of this Agreement or pay-off of the related Mortgage Loan and/or Serviced Whole Loan, as applicable;

 

(v)        to pay from time to time to the related Borrower any interest or investment income earned on funds deposited in the Escrow Account if such income is required to be paid to the related Borrower under law or by the terms of the Loan Documents for such Mortgage Loan or Serviced Whole Loan, or otherwise to the Master Servicer; or

 

(vi)        to remove any funds deposited in an Escrow Account that were not required to be deposited therein or to refund amounts to Borrowers determined to be overages.

 

(c)        The Master Servicer shall, as to each Mortgage Loan (other than any Non-Serviced Mortgage Loan), the Trust Subordinate Companion Loan and each Serviced Companion Loan that it is servicing, (i) maintain accurate records with respect to the related Mortgaged Property reflecting the status of real estate taxes, assessments and other similar items that are or may become a lien thereon and the status of insurance premiums and any ground rents payable in respect thereof and (ii) use reasonable efforts to obtain, from time to time, all bills for (or otherwise confirm) the payment of such items (including renewal premiums) and, for such Mortgage Loans, the Trust Subordinate Companion Loan and Serviced Companion Loans that require the related Borrower to escrow for such items, shall effect payment thereof prior to the applicable penalty or termination date. For purposes of effecting any such payment for which it is responsible, the Master Servicer shall apply Escrow Payments as allowed under the terms of the related Loan Documents for such Mortgage Loan, the Trust Subordinate Companion Loan and Serviced Companion Loan (or, if such Mortgage Loan or Serviced Companion Loan does not require the related Borrower to escrow for the payment of real estate taxes, assessments, insurance premiums, ground rents (if applicable) and similar items, the Master Servicer shall use reasonable

 


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 efforts consistent with the Servicing Standard to cause the related Borrower to comply with the requirement of the related Loan Documents that the Borrower make payments in respect of such items at the time they first become due and, in any event, prior to the institution of foreclosure or similar proceedings with respect to the related Mortgaged Property for nonpayment of such items). 

 

Section 3.05      Collection Accounts; Gain-on-Sale Reserve Account; Distribution Accounts; Interest Reserve Account and Serviced Whole Loan Custodial Accounts. (a) The Master Servicer shall establish and maintain a Collection Account, for the benefit of the Pooled Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests with respect to the Mortgage Loans that it is servicing. The Collection Account shall be established and maintained as an Eligible Account. Amounts attributable to Excess Interest will be assets of the Grantor Trust. Amounts attributable to the Companion Loans will not be assets of the Trust Fund.

 

The Master Servicer shall deposit or cause to be deposited in the Collection Account within two Business Days following receipt of properly identified funds of the following payments and collections received or made by or on behalf of it on or with respect to the Mortgage Loans subsequent to the Cut-off Date:

 

(i)         all payments on account of principal on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan), including the principal component of all Unscheduled Payments;

 

(ii)         all payments on account of interest on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) (net of the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges, Excess Interest and the interest component of all Unscheduled Payments;

 

(iii)        any amounts required to be deposited pursuant to Section 3.07(b) of this Agreement, in connection with net losses realized on Permitted Investments with respect to funds held in the Collection Account;

 

(iv)        all Net REO Proceeds withdrawn from the related REO Account (other than the Serviced Whole Loan REO Account) pursuant to Section 3.15(b) of this Agreement;

 

(v)        any amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan), to the extent not permitted to be retained by the Master Servicer as provided herein;

 

(vi)        all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of any Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole Loan) or any REO Property (other than a Serviced REO Property related to a Serviced Whole Loan), other than Liquidation Proceeds that are received in connection with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 of this Agreement, together with any amounts representing recoveries of Nonrecoverable Advances, including any recovery of Unliquidated Advances, in respect of the related Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole 

 


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Loan); provided, that any Liquidation Proceeds related to a sale, pursuant to Section 3.16 hereof or pursuant to the related Co-Lender Agreement, of a Mortgage Loan included in a Serviced Whole Loan, and any Purchase Price or Substitution Shortfall Amount received pursuant to the related Mortgage Loan Purchase Agreement with respect to a Mortgage Loan in a Serviced Whole Loan, shall be deposited directly into the Collection Account and, notwithstanding anything in this Agreement to the contrary, applied solely to pay expenses relating to that Mortgage Loan as if it was not part of a Serviced Whole Loan and to Pooled Available Funds;

 

(vii)       Penalty Charges on the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan) to the extent required to offset interest on Advances and Additional Trust Fund Expenses pursuant to Section 3.12(c) of this Agreement;

 

(viii)      any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) of this Agreement in connection with losses resulting from a deductible clause in a blanket or master force-placed policy in respect of the Mortgage Loans (other than any Mortgage Loan related to a Serviced Whole Loan);

 

(ix)        any other amounts required by the provisions of this Agreement (including without limitation any amounts to be transferred from the Serviced Whole Loan Custodial Account pursuant to Section 3.06(b)(i)(B) and, with respect to the Companion Loans or any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set forth in the related Co-Lender Agreement or mezzanine intercreditor agreement, as applicable, other than in respect of a Serviced Whole Loan) to be deposited into the Collection Account by the Master Servicer or Special Servicer;

 

(x)        any Loss of Value Payments, as set forth in Section 3.06(e) of this Agreement; and

 

(xi)        in the case of any Mortgage Loan that is part of a Serviced Whole Loan, the amounts to be withdrawn from the related Serviced Whole Loan Custodial Account and deposited into the Collection Account pursuant to Section 3.06(b)(i).

 

In the case of Gain-on-Sale Proceeds, the Master Servicer shall make appropriate ledger entries received with respect thereto, which the Master Servicer shall hold for (i) the Trustee for the benefit of the Lower-Tier Regular Interests and (ii) for the benefit of the Certificateholders (other than the Holders of the Class S Certificates and the Loan-Specific Certificates) and the Trustee as the Holder of the Lower-Tier Regular Interests. Any Gain-on-Sale Proceeds shall be identified separately from any other amounts held in the Collection Account (with amounts attributable to each Class or Classes and any Serviced Companion Loan also identified separately).

 

The foregoing requirements for deposits in the Collection Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12 and the related Co-Lender Agreement), Assumption Fees, assumption application fees, Modification Fees and consent fees, loan service transaction fees, extension fees, demand fees, beneficiary statement charges and

 


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 similar fees need not be deposited in the Collection Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect to the Mortgage Loans that it is servicing as additional compensation.

 

If the Master Servicer deposits in the Collection Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Collection Account, any provision herein to the contrary notwithstanding.

 

Upon receipt of any of the amounts described in clauses (i), (ii), (v) and (vi) of this Agreement above with respect to any Specially Serviced Loan which is not a Serviced REO Loan, the Special Servicer shall remit such amounts within one (1) Business Day to the Master Servicer for deposit into the Collection Account, in accordance with the second paragraph of this Section 3.05 of this Agreement, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason; provided, that to the extent any of the foregoing amounts are received after 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business Day of receipt of such amount but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt of such amounts.

 

Any such amounts received by the Special Servicer with respect to a Serviced REO Property (other than any Serviced REO Property related to the Serviced Whole Loans) shall be deposited by the Special Servicer into the REO Account and remitted to the Master Servicer for deposit into the Collection Account pursuant to Section 3.15(b) of this Agreement. With respect to any related Serviced Whole Loan, the Special Servicer shall comply with Section 3.05(g) of this Agreement. With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier.

 

(b)        The Certificate Administrator shall establish and maintain the Lower-Tier REMIC Distribution Account in its own name for the benefit of the Trustee, for the benefit of the Pooled Certificateholders and the Trustee as the Holder of the Lower-Tier Regular Interests. The Lower-Tier REMIC Distribution Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account. The Certificate Administrator shall establish and maintain the Trust Subordinate Companion Loan REMIC Distribution Account in its own name for the benefit of the Trustee, for the benefit of the Loan-Specific Certificateholders and the Trustee as the Holder of the Trust Subordinate Companion Loan Regular Interests. The Trust Subordinate Companion Loan REMIC Distribution Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

(c)        With respect to each Distribution Date, the Master Servicer shall deliver to the Certificate Administrator on or before the Master Servicer Remittance Date the funds relating to the Mortgage Pool then on deposit in the Collection Account after giving effect to withdrawals of funds pursuant to Section 3.06 of this Agreement and funds relating to the Trust Subordinate

 


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 Companion Loan or any REO Trust Subordinate Companion Loan on deposit in the applicable Serviced Whole Loan Custodial Account after giving effect to withdrawals of funds pursuant to Section 3.06 of this Agreement. Upon receipt from the Master Servicer of such amounts held in the Collection Account and such Serviced Whole Loan Custodial Account, the Certificate Administrator shall deposit in (A) the Lower-Tier REMIC Distribution Account, all such amounts relating to the Mortgage Pool that were withdrawn from the Collection Account (exclusive of any portion thereof that represents Gain-on Sale Proceeds or Excess Interest), (B) the Trust Subordinate Companion Loan REMIC Distribution Account, all such amounts relating to the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan that were withdrawn from the applicable Serviced Whole Loan Custodial Account (exclusive of any portion thereof that represents Gain-on-Sale Proceeds), (C) the Gain-on-Sale Reserve Account, the amount of Gain-on-Sale Proceeds allocable to any Mortgage Loan (exclusive of any Gain-on-Sale Proceeds allocable to the Trust Subordinate Companion Loan) and (D) the Excess Interest Distribution Account, the Excess Interest to be distributed to the Holders of the Class S Certificates. The Certificate Administrator shall transfer Withheld Amounts from the Lower-Tier REMIC Distribution Account and/or the Trust Subordinate Companion Loan REMIC Distribution Account to the Interest Reserve Account as and when required by Section 3.05(e) of this Agreement. 

 

(d)        If any Loss of Value Payments are received in connection with a Material Defect or Material Breach, as the case may be, pursuant to or as contemplated by Section 2.04(f) of this Agreement, the Special Servicer shall establish and maintain one or more accounts (collectively, the “Loss of Value Reserve Fund”) to be held for the benefit of the Certificateholders, for purposes of holding such Loss of Value Payments. Each account that constitutes the Loss of Value Reserve Fund shall be an Eligible Account or a sub-account of an Eligible Account. The Special Servicer shall, upon receipt, deposit in the Loss of Value Reserve Fund all Loss of Value Payments received by it. The Certificate Administrator shall account for the Loss of Value Reserve Fund as an outside reserve fund within the meaning of Treasury Regulations Section 1.860G-2(h) and not an asset of any Trust REMIC or the Grantor Trust. Furthermore, for all federal tax purposes, the Certificate Administrator shall (i) treat amounts paid out of the Loss of Value Reserve Fund through the Collection Account or the related Serviced Whole Loan Custodial Account, as applicable, to the Certificateholders as paid to and distributed by the Trust REMICs and (ii) treat any amounts paid out of the Loss of Value Reserve Fund through the Collection Account to a Mortgage Loan Seller as distributions by the Trust Fund to such Mortgage Loan Seller as beneficial owner of the Loss of Value Reserve Fund. The applicable Mortgage Loan Seller will be the beneficial owner of the Loss of Value Reserve Fund for all federal income tax purposes, and shall be taxable on all income earned thereon.

 

(e)        The Certificate Administrator shall establish and maintain the Interest Reserve Account in its own name for the benefit of the Trustee, for the benefit of the Certificateholders (other than the Holders of the Class S Certificates) and the Trustee as the Holder of the Lower-Tier Regular Interests. The Interest Reserve Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

On each Master Servicer Remittance Date occurring in (i) January of each calendar year that is not a leap year and (ii) February of each calendar year, unless in either case such Master Servicer Remittance Date is the final Master Servicer Remittance Date, the Certificate

 


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 Administrator shall calculate the Withheld Amounts. On the Distribution Date relating to each such Master Servicer Remittance Date (prior to any distributions being made with respect to the Certificates on such Distribution Date), the Certificate Administrator shall, (A) with respect to each Mortgage Loan that does not accrue interest on the basis of a 360-day year of twelve 30-day months, withdraw from the Lower-Tier REMIC Distribution Account and deposit in the Interest Reserve Account an amount equal to the aggregate of the Withheld Amounts calculated in accordance with the previous sentence with respect to such Mortgage Loans and (B) with respect to the Trust Subordinate Companion Loan, withdraw from the Trust Subordinate Companion Loan REMIC Distribution Account and deposit in the Interest Reserve Account an amount equal to the Withheld Amount calculated in accordance with the previous sentence with respect to the Trust Subordinate Companion Loan. If the Certificate Administrator shall deposit in the Interest Reserve Account any amount not required to be deposited therein, it may at any time withdraw such amount from the Interest Reserve Account any provision herein to the contrary notwithstanding. On or prior to the Master Servicer Remittance Date in March of each calendar year (or in February if the final Distribution Date will occur in such month), the Certificate Administrator shall transfer (1) to the Lower-Tier REMIC Distribution Account the aggregate of all Withheld Amounts on deposit in the Interest Reserve Account relating to the Mortgage Loans and (2) to the Trust Subordinate Companion Loan REMIC Distribution Account any Withheld Amounts on deposit in the Interest Reserve Account relating to the Trust Subordinate Companion Loan.

 

(f)         The Certificate Administrator shall establish and maintain the Upper-Tier REMIC Distribution Account in its own name for the benefit of the Trustee and for the benefit of the Certificateholders. The Upper-Tier REMIC Distribution Account shall be established and maintained as an Eligible Account or a sub-account of an Eligible Account. Promptly on each Distribution Date, the Certificate Administrator shall withdraw or be deemed to withdraw (i) from the Lower-Tier REMIC Distribution Account and deposit or be deemed to deposit in the Upper-Tier REMIC Distribution Account on or before such date the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date to be distributed in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a) of this Agreement on such date and (ii) from the Trust Subordinate Companion Loan REMIC Distribution Account and deposit or be deemed to deposit in the Upper-Tier REMIC Distribution Account on or before such date the Trust Subordinate Companion Loan Distribution Amount and the amount of any Prepayment Premiums and Yield Maintenance Charges for such Distribution Date to be distributed in respect of the Trust Subordinate Companion Loan Regular Interests pursuant to Section 4.01(a) of this Agreement on such date.

 

(g)        With respect to each Serviced Whole Loan or any related Serviced REO Property, the Master Servicer shall maintain, or cause to be maintained, a Serviced Whole Loan Custodial Account in which the Master Servicer shall deposit or cause to be deposited within two Business Days following receipt of properly identified funds the following payments and collections received or made by or on behalf of it on such Serviced Whole Loan or Serviced REO Property subsequent to the Cut-off Date:

 

(i)         all payments on account of principal on such Serviced Whole Loan, including the principal component of Unscheduled Payments;

 


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(ii)         all payments on account of interest on such Serviced Whole Loan (net of the related Servicing Fees), including Prepayment Premiums, Default Interest, Yield Maintenance Charges and the interest component of all Unscheduled Payments;

 

(iii)        any amounts required to be deposited pursuant to Section 3.07(b), in connection with net losses realized on Permitted Investments with respect to funds held in such Serviced Whole Loan Custodial Account;

 

(iv)        all Net REO Proceeds withdrawn from the related REO Account in respect of such Serviced Whole Loan pursuant to Section 3.15(b);

 

(v)        any amounts received from Borrowers which represent recoveries of Property Protection Expenses and are allocable to such Serviced Whole Loan, to the extent not permitted to be retained by the Master Servicer as provided herein;

 

(vi)        all Insurance Proceeds, Condemnation Proceeds and Liquidation Proceeds received in respect of such Serviced Whole Loan or any related Serviced REO Property (other than Gain-on-Sale Proceeds and Liquidation Proceeds that are received in connection with a purchase of all the Mortgage Loans and any REO Properties in the Trust Fund and that are to be deposited in the Lower-Tier REMIC Distribution Account pursuant to Section 9.01 of this Agreement or, if applicable, a purchase of the Trust Subordinate Companion Loan and that are to be deposited in the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 9.01 of this Agreement) together with any amounts representing recoveries of Nonrecoverable Advances, including any recovery of Unliquidated Advances, in respect of such Serviced Whole Loan; provided, that (1) any Liquidation Proceeds related to a sale pursuant to Section 3.16 hereof or pursuant to the related Co-Lender Agreement of a Mortgage Loan included in a Serviced Whole Loan, and any Purchase Price or Substitution Shortfall Amount received pursuant to the related Mortgage Loan Purchase Agreement with respect to a Mortgage Loan in a Serviced Whole Loan, shall be deposited directly into the Collection Account, notwithstanding anything in this Agreement to the contrary, and applied solely to pay expenses relating to that Mortgage Loan as if it was not part of a Serviced Whole Loan and to Pooled Available Funds, and (2) any Liquidation Proceeds related to a sale of a related Serviced Companion Loan included in a Serviced Whole Loan, and any Purchase Price received pursuant to the related Mortgage Loan Purchase Agreement with respect to the Trust Subordinate Companion Loan, shall be deposited into the related Serviced Whole Loan Custodial Account and, notwithstanding anything in this Agreement to the contrary, applied solely to pay expenses relating to that Serviced Companion Loan and to pay amounts due to the related Serviced Companion Loan Noteholder (or, in the case of the Trust Subordinate Companion Loan, to Stanwix Available Funds);

 

(vii)       Penalty Charges on such Serviced Whole Loan to the extent required to offset interest on Advances and debt service advances made by a Serviced Companion Loan Service Provider and Additional Trust Fund Expenses pursuant to Section 3.12(d);

 


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(viii)      any amounts required to be deposited by the Master Servicer or the Special Servicer pursuant to Section 3.08(b) in connection with losses resulting from a deductible clause in a blanket or master force placed policy in respect of such Serviced Whole Loan;

 

(ix)        any other amounts required by the provisions of this Agreement (including with respect to the Companion Loans or any mezzanine indebtedness that may exist on a future date, all amounts received pursuant to the cure and purchase rights or reimbursement obligations set forth in the related Co-Lender Agreement or mezzanine intercreditor agreement, as applicable) to be deposited into the applicable Serviced Whole Loan Custodial Account by the Master Servicer or the Special Servicer;

 

(x)        any cure payments remitted by any Serviced Companion Loan Noteholder pursuant to the related Co-Lender Agreement; and

 

(xi)        any Compensating Interest Payments in respect of such Serviced Whole Loan pursuant to Section 3.17(c).

 

The foregoing requirements for deposits into the applicable Serviced Whole Loan Custodial Account shall be exclusive, it being understood and agreed that, without limiting the generality of the foregoing, payments in the nature of late payment charges (subject to Section 3.12 hereof), Assumption Fees, assumption application fees, Modification Fees, consent fees, loan service transaction fees, extension fees, demand fees, beneficiary statement charges and similar fees need not be deposited into the applicable Serviced Whole Loan Custodial Account by the Master Servicer or the Special Servicer, as applicable, and, to the extent permitted by applicable law, the Master Servicer or the Special Servicer, as applicable in accordance with Section 3.12 hereof, shall be entitled to retain any such charges and fees received with respect to the Serviced Whole Loans as additional compensation. If the Master Servicer deposits in the applicable Serviced Whole Loan Custodial Account any amount not required to be deposited therein, it may at any time withdraw such amount from such Serviced Whole Loan Custodial Account, any provision herein to the contrary notwithstanding.

 

Each Serviced Whole Loan Custodial Account shall be maintained as a segregated account, separate and apart from any trust fund created for mortgage backed securities of other series and the other accounts of the Master Servicer; provided, that such Serviced Whole Loan Custodial Account may be a sub-account of the Master Servicer’s Collection Account or may be maintained on a ledger basis but shall, for purposes of this Agreement, be treated as a separate account. Each Serviced Whole Loan Custodial Account shall be established and maintained as an Eligible Account or as a sub-account of an Eligible Account.

 

Upon receipt of any of the foregoing amounts described in clauses (i), (ii), (v) and (vi) above with respect to each Serviced Whole Loan for so long as it is a Specially Serviced Loan but is not a Serviced REO Loan, the Special Servicer shall remit within one (1) Business Day such amounts to the Master Servicer for deposit into the applicable Serviced Whole Loan Custodial Account, in accordance with the first paragraph of this Section 3.05(g); provided, that to the extent any of the foregoing amounts are received after

 


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 2:00 p.m. (Eastern time) on any given Business Day, the Special Servicer shall use commercially reasonable efforts to remit such amounts within one (1) Business Day of receipt of such amount, but, in any event, the Special Servicer shall remit such amounts to the Master Servicer within two (2) Business Days of receipt of such amounts, unless the Special Servicer determines, consistent with the Servicing Standard, that a particular item should not be deposited because of a restrictive endorsement or other appropriate reason.

 

 Any such amounts received by the Special Servicer with respect to a Serviced REO Property related to any Serviced Whole Loan shall initially be deposited by the Special Servicer into the related Serviced Whole Loan REO Account and remitted to the Master Servicer for deposit into the applicable Serviced Whole Loan Custodial Account pursuant to Section 3.15(b). With respect to any such amounts paid by check to the order of the Special Servicer, the Special Servicer (A) with respect to any Specially Serviced Loan shall endorse without recourse or warranty such check to the order of the Master Servicer and shall promptly deliver any such check to the Master Servicer by overnight courier and (B) with respect to any REO Loan shall deposit such check into the applicable Whole Loan REO Account.

 

(h)        Notwithstanding anything to the contrary contained herein, with respect to each Due Date and any related Serviced Companion Loan (other than the Trust Subordinate Companion Loan while it is an asset of the Trust), on each Serviced Whole Loan Remittance Date, the Master Servicer shall remit, from amounts on deposit in the applicable Serviced Whole Loan Custodial Account in accordance with Section 3.06(b)(i)(A), to the applicable Serviced Companion Loan Noteholder by wire transfer in immediately available funds to the account of such Serviced Companion Loan Noteholder or an agent therefor appearing on the Serviced Companion Loan Noteholder Register on the related date such amounts as are required to be remitted (or, if no such account so appears or information relating thereto is not provided at least five (5) Business Days prior to the date such amounts are required to be remitted, by check sent by first class mail to the address of such Serviced Companion Loan Noteholder or its agent appearing on the Serviced Companion Loan Noteholder Register) the portion of the applicable Serviced Whole Loan Remittance Amount allocable to such Serviced Companion Loan Noteholder.

 

(i)         The Certificate Administrator shall establish (upon notice that any Gain-on-Sale Proceeds (other than any Gain-on-Sale Proceeds allocable to the Trust Subordinate Companion Loan) have been received) and thereafter maintain the Gain-on-Sale Reserve Account, which may have one or more sub-accounts, to be held in its own name for the benefit of the Trustee, for the benefit of the Certificateholders (other than the Holders of the Class S Certificates and the Loan-Specific Certificates), and the Trustee as the Holder of the Lower-Tier Regular Interests. Each account that constitutes a Gain-on-Sale Reserve Account shall be an Eligible Account or a sub-account of an Eligible Account. On each Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account or, if the applicable Mortgage Loan is part of a Serviced Whole Loan, the Master Servicer shall withdraw from the applicable Serviced Whole Loan Custodial Account, and remit to the Certificate Administrator, for deposit in the Gain-on-Sale Reserve Account, the amount of any related Gain-on-Sale Proceeds allocable to a Mortgage Loan (exclusive of any Gain-on-Sale Proceeds allocable to the Trust Subordinate Companion Loan) then on deposit in the Collection Account or such Serviced Whole Loan Custodial Account,

 


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 as applicable. On each Master Servicer Remittance Date, the Certificate Administrator shall withdraw from the Gain-on-Sale Reserve Account and deposit in the Lower-Tier REMIC Distribution Account the Gain-on-Sale Remittance Amount for such Distribution Date; provided that amounts on deposit in the Gain-on-Sale Reserve Account on each Distribution Date that exceed amounts reasonably anticipated to offset possible future Pooled Realized Losses and other shortfalls in payments on the Pooled Regular Certificates, after taking into account the withdrawal of the Gain-on-Sale Remittance Amount for such Distribution Date, shall be distributed to the Holders of the Class R Certificates in respect of the Lower-Tier Residual Interest; and provided, further, that on the Business Day prior to the final Distribution Date, the Certificate Administrator shall withdraw from the Gain-on-Sale Reserve Account and deposit in the Lower-Tier REMIC Distribution Account, for distribution on such Distribution Date, any and all amounts then on deposit in the Gain-on-Sale Reserve Account attributable to the Mortgage Loans. No Gain-on-Sale Proceeds that are allocable to the Trust Subordinate Companion Loan shall be deposited in the Gain-on-Sale Reserve Account or otherwise be available for distribution on the Pooled Certificates. 

 

(j)         Funds in the Collection Account, the Serviced Whole Loan Custodial Account, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, any Loss of Value Reserve Fund and the REO Account may be invested in Permitted Investments in accordance with the provisions of Section 3.07 of this Agreement; provided, however, that for so long as Citibank, N.A. is the Certificate Administrator, funds on deposit in the Distribution Accounts, the Interest Reserve Account and the Gain-on-Sale Reserve Account shall not be invested.

 

The Master Servicer shall give written notice to the Depositor, the Trustee, the Certificate Administrator and the Special Servicer of the location and account number of the Collection Account and, if applicable, the Serviced Whole Loan Custodial Accounts as of the Closing Date and shall notify the Depositor, the Special Servicer, the Certificate Administrator and the Trustee, as applicable, in writing on or prior to the Closing Date and prior to any subsequent change thereof. In addition, the Master Servicer shall provide notice to each affected holder of a Serviced Companion Loan of the location and account number of the relevant Serviced Whole Loan Custodial Account as well as notice in writing on or prior to the Closing Date and prior to any subsequent change thereof. The Certificate Administrator shall give written notice to the Depositor, the Trustee, the Special Servicer and the Master Servicer of the location and account number of the Interest Reserve Account and the Distribution Accounts as of the Closing Date and shall notify the Depositor, the Trustee, the Special Servicer and the Master Servicer, as applicable, in writing prior to any subsequent change thereof.

 

(k)        The Certificate Administrator shall establish and maintain the Excess Interest Distribution Account, in its own name, for the benefit of the Holders of the Class S Certificates, with respect to the Excess Interest, which shall be an asset of the Grantor Trust and beneficially owned by the Holders of the Class S Certificates and shall not be an asset of any Trust REMIC. The Excess Interest Distribution Account shall be established and maintained as an Eligible Account or as a subaccount of an Eligible Account. Following the distribution of Excess Interest to the Class S Certificateholders on the first Distribution Date after which there are no longer any Mortgage Loans outstanding which pursuant to their terms could pay Excess Interest, the Certificate Administrator shall terminate the Excess Interest Distribution Account.

 

 
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Section 3.06      Permitted Withdrawals from the Collection Accounts, the Serviced Whole Loan Custodial Accounts and the Distribution Accounts; Trust Ledger. (a) The Master Servicer shall maintain a separate Trust Ledger with respect to the Mortgage Loans that it is servicing and the Trust Subordinate Companion Loan on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On each Master Servicer Remittance Date (or such other date as may be specified below or on which funds are available for such purpose as specified below), with respect to each Mortgage Loan (other than any Mortgage Loan related to a Serviced Whole Loan unless otherwise specified in clauses (i), (ii), (v), (vi), (x), (xi), (xii), (xiii), (xv), (xvi) and (xvii) of this Section 3.06) and the Trust Subordinate Companion Loan, the Master Servicer shall make withdrawals from amounts allocated thereto in the Collection Account (and may debit the Trust Ledger) for the purposes listed below (the order set forth below not constituting an order of priority for such withdrawals):

 

(i)         on or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date, (A) to remit to the Certificate Administrator the amounts to be deposited into the Lower-Tier REMIC Distribution Account (including any amount transferred from the related Serviced Whole Loan Custodial Account in respect of each Mortgage Loan that is part of a Serviced Whole Loan) (including without limitation the aggregate of the Pooled Available Funds, Prepayment Premiums and Yield Maintenance Charges on deposit in the Collection Account) which the Certificate Administrator shall then deposit into the Upper-Tier REMIC Distribution Account and the Interest Reserve Account, respectively, pursuant to Section 3.05(f) and Section 3.05(e) of this Agreement, respectively and (B) to remit to the Certificate Administrator an amount equal to any Excess Interest and Gain-on-Sale Proceeds to be deposited into the Excess Interest Distribution Account and the Gain-on-Sale Reserve Account, respectively, pursuant to Section 3.05(c) and/or Section 3.05(i), as applicable;

 

(ii)         to pay (A) itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement); the Operating Advisor, unpaid Operating Advisor Fees in respect of each Mortgage Loan; and the Special Servicer, unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Mortgage Loan, each Specially Serviced Loan and Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), as applicable, the Master Servicer’s, the Operating Advisor’s or Special Servicer’s, as applicable, rights to payment of Servicing Fees, Operating Advisor Fees and Special Servicing Fees, Liquidation Fees and Workout Fees pursuant to this clause (ii)(A) with respect to any Mortgage Loan, Specially Serviced Loan or Serviced REO Loan (exclusive of each Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), as applicable, being limited to amounts received on or in respect of such Mortgage Loan, Specially Serviced Loan or REO Loan, as applicable (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) the Special Servicer, any unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of each Specially Serviced Loan or Serviced REO Loan, as applicable (other than the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan), remaining unpaid out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties, but in the case of each

 


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 Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient therefor (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the holder of any related Pari Passu Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Pari Passu Companion Loans from the related Companion Loan Noteholders) and with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective unpaid principal balances, (C) each month to the Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, the Trust’s pro rata portion (based on the related Mortgage Loan’s unpaid principal balance) of any unpaid special servicing fees, liquidation fees, workout fees and additional trust expenses in respect of a Non-Serviced Mortgage Loan remaining unpaid (including amounts payable to such parties under Section 1.04 of this Agreement), out of general collections on the Mortgage Loans, Specially Serviced Loans and REO Properties, (D) the Operating Advisor, any unpaid Operating Advisor Consulting Fees in respect of any Mortgage Loan (but only to the extent such Operating Advisor Consulting Fees were received from the related Borrower) and (E) the Asset Representations Reviewer, any (i) unpaid Asset Representations Reviewer Fee or (ii) any Asset Representations Reviewer Asset Review Fee payable in connection with any Asset Review that was performed as a result of an Affirmative Asset Review Vote;

 

(iii)        to reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances (other than Nonrecoverable Advances, which are reimbursable pursuant to clause (v) below, and exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced Whole Loans) the Master Servicer’s or the Trustee’s right to reimbursement pursuant to this clause (iii) being limited to amounts received which represent Late Collections for the applicable Mortgage Loan (exclusive of the Mortgage Loan or Serviced REO Loan included in the Serviced Whole Loan; provided that to the extent such amounts are insufficient to repay such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan, such P&I Advances may be reimbursed on a pro rata basis with any reimbursement to the related Serviced Companion Loan Service Provider for unreimbursed principal and/or interest advances with respect to the applicable Serviced Companion Loan, from collections on the related Serviced Whole Loan allocable to such Serviced Subordinate Companion Loan) during the applicable period; provided, further, that if such P&I Advance becomes a Workout-Delayed Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan intended by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the portion of general collections and recoveries on or in respect of all of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;

 

(iv)        to reimburse the Trustee, the Special Servicer or itself, in that order, (with respect to any Mortgage Loan or Serviced REO Property) (exclusive of the Mortgage Loans or Serviced REO Loans included in the Serviced Whole Loans or any Serviced REO

 


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 Property securing any Serviced Whole Loan), for unreimbursed Servicing Advances, the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) with respect to any Mortgage Loan or Serviced REO Property being limited to, as applicable, payments received from the related Borrower which represent reimbursements of such Servicing Advances, Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds with respect to the applicable Mortgage Loan or Serviced REO Property; provided, that if such Servicing Advance becomes a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be reimbursed from amounts recovered on the related Mortgage Loan intended by the modified loan documents to be applied to reimburse such Workout-Delayed Reimbursement Amount and then from the portion of general collections and recoveries on or in respect of the Mortgage Loans and REO Properties on deposit in the Collection Account from time to time that represent collections or recoveries of principal to the extent provided in clause (v) below;

 

(v)        (A) to reimburse the Trustee, the Special Servicer or itself, in that order (with respect to any Mortgage Loan (including an REO Mortgage Loan)), (1) with respect to Nonrecoverable Advances (other than Nonrecoverable P&I Advances on the Trust Subordinate Companion Loan), first, out of Liquidation Proceeds, Insurance Proceeds, Condemnation Proceeds and REO Proceeds, if any, received on the related Mortgage Loan and related REO Properties, second, out of the principal portion of general collections on the Mortgage Loans and REO Properties, and then, to the extent the principal portion of general collections is insufficient and with respect to such deficiency only, subject to any election at its sole discretion (or at the Trustee’s sole discretion for the reimbursement of the Trustee) to defer reimbursement thereof pursuant to this Section 3.06(a) of this Agreement, out of other collections on the Mortgage Loans and REO Properties and (2) with respect to the Workout-Delayed Reimbursement Amounts (other than with respect to P&I Advances on the Trust Subordinate Companion Loan), out of the principal portion of the general collections on the Mortgage Loans and REO Properties, net of such amounts being reimbursed pursuant to the preceding clause (1) above, but in the case of either clause (1) or (2) above with respect to each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient therefor after taking into account any allocation set forth in the related Co-Lender Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion (or such other amount as may be set forth in the related Co-Lender Agreement) of such amount representing Servicing Advances allocable to the related Serviced Pari Passu Companion Loans from the related Companion Loan Noteholders) and with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective unpaid principal balances, (B) to pay itself or the Special Servicer out of general collections on the Mortgage Loans and REO Properties, with respect to any Mortgage Loan (including an REO Mortgage Loan), but not the Trust Subordinate Companion Loan or REO Trust Subordinate Companion Loan, any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as

 


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 applicable, that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Mortgage Loan or Serviced REO Property and the deposit into the Collection Account of all amounts received in connection therewith, but in the case of each Serviced Whole Loan, only to the extent that amounts on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient therefor (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) and with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective unpaid principal balances and (C) to reimburse the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer and the related Non-Serviced Trustee, as applicable, out of general collections on the Mortgage Loans and REO Properties for the Trust’s pro rata portion (based on the related Non-Serviced 

 

Mortgage Loan’s unpaid principal balance) of nonrecoverable servicing advances previously made with respect to the related Non-Serviced Mortgage Loans;

 

(vi)        at such time as it reimburses the Trustee or itself, in that order (with respect to any Mortgage Loan (including an REO Mortgage Loan) or Serviced REO Property), for (1) any unreimbursed P&I Advance (including any such P&I Advance that constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan (including an REO Mortgage Loan) pursuant to clause (iii) above, to pay itself or the Trustee, as applicable, any Advance Interest Amounts accrued and payable thereon, (2) any unreimbursed Servicing Advances (including any such Advance that constitutes a Workout-Delayed Reimbursement Amount) made with respect to a Mortgage Loan or Serviced REO Property pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon or (3) any Nonrecoverable P&I Advances made with respect to a Mortgage Loan (including an REO Mortgage Loan) and any Nonrecoverable Servicing Advances made with respect to a Mortgage Loan or Serviced REO Property or any Workout-Delayed Reimbursement Amounts pursuant to clause (v) above, to pay itself, the Special Servicer or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon, in each case, first, from Penalty Charges as provided in Section 3.12(c) and then, from general collections, but in the case of a Serviced Whole Loan only to the extent that such Nonrecoverable Advance has been reimbursed and only to the extent that amounts on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient therefor after taking into account any allocation set forth in the related Co-Lender Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (A) (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount representing Advance Interest Amounts on Servicing Advances allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) and with respect to a Serviced Pari Passu Whole Loan, pro rata and pari 

 


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passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective unpaid principal balances and (B) at such time as it reimburses the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer and the related Non-Serviced Trustee, as applicable, for any nonrecoverable servicing advances made with respect to any related Non-Serviced Mortgage Loan or the related REO Property pursuant to clause (v) above, to pay the related Non-Serviced Master Servicer, the related Non-Serviced Special Servicer and the related Non-Serviced Trustee, as applicable, any interest accrued and payable thereon;

 

(vii)       to reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect giving rise to a repurchase or substitution obligation of the applicable Mortgage Loan Seller or any other obligation of the Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase Agreement, including, without limitation, any expenses arising out of the performance of its duties under Section 2.04 of this Agreement or out of the enforcement of the repurchase or substitution obligation or any other obligation of the Mortgage Loan Seller, together with interest thereon at the Reimbursement Rate, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to any Mortgage Loan exclusive of any Mortgage Loan included in the Serviced Whole Loan) subject to the following: (a) if the Purchase Price is paid for such Mortgage Loan, then such Person’s right to reimbursement shall be limited to that portion of the Purchase Price that represents such expense in accordance with clause (f) of the definition of “Purchase Price”, or (b) if no Purchase Price is paid or if an amount less than the Purchase Price is paid and proceedings are instituted to enforce the related Mortgage Loan Seller’s payment or performance pursuant to the applicable Mortgage Loan Purchase Agreement or if a Loss of Value Payment is made, then such Person shall be entitled to reimbursement from the Trust following the adjudication of such proceedings in favor of such Mortgage Loan Seller, settlement of the Breach or Defect claim, or payment of such Loss of Value Payment, as the case may be;

 

(viii)      to pay itself all Prepayment Interest Excesses on the Mortgage Pool (exclusive of any Mortgage Loan or Serviced REO Loan included in the Serviced Whole Loan) not required to be used pursuant to Section 3.17(c) of this Agreement;

 


(ix)        (A) to pay itself, as additional servicing compensation in accordance with Section 3.12(a) of this Agreement, (1) interest and investment income earned in respect of amounts relating to the Trust Fund held in the Collection Account as provided in Section 3.12 of this Agreement (but only to the extent of the net investment earnings with respect to such Collection Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date) and (2) Penalty Charges on the Mortgage Loans that are not Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in a Serviced Whole Loan), but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable with respect to the related Mortgage Loan have been paid and are not needed to pay interest on Advances in accordance with Section 3.12 and/or pay or reimburse the Trust for Additional Trust Fund Expenses incurred with respect to such Mortgage Loan during or


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 prior to the related Collection Period (including Special Servicing Fees, Workout Fees or Liquidation Fees); and (B) to pay the Special Servicer, as additional servicing compensation in accordance with Section 3.12, Net Default Interest and any other Penalty Charges on Specially Serviced Loans (exclusive of any Mortgage Loan or Serviced REO Loan included in the Serviced Whole Loan), but only to the extent collected from the related Borrower and only to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees or Liquidation Fees), all in accordance with Section 3.12;

 

(x)        to pay itself, the Special Servicer, the Depositor, the Operating Advisor or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient therefor after taking into account any allocation set forth in the related Co-Lender Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders)) and with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective unpaid principal balances; provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan, as applicable, and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans based on the respective Stated Principal Balances of the Mortgage Loans;

 

(xi)        to pay for the cost of the Opinions of Counsel contemplated by Section 3.10(d), Section 3.10(e), Section 3.15(a), Section 3.15(b) and Section 12.08 of this Agreement (and in the case of a Serviced Whole Loan, only to the extent that such amounts on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient therefor after taking into account any allocation set forth in the related Co-Lender Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders)); provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan, and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans and the Trust Subordinate Companion Loan based on the respective Stated Principal Balances of the Mortgage Loans and the Trust Subordinate Companion Loan;

 


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(xii)       to pay out of general collections on the Mortgage Loans and REO Properties any and all federal, state and local taxes imposed on the Lower-Tier REMIC, the Upper-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses, to the extent that none of the Master Servicer, the Special Servicer or the Trustee is liable therefor pursuant to this Agreement, except to the extent such amounts relate solely to the Serviced Whole Loans, in which case, such amounts will be reimbursed, first, out of the related Serviced Whole Loan Custodial Account from collections on the related Serviced Companion Loan(s) and the related Mortgage Loan on a pro rata basis by principal balance, and second, to the extent any such costs and expenses remain unreimbursed, out of the Collection Account; provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan, and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans and the Trust Subordinate Companion Loan based on the respective Stated Principal Balances of the Mortgage Loans and the Trust Subordinate Companion Loan;


 

(xiii)      to reimburse the Trustee, the Custodian or the Certificate Administrator out of general collections on the Mortgage Loans and REO Properties for expenses incurred by and reimbursable to it by the Trust Fund, except to the extent such amounts relate solely to a Serviced Whole Loan, in which case, such amounts will be reimbursed first, from the applicable Serviced Whole Loan Custodial Account(s) in accordance with Section 3.06(b) and then, out of general collections on the Mortgage Loans and with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan(s), in accordance with their respective unpaid principal balances; provided, that for the purposes of allocating Additional Trust Fund Expenses, (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans and the Trust Subordinate Companion Loan based on the respective Stated Principal Balances of the Mortgage Loans and the Trust Subordinate Companion Loan;

 

(xiv)      to pay any Person permitted to purchase a Mortgage Loan under Section 3.16 of this Agreement with respect to each Mortgage Loan (exclusive of any Mortgage Loan included in the Serviced Whole Loan), if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;

 

(xv)       to pay to itself, the Special Servicer, the Trustee, the Certificate Administrator, the Custodian, the Operating Advisor, the Asset Representations Reviewer or the Depositor, as the case may be, any amount specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is not made in any other clause of this Section 3.06(a), of this Agreement (and, in the case of an amount specifically related to a Serviced Whole Loan, only to the extent that such amounts on deposit in the applicable Serviced Whole Loan Custodial Account are insufficient therefor after taking into account any allocation set forth in the related Co-Lender Agreement (provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related


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 Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders) and with respect to a Serviced Pari Passu Whole Loan, pro rata and pari passu, from the related Serviced Pari Passu Mortgage Loan and Serviced Pari Passu Companion Loan, in accordance with their respective unpaid principal balances, it being acknowledged that this clause (xv) shall not be construed to modify any limitation or requirement otherwise set forth in this Agreement as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which any such payment or reimbursement is permitted to be made; provided, that (i) any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan, to such Mortgage Loan, and (b) if not related to any particular Mortgage Loan, pro rata, among all Mortgage Loans and the Trust Subordinate Companion Loan based on the respective Stated Principal Balances of the Mortgage Loans and the Trust Subordinate Companion Loan;

 

(xvi)      to withdraw from the Collection Account any sums deposited therein in error and pay such sums to the Persons entitled thereto (including any amounts relating to a Mortgage Loan that is part of a Serviced Whole Loan);

 

(xvii)     to pay from time to time to itself in accordance with Section 3.07(b) of this Agreement any interest or investment income earned on funds deposited in the Collection Account;

 


(xviii)    to transfer Gain-on-Sale Proceeds allocable to Mortgage Loans to the Certificate Administrator for deposit into the Gain-on-Sale Reserve Account in accordance with Section 3.05(i) of this Agreement;

 

(xix)      to pay itself, the Special Servicer or the related Mortgage Loan Seller, as the case may be, with respect to each Mortgage Loan, if any, previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, or otherwise all amounts received on such Mortgage Loan subsequent to the date of purchase or substitution, and, in the case of a substitution, with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with the third paragraph of Section 2.04(h) of this Agreement;

 

(xx)       to pay to the Certificate Administrator, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(d) of this Agreement; provided, that any amounts so paid shall be deemed allocated, (a) if relating to a particular Mortgage Loan or the Trust Subordinate Companion Loan, to such Mortgage Loan or the Trust Subordinate Companion Loan, and (b) if not related to any particular Mortgage Loan or the Trust Subordinate Companion Loan, pro rata, among all Mortgage Loans and the Trust Subordinate Companion Loan based on the respective Stated Principal Balances of the Mortgage Loans and the Trust Subordinate Companion Loan;

 


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(xxi)      pursuant to the CREFC® License Agreement, to pay the CREFC® Intellectual Property Royalty License Fee with respect to the Mortgage Pool to CREFC® on a monthly basis; and

 



(xxii)     to clear and terminate the Collection Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.

 

Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall be entitled to Net Default Interest with respect to any Pari Passu Companion Loan as additional servicing compensation to the extent permitted under the related Co-Lender Agreement (including if the related Co-Lender Agreement provides that the Master Servicer and the Special Servicer shall be entitled to Net Default Interest if and to the extent provided in this Agreement).

 

The Master Servicer shall pay to the Special Servicer, the Trustee or the Certificate Administrator from the Collection Account amounts permitted to be paid to it therefrom monthly upon receipt of a written statement from an officer of such party describing the item and amount to which such party is entitled. The Master Servicer may rely conclusively on any such statement and shall have no duty to recalculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by- loan basis and, when appropriate, on a property-by-property basis, for the purpose of justifying any request for withdrawal from the Collection Account. Notwithstanding the above, no written statement is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Loan.

 

The Master Servicer shall keep and maintain separate accounting records, on a Mortgage Loan by Mortgage Loan basis, reflecting amounts allocable to each Mortgage Loan and, when appropriate, on a property-by-property basis when appropriate, for the purpose of justifying any withdrawal, debit or credit from the Collection Account or the Trust Ledger. Upon written request, the Master Servicer shall provide to the Certificate Administrator such records and any other information in the possession of the Master Servicer to enable the Certificate Administrator to determine the amounts attributable to (i) the Lower-Tier REMIC with respect to the Mortgage Loans, (ii) the Trust Subordinate Companion Loan REMIC with respect to the Trust Subordinate Companion Loan, (iii) the Excess Interest; and (iv) the Companion Loans.

 

The Master Servicer shall pay to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer, the Non-Serviced Trustee, the Non-Serviced Master Servicer or the Non-Serviced Special Servicer, from the Collection Account amounts permitted to be paid to such person therefrom, promptly upon receipt of a certificate of a Responsible Officer of the Trustee, a responsible officer of the Non-Serviced Trustee, a Responsible Officer of the Certificate Administrator, a certificate of an officer of the Operating Advisor, a certificate of an officer of the Asset Representations Reviewer, a certificate of a Servicing Officer or a certificate of the Non-Serviced Master Servicer or Non-Serviced Special Servicer, as applicable, describing the item and amount to which such Person is entitled (unless such payment to the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Special Servicer, the Non-Serviced Trustee, the Non-Serviced Master Servicer or Non-Serviced Special Servicer, as the case may be, is specifically required

 
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 pursuant to this Agreement and the timing and the amount of payment is specified in, or calculable pursuant to, this Agreement, in which case a certificate is not required). The Master Servicer may rely conclusively on any such certificate and shall have no duty to recalculate the amounts stated therein.

 

The Trustee, the Certificate Administrator, the Custodian, the Special Servicer, the Master Servicer, CREFC®, the Operating Advisor, the Asset Representations Reviewer and the Non-Serviced Mortgage Loan Service Providers (to the extent specified in Section 12.12) shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement or payment of the Servicing Compensation (including investment income), Certificate Administrator/Trustee Fees, Special Servicing Compensation (including investment income), the CREFC® Intellectual Property Royalty License Fee, Operating Advisor Fees, Operating Advisor Consulting Fees (but only to the extent such Operating Advisor Consulting Fees are actually received from the Borrowers), the Asset Representations Reviewer Asset Review Fee, Advances, Advance Interest Amounts (for each of such Persons other than CREFC®), their respective indemnification payments (if any) pursuant to Section 6.03, Section 8.05 or Section 12.02 of this Agreement (for each of such Persons other than CREFC®), their respective expenses hereunder to the extent such fees and expenses are to be reimbursed or paid from amounts on deposit in the Collection Account pursuant to this Agreement. For the avoidance of doubt, any fees or expenses (including legal fees) for which a party is to be indemnified pursuant to Section 6.03 herein may be submitted directly to the Trust Fund and paid from amounts on deposit in the Collection Account on behalf of such party pursuant to this Agreement. In addition, the Certificate Administrator, the Trustee, the Special Servicer, the Master Servicer, the Operating Advisor and the Asset Representations Reviewer shall in all cases have a right prior to the Certificateholders to any funds on deposit in the Collection Account from time to time for the reimbursement and payment of any federal, state or local taxes imposed on any Trust REMIC.

 

Upon the determination that a previously made Advance is a Nonrecoverable Advance, to the extent that the reimbursement thereof would exceed the full amount of the principal portion of general collections on the Mortgage Loans (or with respect to Servicing Advances, the Serviced Whole Loans) deposited in the Collection Account and available for distribution on the next Distribution Date, the Master Servicer or the Trustee, each at its own option and in its sole discretion, as applicable, instead of obtaining reimbursement for the remaining amount of such Nonrecoverable Advance pursuant to Section 3.06(a) or Section 3.06(b) of this Agreement immediately, may elect to refrain from obtaining such reimbursement for such portion of the Nonrecoverable Advance during the one-month period ending on the then current Determination Date for successive one-month periods for a total period not to exceed 12 months (provided that, with respect to any Serviced Mortgage Loan other than an applicable Excluded Loan, any such deferral exceeding 6 months will require, prior to the occurrence and continuance of any Control Termination Event, the consent of the Directing Holder). If the Master Servicer or the Trustee makes such an election at its sole option and in its sole discretion to defer reimbursement with respect to all or a portion of a Nonrecoverable Advance (together with interest thereon), then such Nonrecoverable Advance (together with interest thereon) or portion thereof shall continue to be fully reimbursable in the one-month period ending on the subject Determination Date (subject, again, to the same sole discretion to elect to defer; it is acknowledged that, in such a subsequent period, such Nonrecoverable Advance shall again be payable first from


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 principal collections as described above prior to payment from other collections). In connection with a potential election by the Master Servicer, the Special Servicer or the Trustee to refrain from the reimbursement of a particular Nonrecoverable Advance or portion thereof during the one-month period ending on the related Determination Date for any Distribution Date, the Master Servicer, the Special Servicer or the Trustee shall further be authorized (in its sole discretion) to wait for principal collections on the Mortgage Loans to be received before making its determination of whether to refrain from the reimbursement of a particular Nonrecoverable Advance (or portion thereof) until the end of such one-month period; provided, the Master Servicer, the Special Servicer or the Trustee shall give notice of its election to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), at least 15 days prior to any reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans unless (1) the Master Servicer or the Trustee determines in its sole discretion that waiting 15 days after such a notice could jeopardize its ability to recover Nonrecoverable Advances, (2) changed circumstances or new or different information becomes known to the Master Servicer, the Special Servicer or the Trustee that could affect or cause a determination of whether any Advance is a Nonrecoverable Advance, whether to defer reimbursement of a Nonrecoverable Advance or the determination in clause (1) above, or (3) the Master Servicer, the Special Servicer or the Trustee has not timely received from the Certificate Administrator information requested by the Master Servicer, the Special Servicer or the Trustee to consider in determining whether to defer reimbursement of a Nonrecoverable Advance; provided that, if clause (1), (2) or (3) apply, the Master Servicer, the Special Servicer or the Trustee shall give notice of an anticipated reimbursement to it of Nonrecoverable Advances from amounts in the Collection Account allocable to interest on the Mortgage Loans as soon as reasonably practicable in such circumstances to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). Each of the Master Servicer, the Special Servicer and the Trustee shall not have any liability for any loss, liability or expense resulting from any notice provided to each Rating Agency contemplated by the immediately preceding sentence.


 

The foregoing shall not, however, be construed to limit any liability that may otherwise be imposed on such Person for any failure by such Person to comply with the conditions to making such an election under this Section 3.06(a) or to comply with the terms of this Section 3.06(a) and the other provisions of this Agreement that apply once such an election, if any, has been made. If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines, in its sole discretion, that it should recover the Nonrecoverable Advances without deferral as described above, then the Master Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to immediate reimbursement of Nonrecoverable Advances with interest thereon at the Reimbursement Rate from all amounts in the Collection Account for such Distribution Date. Any such election by any such party to refrain from reimbursing itself or obtaining reimbursement for any Nonrecoverable Advance or portion thereof with respect to the one-month period ending on any one or more Determination Dates shall not limit the accrual of interest at the Reimbursement Rate on such Nonrecoverable Advance for the period prior to the actual reimbursement of such Nonrecoverable Advance. The election of the Master Servicer, the Special Servicer or the Trustee, as applicable, to defer reimbursement of such Nonrecoverable Advances as set forth above is an accommodation to the Certificateholders and, as applicable, the Serviced Companion Loan Noteholders and shall not be construed as an obligation on the part of


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 the Master Servicer, the Special Servicer or the Trustee, as applicable, or a right of the Certificateholders or the Serviced Companion Loan Noteholders. Nothing herein shall be deemed to create in the Certificateholders or the Serviced Companion Loan Noteholders a right to prior payment of distributions over the Master Servicer’s, the Special Servicer’s or the Trustee’s, as applicable, right to reimbursement for Advances (deferred or otherwise). In all events, the decision to defer reimbursement or to seek immediate reimbursement of Nonrecoverable Advances shall be deemed to be in accordance with the Servicing Standard and none of the Master Servicer, the Special Servicer, the Trustee nor the other parties to this Agreement shall have any liability to one another or to any of the Certificateholders or any of the Serviced Companion Loan Noteholders for any such election that such party makes as contemplated by this Section 3.06(a) or for any losses, damages or other adverse economic or other effects that may arise from such an election.

 

None of the Master Servicer, the Special Servicer or the Trustee shall be permitted to reverse any other Person’s determination, or to prohibit any such other authorized Person from making a determination, that an Advance constitutes, or would constitute a Nonrecoverable Advance.

 

If the Master Servicer, the Special Servicer, the Trustee or any Non-Serviced Mortgage Loan Service Provider, as applicable, is reimbursed out of general collections for any unreimbursed Advances that are determined to be Nonrecoverable Advances (together with any Advance Interest Amount), then (for purposes of calculating distributions on the Certificates) such reimbursement and payment of interest shall be deemed to have been made: first, out of the Principal Distribution Amount, which, but for its application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included in Pooled Available Funds for any subsequent Distribution Date and, second, out of other amounts which, but for their application to reimburse a Nonrecoverable Advance and/or to pay the Advance Interest Amount, would be included in Pooled Available Funds for any subsequent Distribution Date.

 

If and to the extent that any payment is deemed to be applied as contemplated in the paragraph above to reimburse a Nonrecoverable Advance or to pay the Advance Interest Amount, then the Principal Distribution Amount for such Distribution Date shall be reduced, to not less than zero, by the amount of such reimbursement. If and to the extent (i) any Advance is determined to be a Nonrecoverable Advance, (ii) such Advance and/or the Advance Interest Amount is reimbursed out of the Principal Distribution Amount as contemplated above and (iii) the particular item for which such Advance was originally made is subsequently collected out of payments or other collections in respect of the related Mortgage Loan, then the Principal Distribution Amount for the Distribution Date that corresponds to the Determination Date on which ends the one-month period in which such item was recovered shall be increased by an amount equal to the lesser of (A) the amount of such item and (B) any previous reduction in the Principal Distribution Amount for a prior Distribution Date as contemplated in the paragraph above resulting from the reimbursement of the subject Advance and/or the payment of the Advance Interest Amount.

 

(b)        The Master Servicer shall maintain a separate Trust Ledger with respect to the Serviced Whole Loans that it is servicing on which it shall make ledger entries as to amounts deposited (or credited) or withdrawn (or debited) with respect thereto. On each Master Servicer Remittance Date (or such other date as may be specified below or on which funds are available for


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 such purpose as specified below), with respect to each Serviced Whole Loan, the Master Servicer shall make withdrawals from amounts allocated thereto in the related Serviced Whole Loan Custodial Account (and may debit the Trust Ledger) for any of the following purposes (the order set forth below not constituting an order of priority for such withdrawals):

 

(i)         to make remittances each month in an aggregate amount of immediately available funds equal to the allocable portion of the applicable Serviced Whole Loan Remittance Amount (A) to the related Serviced Companion Loan Noteholders within the time frame specified in, and otherwise in accordance with Section 3.05(h) and (B) to the Collection Account for the benefit of the Trust in respect of amounts allocable to the related Mortgage Loan and to the Trust Subordinate Companion Loan REMIC Distribution Account in respect of amounts allocable to the Trust Subordinate Companion Loan, in each case in accordance with the related Co-Lender Agreement (after taking into account the amounts permitted to be withdrawn from the Serviced Whole Loan Custodial Account pursuant to this Section 3.06(b)), provided that (to the extent not otherwise subject to withdrawal pursuant to clauses (ii) – (xviii) of this Section 3.06(b)) Liquidation Proceeds relating to the repurchase of any Serviced Companion Loan by the related seller thereof or the sale thereof pursuant to Section 3.16 shall be remitted solely to the holder of such Serviced Companion Loan, as the case may be, and Liquidation Proceeds relating to the repurchase of a Mortgage Loan related to a Serviced Whole Loan by the related Mortgage Loan Seller or the sale thereof pursuant to Section 3.16 shall be remitted solely to the Collection Account, Liquidation Proceeds constituting Loss of Value Payments with respect to the Trust Subordinate Companion Loan shall be remitted solely to the Trust Subordinate Companion Loan REMIC Distribution Account and Liquidation Proceeds relating to the repurchase of the Trust Subordinate Companion Loan by the related Mortgage Loan Seller or the sale thereof pursuant to Section 3.16 shall be remitted solely to the Trust Subordinate Companion Loan REMIC Distribution Account; provided that such remittances shall take into account whether amounts that may be withdrawn from collections on the subject Whole Loan are made prior to or in connection with the allocations to the related Mortgage Loan and Serviced Companion Loan(s) in accordance with the related Co-Lender Agreement or thereafter from amounts so allocated to a particular note evidencing such Serviced Whole Loan;

 

(ii)         to pay (A) to itself unpaid Servicing Fees (or, with respect to any Excess Servicing Fee Rights, to pay any Excess Servicing Fees to the holder of such Excess Servicing Fee Rights pursuant to Section 3.12(a) of this Agreement) and to the Special Servicer unpaid Special Servicing Fees, Liquidation Fees and Workout Fees in respect of such Serviced Whole Loan or related Serviced REO Loan, as applicable, the Master Servicer’s or the Special Servicer’s, as applicable, rights to payment of Servicing Fees, Special Servicing Fees, Liquidation Fees and Workout Fees, as applicable, pursuant to this clause (ii)(A) with respect to such Serviced Whole Loan or related Serviced REO Loan, as applicable, being limited to amounts received on or in respect of such Serviced Whole Loan (whether in the form of payments, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), or such Serviced REO Loan (whether in the form of REO Proceeds, Liquidation Proceeds, Insurance Proceeds or Condemnation Proceeds), that are allocable as recovery of interest thereon, (B) to the Special Servicer, each month to the extent not covered by clause (ii)(A) above, any unpaid Special Servicing Fees, Liquidation


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Fees
and Workout Fees in respect of such Serviced Whole Loan or related Serviced REO Loan, as applicable, remaining unpaid out of general
collections in the Collection Account as provided in Section 3.06(a)(ii) of this
Agreement, (C) in the case of The Stanwix Whole Loan, to the Operating Advisor, unpaid Operating Advisor Fees with respect to
the Trust Subordinate Companion Loan, such payment to be made solely out of collections on the Subordinate Trust Companion Loan,
and any Operating Advisor Consulting Fee with respect to the Trust Subordinate Companion Loan (to the extent actually paid by
the related Borrower) and (D) pursuant to the CREFC® License
Agreement, to pay the CREFC® Intellectual
Property Royalty License Fee with respect to the Trust Subordinate Companion Loan to CREFC® on
a monthly basis out of collections on the Trust Subordinate Companion Loan;

 

(iii)        to reimburse the Trustee or itself, in that order, for unreimbursed P&I Advances with respect to the applicable Mortgage Loan or, in the case of The Stanwix Whole Loan, the Trust Subordinate Companion Loan and to reimburse the related Serviced Companion Loan Service Provider for unreimbursed principal and/or interest advances with respect to the applicable Serviced Pari Passu Companion Loan, the Master Servicer’s, the Trustee’s and the applicable Serviced Companion Loan Service Provider’s right to reimbursement pursuant to this clause (iii) being limited to amounts received in the applicable Serviced Whole Loan Custodial Account which represent Late Collections received in respect of such Mortgage Loan, Trust Subordinate Companion Loan or Serviced Pari Passu Companion Loan, as applicable (as allocable thereto pursuant to the related Loan Documents and the related Co-Lender Agreement), during the applicable period; provided, that to the extent such amounts are insufficient to repay such P&I Advances on any Mortgage Loan as to which there is a related Serviced Subordinate Companion Loan (including the Trust Subordinate Companion Loan, if applicable), such P&I Advances may be reimbursed, from collections on the related Serviced Whole Loan allocable to such Subordinate Companion Loan; provided, further, that if such P&I Advance on the applicable Mortgage Loan or the Trust Subordinate Companion Loan becomes a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, then such P&I Advance shall thereafter be reimbursed in accordance with clause (v) below;

 

(iv)        to reimburse the Trustee, the Special Servicer or itself, in that order, as applicable (with respect to such Serviced Whole Loan or Serviced REO Property), for unreimbursed Servicing Advances with respect to such Serviced Whole Loan or related Serviced REO Property, the Master Servicer’s, the Special Servicer’s or the Trustee’s respective rights to receive payment pursuant to this clause (iv) being limited to, as applicable, related payments by the applicable Borrower with respect to such Servicing Advance, Liquidation Proceeds, Insurance Proceeds and Condemnation Proceeds and REO Proceeds with respect to such Serviced Whole Loan; provided, that if such Servicing Advance becomes a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount, then such Servicing Advance shall thereafter be reimbursed in accordance with clause (v) below;

 

(v)        (A) to reimburse the Trustee, the Special Servicer or itself, in that order, (with respect to such Serviced Whole Loan or related REO Property), as applicable (x) with respect to Nonrecoverable Advances, first, out of Liquidation Proceeds, Insurance


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 Proceeds, Condemnation Proceeds and REO Proceeds received on the related Serviced Whole Loan and related REO Properties, and second, out of general collections in the Collection Account as provided in Section 3.06(a) and (y) with respect to the Workout-Delayed Reimbursement Amounts, first, out of the principal portion of the general collections on the Serviced Whole Loan and related REO Properties, net of such amounts being reimbursed pursuant to the subclause first in the preceding clause (x) above and second out of general collections in the Collection Account as provided in Section 3.06(a); provided that in the case of both clause (x) and clause (y) of this clause (v), prior to making any reimbursement from general collections, such reimbursements shall be made first, from collections on, and proceeds of the applicable Subordinate Companion Loan, if any (including the Trust Subordinate Companion Loan, if applicable), and then from collections on, and proceeds of, either the related Mortgage Loan, or, in the case of a Serviced Pari Passu Whole Loan with a Serviced Pari Passu Companion Loan, the Mortgage Loan and any related Serviced Pari Passu Companion Loans (pro rata based on the Mortgage Loan’s unpaid principal balance and each related Serviced Pari Passu Companion Loan’s unpaid principal balance), and then from general collections of the Trust (provided that, in the case of a Servicing Advance that is a Nonrecoverable Advance, the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder(s) and (ii) use commercially reasonable efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Pari Passu Companion Loan(s) from the related Companion Loan Noteholder(s)) or (B) to pay itself or the Special Servicer out of general collections on such Serviced Whole Loan and related REO Properties, any related earned Servicing Fee, Special Servicing Fee, Liquidation Fee or Workout Fee, as applicable, that remained unpaid in accordance with clause (ii) above following a Final Recovery Determination made with respect to such Serviced Whole Loan or related REO Property and the deposit into the applicable Serviced Whole Loan Custodial Account of all amounts received in connection therewith; provided that, notwithstanding the foregoing, such party’s rights to reimbursement pursuant to this clause (v) with respect to any such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount that is a P&I Advance, being limited (except to the extent set forth in Section 3.06(a)) to amounts on deposit in the applicable Serviced Whole Loan Custodial Account that were received in respect of the particular Mortgage Loan or, if applicable, Trust Subordinate Companion Loan (as allocable thereto pursuant to the related Loan Documents and the related Co-Lender Agreement) that is part of the subject Serviced Whole Loan as to which such Nonrecoverable Advance or such Workout-Delayed Reimbursement Amount were incurred (provided further, that to the extent such amounts are insufficient to repay such Advances on (x) any Mortgage Loan as to which there is a related Subordinate Companion Loan (including the Trust Subordinate Companion Loan, if applicable), such P&I Advances may be reimbursed from collections on the related Serviced Whole Loan allocable to such Subordinate Companion Loan or (y) the Trust Subordinate Companion Loan, such P&I Advances may be reimbursed from collections on The Stanwix Mortgage Loan); and provided, further, that notwithstanding the foregoing, no P&I Advance with respect to the Trust Subordinate Companion Loan may be reimbursed out of collections on


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 the Mortgage Pool (other than The Stanwix Mortgage Loan as contemplated by the immediately preceding proviso);

 

(vi)        at such time as it reimburses the Trustee, the Special Servicer or itself, in that order, as applicable, for (A) any unreimbursed P&I Advance with respect to the applicable Mortgage Loan or Trust Subordinate Companion Loan (including any such Advance that constitutes a Workout-Delayed Reimbursement Amount) or any unreimbursed principal and/or interest advance with respect to the related Serviced Companion Loan pursuant to clause (iii) above, to pay itself, the Trustee or such Serviced Companion Loan Service Provider, as applicable, any Advance Interest Amounts accrued and payable thereon, (B) any unreimbursed Servicing Advances (including any such Advance that constitutes a Workout-Delayed Reimbursement Amount) pursuant to clause (iv) above, to pay itself, the Special Servicer or the Trustee, as the case may be, any Advance Interest Amounts accrued and payable thereon or (C) any Nonrecoverable Advances pursuant to clause (v) above, to pay itself, the Special Servicer, the Trustee or any Serviced Companion Loan Service Provider, as the case may be, any Advance Interest Amounts accrued and payable thereon, with such amounts payable in the case of clauses (A), (B) and (C) above, first, from Penalty Charges pursuant to Section 3.12(c), then, from collections on, and proceeds of, the applicable Subordinate Companion Loan, if any (including the Trust Subordinate Companion Loan, if applicable), and then, from collections on, and proceeds of, the Mortgage Loan and any related Serviced Pari Passu Companion Loan(s) (pro rata based on the Mortgage Loan’s unpaid principal balance and each related Serviced Pari Passu Companion Loan’s unpaid principal balance), provided that, notwithstanding the foregoing, such party’s rights to reimbursement pursuant to this clause (vi) with respect to any such interest on P&I Advances (including any such P&I Advance that is a Nonrecoverable Advance or a Workout-Delayed Reimbursement Amount) being limited to amounts on deposit in the applicable Serviced Whole Loan Custodial Account that were received in respect of the particular Mortgage Loan or, if applicable, Trust Subordinate Companion Loan (as allocable thereto pursuant to the related Loan Documents and the related Co-Lender Agreement) that is part of the subject Serviced Whole Loan as to which such advance relates (provided further, that for (x) any Mortgage Loan as to which there is a related Subordinate Companion Loan (including the Trust Subordinate Companion Loan, if applicable), such interest on P&I Advances may be reimbursed from collections on the related Serviced Whole Loan allocable to such Subordinate Companion Loan and (y) the Trust Subordinate Companion Loan, such interest on P&I Advances may be reimbursed from collections on The Stanwix Mortgage Loan); and provided further, that no interest on P&I Advances with respect to the Trust Subordinate Companion Loan may be reimbursed out of collections on the Mortgage Pool (other than The Stanwix Mortgage Loan as contemplated by the immediately preceding proviso);

 


(vii)       to reimburse itself, the Special Servicer, the Custodian, the Certificate Administrator or the Trustee, as the case may be, as applicable, for any unreimbursed expenses reasonably incurred by such Person in respect of any Breach or Defect with respect to the related Mortgage Loan or in the case of The Stanwix Whole Loan, the Trust Subordinate Companion Loan giving rise to a repurchase obligation of the applicable Mortgage Loan Seller under Section 6 of the applicable Mortgage Loan Purchase


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 Agreement or, with respect to a Serviced Pari Passu Companion Loan, under the related mortgage loan purchase agreement, including, without limitation, any expenses arising out of the enforcement of the repurchase obligation, each such Person’s right to reimbursement pursuant to this clause (vii) with respect to such Serviced Whole Loan being limited to that portion of the Purchase Price paid for the related Mortgage Loan or Trust Subordinate Companion Loan that represents such expense in accordance with clause (e) of the definition of “Purchase Price” (or, with respect to a Serviced Pari Passu Companion Loan, a comparable expense);

 

(viii)      to pay itself all Prepayment Interest Excesses on any related Mortgage Loan, the Trust Subordinate Companion Loan or Serviced Companion Loan included in the Serviced Whole Loans not required to be used pursuant to Section 3.17(c) of this Agreement;

 

(ix)        (A) to pay itself, as additional servicing compensation in accordance with Section 3.12(a), (1) interest and investment income earned in respect of amounts relating to such Serviced Whole Loan held in the applicable Serviced Whole Loan Custodial Account as provided in Section 3.07(b) (but only to the extent of the net investment earnings with respect to such Serviced Whole Loan Custodial Account for any period from any Distribution Date to the immediately succeeding Master Servicer Remittance Date) and (2) any Penalty Charges on the related Mortgage Loan, the Trust Subordinate Companion Loan (in the case of The Stanwix Whole Loan) and each related Serviced Companion Loan (except to the extent prohibited by the related Co-Lender Agreement and other than Specially Serviced Loans) but only to the extent collected from the related Borrower and to the extent that all amounts then due and payable with respect to the subject Serviced Whole Loan have been paid and are not needed to pay Advance Interest Amounts, interest on debt service advances made by the related Serviced Companion Loan Service Provider and/or Additional Trust Fund Expenses in accordance with Section 3.12 and the related Co-Lender Agreement; and (B) to pay the Special Servicer, as additional servicing compensation in accordance with the second paragraph of Section 3.12, the portion of any Penalty Charges on the related Mortgage Loan, Trust Subordinate Companion Loan (in the case of The Stanwix Whole Loan) and each related Serviced Companion Loan (except to the extent prohibited by the related Co-Lender Agreement), during the period it is a Specially Serviced Loan (but only to the extent collected from the related Borrower and to the extent that all amounts then due and payable with respect to the related Specially Serviced Loan have been paid and are not needed to pay interest on Advances, interest on debt service advances made by the related Serviced Companion Loan Service Provider and/or Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) in accordance with Section 3.12 and the related Co-Lender Agreement);

 

(x)        to recoup any amounts deposited in such Serviced Whole Loan Custodial Account in error;

 

(xi)        to pay itself, the Special Servicer, the Depositor or any of their respective directors, officers, members, managers, employees and agents, as the case may be, any amounts payable to any such Person pursuant to Section 6.03(a) or 6.03(b), to the extent


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 that such amounts relate to the subject Serviced Whole Loan; provided that to the extent that the payment amounts only relate to particular notes evidencing the subject Serviced Whole Loan, payment shall only be made from collections allocable to such particular notes;

 

(xii)       to pay for the cost of the Opinions of Counsel contemplated by Section 3.10(d), Section 3.10(e), Section 3.15(a), Section 3.15(b) and Section 12.08 to the extent that such opinions specifically relate to the subject Serviced Whole Loan;

 

(xiii)      to pay out of general collections on such Serviced Whole Loan and related Serviced REO Property any and all federal, state and local taxes imposed on the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC, the Lower-Tier REMIC or any of their assets or transactions, together with all incidental costs and expenses, in each case to the extent that neither the Master Servicer, the Special Servicer, the Certificate Administrator nor the Trustee is liable therefor pursuant to this Agreement and only to the extent that such amounts relate to the related Mortgage Loan, the Trust Subordinate Companion Loan (in the case of The Stanwix Whole Loan) or the related Serviced Pari Passu Companion Loan(s) (but only to the extent that any Serviced Companion Loan is included in a REMIC);

 

(xiv)      to reimburse the Trustee and the Certificate Administrator out of general collections on the subject Serviced Whole Loan and any related REO Properties for expenses incurred by and reimbursable to it that specifically related to such Serviced Whole Loan; provided that to the extent that such expenses only relate to particular notes evidencing the subject Serviced Whole Loan, reimbursement shall be made only from amounts allocable to such particular notes;

 

(xv)       to pay any Person permitted to purchase a Mortgage Loan or the Trust Subordinate Companion Loan under Section 3.16 with respect to the Mortgage Loan or, if applicable, Trust Subordinate Companion Loan included in the subject Serviced Whole Loan, if any, previously purchased by such Person pursuant to this Agreement, all amounts received thereon subsequent to the date of purchase relating to periods after the date of purchase;

 

(xvi)      to deposit in the Gain-on-Sale Reserve Account any Gain-on-Sale Proceeds with respect to the Mortgage Loan included in such Serviced Whole Loan required to be deposited in the Interest Reserve Account pursuant to Section 3.05(i);

 

(xvii)     to pay to the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee or the Depositor, as the case may be, to the extent that such amounts relate to the Mortgage Loan or, if applicable, Trust Subordinate Companion Loan included in the subject Serviced Whole Loan, any amount specifically required to be paid to such Person at the expense of the Trust Fund under any provision of this Agreement to which reference is not made in any other clause of this Section 3.06(b), it being acknowledged that this clause (xvii) shall not be construed to modify any limitation or requirement otherwise set forth in this Agreement or in the related Co-Lender Agreement 


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as to the time at which any Person is entitled to payment or reimbursement of any amount or as to the funds from which any such payment or reimbursement is permitted to be made;

 

(xviii)    to pay the related Mortgage Loan Seller with respect to the Mortgage Loan or, if applicable, Trust Subordinate Companion Loan included in the subject Serviced Whole Loan, if any, previously purchased or substituted (i.e., replaced) by such Person pursuant to or as contemplated by this Agreement, all amounts received on such Mortgage Loan or Trust Subordinate Companion Loan subsequent to the date of purchase or substitution, and, in the case of a substitution, with respect to the related Qualified Substitute Mortgage Loan(s), all Periodic Payments due thereon during or prior to the month of substitution, in accordance with the third paragraph of Section 2.04(h); and

 

(xix)      to clear and terminate such Serviced Whole Loan Custodial Account at the termination of this Agreement pursuant to Section 9.01.

 

Notwithstanding anything herein to the contrary, the Master Servicer and the Special Servicer shall be entitled to Net Default Interest with respect to any Pari Passu Companion Loan as additional servicing compensation to the extent permitted under the related Co-Lender Agreement (including if the related Co-Lender Agreement provides that the Master Servicer and the Special Servicer shall be entitled to Net Default Interest if and to the extent provided in this Agreement).

 

In the case of the amounts payable as set forth above in this Section 3.06(b) with respect to any Serviced Whole Loan, if such amount is not specifically payable, pursuant to the terms of this Agreement or the related Co-Lender Agreement, out of collections or proceeds allocable to any particular note that is a part of such Serviced Whole Loan, such amount shall be paid from collections on, and proceeds of the related Serviced Subordinate Companion Loan, if any, including the Trust Subordinate Companion Loan if applicable, and then, from collections on, and proceeds of, on a pro rata basis as between, the related Mortgage Loan and any related Serviced Pari Passu Companion Loans (based on the related Mortgage Loan’s principal balance or the related Serviced Pari Passu Companion Loan’s principal balance), and then, to the extent provided for in this Agreement, from general collections.

 

The Master Servicer shall keep and maintain separate accounting records, on a loan by loan and property by property basis when appropriate, for the purpose of justifying any withdrawal from any Serviced Whole Loan Custodial Account. All withdrawals with respect to any Serviced Whole Loan shall be made first, from the applicable Serviced Whole Loan Custodial Account and then, from the Master Servicer’s Collection Account to the extent permitted by Section 3.06(a). Upon request, the Master Servicer shall provide to the Certificate Administrator such records and any other information in the possession of the Master Servicer to enable the Certificate Administrator to determine the amounts attributable to the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Companion Loans.

 

The Master Servicer shall pay to the Special Servicer from the Serviced Whole Loan Custodial Accounts amounts permitted to be paid to it therefrom monthly upon receipt of a written statement from an officer of such Special Servicer describing the item and amount to which such Special Servicer is entitled. The Master Servicer may rely conclusively on any such statement


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 and shall have no duty to recalculate the amounts stated therein. The Special Servicer shall keep and maintain separate accounting for each Specially Serviced Loan and REO Loan, on a loan-by- loan and, when appropriate, property-by-property basis, for the purpose of justifying any request for withdrawal from any Serviced Whole Loan Custodial Account. Notwithstanding the above, no written statement is required for a payment of Special Servicing Fees and/or Workout Fees arising from collections other than the initial collection on a Corrected Loan.

 

Any permitted withdrawals under this Section 3.06(b) with respect to reimbursement for advances or other amounts payable to a Non-Serviced Trustee shall, if applicable, also be deemed to be a permitted withdrawal for similar amounts owed to the fiscal agent of the Non-Serviced Trustee, if any.

 

Notwithstanding anything to the contrary contained herein, with respect to each Serviced Companion Loan (other than the Trust Subordinate Companion Loan while it is part of the Trust), the Master Servicer shall withdraw from the related Serviced Whole Loan Custodial Account and remit to the related Serviced Companion Loan Noteholders, within (x) with respect to any Serviced Subordinate Companion Loan, if required pursuant to the terms of the related Co-Lender Agreement, within two Business Days of receipt thereof and (y) with respect to any Serviced Pari Passu Companion Loan, one (1) Business Day after the receipt of properly identified funds, any amounts that represent Late Collections or Principal Prepayments on such Serviced Companion Loan or any successor REO Loan with respect thereto, that are received by the Master Servicer prior to 3:00 p.m. (New York City time) (provided, however, that to the extent any such amounts are received after 3:00 p.m. (New York City time) on any given Business Day, the Master Servicer shall use commercially reasonable efforts to remit such amounts within one Business Day of receipt of properly identified funds but, in any event, the Master Servicer shall remit such amounts within two Business Days of receipt of properly identified funds) on the related Due Date therefor (exclusive of any portion of such amount payable or reimbursable to any third party in accordance with the related Co-Lender Agreement or this Agreement), unless such amount would otherwise be included in the monthly remittance to the holder of such Serviced Companion Loan for such month.

 

If the Master Servicer fails, as of 5:00 p.m. (New York City time) on any Master Servicer Remittance Date or any other date a remittance is required to be made, to remit to the Certificate Administrator (in respect of the related Mortgage Loan or the Trust Subordinate Companion Loan) or the Serviced Companion Loan Noteholders (in respect of any related Serviced Companion Loan) any amounts required to be so remitted hereunder by such date (including any P&I Advance pursuant to Section 4.07 and any Gain-on-Sale Proceeds), the Master Servicer shall pay to the Certificate Administrator (in respect of the Mortgage Loan or the Trust Subordinate Companion Loan) or the Serviced Companion Loan Noteholders (in respect of the related Serviced Companion Loans), for the account of the Certificate Administrator (in respect of the Mortgage Loan or the Trust Subordinate Companion Loan) or the Serviced Companion Loan Noteholders (in respect of the related Serviced Companion Loans), interest, calculated at the Prime Rate, on such amount(s) not timely remitted, from the time such payment was required to be made (without regard to any grace period) until (but not including) the date such late payment is received by the Certificate Administrator or the Serviced Companion Loan Noteholders, as applicable.

 


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(c)        On each Master Servicer Remittance Date, all net income and gain realized from investment of funds to which the Master Servicer or the Special Servicer is entitled pursuant to Section 3.07(b) of this Agreement shall be subject to withdrawal by the Master Servicer or the Special Servicer, as applicable.

 

(d)        With respect to the Serviced Whole Loans, if amounts required to pay the expenses allocable to any related Serviced Companion Loan exceed amounts on deposit in the Serviced Whole Loan Custodial Account, the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as applicable, may seek reimbursement from the Trust Fund with respect to such expenses allocable to such Serviced Companion Loan. The Master Servicer shall seek (on behalf of the Trust Fund, subject to the related Co-Lender Agreement) payment or reimbursement from the holder of the related Serviced Subordinate Companion Loan, if any, and then for the pro rata portion of such expenses allocable to the related Serviced Pari Passu Companion Loan(s) from the related Serviced Companion Loan Noteholder(s) or, if such Serviced Companion Loan(s) has/have been deposited into a securitization, out of general collections in the collection account established pursuant to the related Other PSA.

 

(e)        If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to any Mortgage Loan or any related Serviced REO Property, then the Special Servicer shall (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the Collection Account for the following purposes upon written direction from the Master Servicer (or the Special Servicer may also transfer such funds if it is aware of any of the circumstances described below):

 

(i)         to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement, for any Nonrecoverable Advance made by such party with respect to such Mortgage Loan or any related Serviced REO Property (together with the Advance Interest Amount);

 

(ii)         to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense relating to such Mortgage Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute an Additional Trust Fund Expense;

 

(iii)        to offset any portion of Pooled Realized Losses that are attributable to such Mortgage Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to such Mortgage Loan or any related successor REO Loan;

 

(iv)        following the occurrence of a liquidation event with respect to such Mortgage Loan or any related Serviced REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to such Mortgage Loan, to cover the items contemplated by 


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the immediately preceding clauses (i)-(iii) in respect of any other Mortgage Loan, the Trust Subordinate Companion Loan or Serviced REO Loan; and

 

(v)        On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to each Mortgage Loan Seller, its pro rata share of unused Loss of Value Payments with respect to the Mortgage Pool, based on the amount that it contributed, net of any amount contributed by such Mortgage Loan Seller that was used pursuant to clauses (i)-(iii) to offset any portion of Pooled Realized Losses that are attributable to, and any Additional Trust Fund Expenses or any Nonrecoverable Advances incurred with respect to, the Mortgage Loan related to such contribution.

 

Any Loss of Value Payments transferred to the Collection Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the related Mortgage Loan or any successor REO Loan (or applicable portion thereof) with respect thereto for which such Loss of Value Payments were received; and any Loss of Value Payments transferred to the Collection Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i)-(iv) of the prior paragraph.

 

(f)         The Certificate Administrator may, from time to time, make withdrawals from the Lower-Tier REMIC Distribution Account for any of the following purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not previously paid from the Collection Account:

 

(i)         to make deposits of the Lower-Tier Distribution Amount and the amount of any Prepayment Premium and Yield Maintenance Charges distributable pursuant to Section 4.01(a) of this Agreement in the Upper-Tier REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Lower-Tier Residual Interest pursuant to Section 4.01(a) of this Agreement;

 

(ii)         to pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Certificate Administrator/Trustee Fees;

 

(iii)        to pay itself an amount equal to all net income and gain realized from investment of funds in the Lower-Tier REMIC Distribution Account pursuant to Section 3.07(b) of this Agreement;

 

(iv)        to pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(b), Section 8.05(c) and Section 8.05(d) of this Agreement;

 

(v)        to transfer Withheld Amounts in respect of the Mortgage Pool to the Interest Reserve Account in accordance with Section 3.05(e) of this Agreement;

 

(vi)        to recoup any amounts deposited in the Lower-Tier REMIC Distribution Account in error; and

 


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(vii)       to clear and terminate the Lower-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.

 

(g)        If any Loss of Value Payments are deposited into the Loss of Value Reserve Fund with respect to the Trust Subordinate Companion Loan or any related Serviced REO Property, then the Special Servicer shall (provided that, (1) with respect to clause (iv) below, the Special Servicer shall have provided notice to the Master Servicer of the occurrence of such liquidation event and (2) with respect to clause (v) below, the Certificate Administrator shall have provided the Master Servicer and the Special Servicer with five Business Days’ prior notice of such final Distribution Date), transfer such Loss of Value Payments (up to the remaining portion thereof) from the Loss of Value Reserve Fund to the Master Servicer for deposit into the applicable Serviced Whole Loan Custodial Account, in the case of clauses (i) – (iii) below, or the Collection Account, in the case of clause (iv) below, for the following purposes upon written direction from the Master Servicer (or the Special Servicer may also transfer such funds if it is aware of any of the circumstances described below):

 

(i)         to reimburse the Master Servicer, the Special Servicer or the Trustee, in accordance with Section 3.06(a) of this Agreement, for any Nonrecoverable Advance made by such party with respect to the Trust Subordinate Companion Loan or any related Serviced REO Property (together with the Advance Interest Amount);

 

(ii)         to pay, in accordance with Section 3.06(a) of this Agreement, or to reimburse the Trust for the prior payment of, any expense relating to the Trust Subordinate Companion Loan or any related Serviced REO Property that constitutes or, if not paid out of such Loss of Value Payments, would constitute an Additional Trust Fund Expense;

 

(iii)        to offset any portion of Stanwix Realized Losses that are attributable to the Trust Subordinate Companion Loan or related REO Property, as the case may be (as calculated without regard to the application of such Loss of Value Payments), incurred with respect to the Trust Subordinate Companion Loan or any related successor REO Loan;

 

(iv)        following the occurrence of a liquidation event with respect to the Trust Subordinate Companion Loan or any related Serviced REO Property and any related transfers from the Loss of Value Reserve Fund with respect to the items contemplated by the immediately preceding clauses (i)-(iii) as to the Trust Subordinate Companion Loan, to cover the items contemplated by the immediately preceding clauses (i)-(iii) of Section 3.06(e) of this Agreement in respect of the Mortgage Pool; and

 

(v)        On the final Distribution Date after all distributions have been made as set forth in clause (i) through (iv) above, to the applicable Mortgage Loan Seller, the remaining Loss of Value Payments in respect of the Trust Subordinate Companion Loan, taking into account the withdrawals pursuant to clauses (i)-(iv) above.

 

Any Loss of Value Payments transferred to the applicable Serviced Whole Loan Custodial Account pursuant to clauses (i)-(iii) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan, and any Loss of Value Payments transferred to the Collection 


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Account pursuant to clause (iv) of the prior paragraph shall be treated as Liquidation Proceeds received by the Trust in respect of the Mortgage Loan or REO Mortgage Loan for which such Loss of Value Payments are being transferred to the Collection Account to cover an item contemplated by clauses (i)-(iii) of Section 3.06(e) of this Agreement.

 

(h)        The Certificate Administrator may, from time to time, make withdrawals from the Trust Subordinate Companion Loan REMIC Distribution Account for any of the following purposes (the order set forth below shall not indicate any order of priority), in each case to the extent not previously paid from the Collection Account:

 

(i)         to make deposits of the Trust Subordinate Companion Loan Distribution Amount and the amount of any Prepayment Premium and Yield Maintenance Charges distributable pursuant to Section 4.01(a) of this Agreement in the Upper-Tier REMIC Distribution Account, and to make distributions on the Class R Certificates in respect of the Trust Subordinate Companion Loan Residual Interest pursuant to Section 4.01(a) of this Agreement;

 

(ii)         to pay itself, the Trustee and the Custodian respective portions of any accrued but unpaid Certificate Administrator/Trustee Fees;

 

(iii)        to pay itself an amount equal to all net income and gain realized from investment of funds in the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 3.07(b) of this Agreement;

 

(iv)        to pay to itself, the Trustee, the Custodian or any of their directors, officers, employees, representatives and agents, as the case may be, any amounts payable or reimbursable to any such Person pursuant to Section 8.05(b), Section 8.05(c) and Section 8.05(d) of this Agreement;

 

(v)        to transfer Withheld Amounts in respect of the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan to the Interest Reserve Account in accordance with Section 3.06(e) of this Agreement;

 

(vi)        to recoup any amounts deposited in the Trust Subordinate Companion Loan REMIC Distribution Account in error; and

 

(vii)       to clear and terminate the Trust Subordinate Companion Loan REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.

 


(i)         The Certificate Administrator may make withdrawals from the Upper-Tier REMIC Distribution Account for any of the following purposes:

 

(i)         to make distributions to Certificateholders (other than Holders of the Class S Certificates) (in the case of the Holders of the Class R Certificates, in respect of the Upper-Tier Residual Interest) on each Distribution Date pursuant to Section 4.01 or Section 9.01 of this Agreement, as applicable;

 


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(ii)         to recoup any amounts deposited in the Upper-Tier REMIC Distribution Account in error; and

 

(iii)        to clear and terminate the Upper-Tier REMIC Distribution Account at the termination of this Agreement pursuant to Section 9.01 of this Agreement.

 

(j)         Notwithstanding any other provisions of this Agreement, neither the Master Servicer nor the Trustee will be entitled to recover (1) any Nonrecoverable Advance made in respect of a Mortgage Loan (other than The Stanwix Mortgage Loan) or any interest due on such Advance from any collections on The Stanwix Whole Loan allocable to the Trust Subordinate Companion Loan or (2) any Nonrecoverable P&I Advance made in respect of the Trust Subordinate Companion Loan or any interest due on such Advance from any collections or amounts allocable to the Mortgage Loans (other than The Stanwix Mortgage Loan). With respect to the Trust Subordinate Companion Loan, the Master Servicer or the Trustee will only be entitled to reimbursement for a P&I Advance and interest thereon from the amounts that would have been allocable to The Stanwix Mortgage Loan and the Trust Subordinate Companion Loan.

 

(k)        Notwithstanding any other provisions of this Agreement, neither the Master Servicer nor the Trustee will be entitled to recover (1) any Workout-Delayed Reimbursement Amounts in respect of a Mortgage Loan (other than The Stanwix Mortgage Loan) from any collections on The Stanwix Whole Loan allocable to the Trust Subordinate Companion Loan nor (2) any Workout-Delayed Reimbursement Amounts in respect of the Trust Subordinate Companion Loan from any collections on or allocable to the Mortgage Loans (other than The Stanwix Mortgage Loan). However, if the Workout-Delayed Reimbursement Amount relates to a Servicing Advance for The Stanwix Whole Loan, the Master Servicer will be entitled to recover such Workout-Delayed Reimbursement Amount from general collections on deposit in the Collection Account for the Mortgage Pool and in the applicable Serviced Whole Loan Custodial Account for The Stanwix Whole Loan.

 

Section 3.07      Investment of Funds in the Collection Accounts, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, the Interest Reserve Account, the Gain-on-Sale Reserve Account, the REO Account, the Lock-Box Accounts, the Cash Collateral Accounts and the Reserve Accounts. (a) The Master Servicer (with respect to the Collection Account, and any Serviced Whole Loan Custodial Account and any Borrower Accounts (as defined below and subject to the second succeeding sentence)), the Special Servicer (with respect to any REO Account and any Loss of Value Reserve Fund) and the Certificate Administrator (with respect to the Distribution Accounts, the Interest Reserve Account and the Gain-on-Sale Reserve Account) may direct any depository institution maintaining the Collection Account, any Serviced Whole Loan Custodial Account, the Gain-on-Sale Reserve Account, any Borrower Accounts, any REO Account, any Loss of Value Reserve Fund, the Interest Reserve Account and the Distribution Accounts (each such account, for purposes of this Section 3.07, an “Investment Account”), to invest the funds in such Investment Account in one or more Permitted Investments that bear interest or are sold at a discount, and that mature, unless payable on demand, no later than the Business Day preceding the date on which such funds are required to be withdrawn from such Investment Account pursuant to this Agreement. Any investment of funds on deposit in an Investment Account by the Master Servicer, the Special Servicer or the Certificate Administrator shall be documented in writing and shall provide evidence that such investment is a Permitted


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 Investment which matures at or prior to the time required hereby or is payable on demand. In the case of any Escrow Account, Lock-Box Account, Cash Collateral Account or Reserve Account (the “Borrower Accounts”), the Master Servicer shall act upon the written request of the related Borrower or Manager to the extent that the Master Servicer is required to do so under the terms of the respective Loan Documents, provided that in the absence of appropriate written instructions from the related Borrower or Manager meeting the requirements of this Section 3.07, the Master Servicer shall have no obligation to, but will be entitled to, direct the investment of funds in such accounts in Permitted Investments. All such Permitted Investments shall be held to maturity, unless payable on demand. Any investment of funds in an Investment Account shall be made in the name of the Trustee (in its capacity as such) or in the name of a nominee of the Trustee. The Certificate Administrator shall have sole control (except with respect to investment direction which shall be in the control of the Master Servicer or the Special Servicer, with respect to any REO Accounts, as an independent contractor to the Trust Fund) over each such investment and any certificate or other instrument evidencing any such investment shall be delivered directly to the Certificate Administrator or its agent (which shall initially be the Master Servicer), together with any document of transfer, if any, necessary to transfer title to such investment to the Trustee or its nominee. Neither the Certificate Administrator nor the Trustee shall have any responsibility or liability with respect to the investment directions of the Master Servicer, the Special Servicer, any Borrower or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Master Servicer shall have no responsibility or liability with respect to the investment directions of the Special Servicer, the Certificate Administrator, the Trustee, any Borrower or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. The Special Servicer shall have no responsibility or liability with respect to the investment directions of the Master Servicer, the Certificate Administrator, the Trustee, any Borrower or Manager or any losses resulting therefrom, whether from Permitted Investments or otherwise. In the event amounts on deposit in an Investment Account are at any time invested in a Permitted Investment payable on demand, the Master Servicer (or the Special Servicer or the Certificate Administrator, as applicable) shall:

 

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

 

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

 

(b)        All income and gain realized from investment of funds deposited in any Investment Account shall be for the benefit of the Master Servicer (except with respect to the investment of funds deposited in (i) any Borrower Account, which shall be for the benefit of the related Borrower to the extent required under the related Loan Documents for the Mortgage Loan or applicable law, (ii) any REO Account and the Loss of Value Reserve Fund, which shall be for the benefit of the Special Servicer or (iii) the Gain-on-Sale Reserve Account, the Interest Reserve Account and the Distribution Accounts, which shall be for the benefit of the Certificate 


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Administrator) and, if held in the Collection Account, any Serviced Whole Loan Custodial Account, REO Account or Distribution Account shall be subject to withdrawal by the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, in accordance with Section 3.06 or Section 3.15(b) of this Agreement, as applicable. The Master Servicer, or with respect to any REO Account or Loss of Value Reserve Fund, the Special Servicer, or with respect to the Gain-on-Sale Reserve Account, the Distribution Accounts, the Certificate Administrator, shall deposit from its own funds into the Collection Account, applicable Serviced Whole Loan Custodial Account, any REO Account or Loss of Value Reserve Fund, the Gain-on-Sale Reserve Account, the Interest Reserve Account or the Distribution Accounts, as applicable, the amount of any loss incurred in respect of any such Permitted Investment immediately upon realization of such loss; provided, that the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, may reduce the amount of such payment to the extent it forgoes any investment income in such Investment Account otherwise payable to it. The Master Servicer shall also deposit from its own funds in any Borrower Account immediately upon realization of such loss the amount of any loss incurred in respect of Permitted Investments, except to the extent that amounts are invested at the direction of or for the benefit of the Borrower under the terms of the related Loan Documents for the Mortgage Loan, Serviced Whole Loan or applicable law; provided that neither the Master Servicer nor the Special Servicer shall be required to deposit any loss on an investment of funds in an Investment Account if such loss is incurred solely as a result of the insolvency of the federal or state chartered depository institution or trust company that holds such Investment Account, so long as such depository institution or trust company has satisfied the qualifications set forth in the definition of “Eligible Account” both (x) at the time the investment was made and (y) 30 days prior to such insolvency.

 

(c)        Except as otherwise expressly provided in this Agreement, if any default occurs in the making of a payment due under any Permitted Investment, or if a default occurs in any other performance required under any Permitted Investment, in either case as a result of an action or inaction of the Master Servicer, the Special Servicer or the Certificate Administrator, as applicable, the Trustee may, and upon the request of Holders of Certificates entitled to a majority of the Voting Rights allocated to any Class shall, take such action as may be appropriate to enforce such payment or performance, including the institution and prosecution of appropriate proceedings. If the Trustee takes any such action, (i) the Master Servicer, if such Permitted Investment was for the benefit of the Master Servicer, (ii) the Special Servicer, if such Permitted Investment was for the benefit of the Special Servicer or (iii) the Certificate Administrator, if such Permitted Investment was for the benefit of the Certificate Administrator, shall pay or reimburse the Trustee for all reasonable out-of-pocket expenses, disbursements and advances incurred or made by the Trustee in connection therewith.

 

Section 3.08      Maintenance of Insurance Policies and Errors and Omissions and Fidelity Coverage. (a) In the case of each Serviced Mortgage Loan or Serviced Whole Loan, as applicable (but excluding any REO Loan), the Master Servicer shall use commercially reasonable efforts consistent with the Servicing Standard to cause the related Borrower to maintain with respect to the related Mortgaged Property all insurance coverage as is required (including, but not limited to, coverage for acts of terrorism), subject to applicable law, under the related Loan Documents. If and to the extent that such Borrower does not maintain such insurance coverage, the Master Servicer shall itself cause to be maintained with Qualified Insurers for the related Mortgaged Property: (x) a fire and casualty extended coverage insurance policy, which does not


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 provide for reduction due to depreciation, in an amount that is at least equal to the lesser of (i) the full replacement cost of improvements securing such Mortgage Loan or Serviced Whole Loan, as applicable, and (ii) the Stated Principal Balance of such Mortgage Loan or Serviced Whole Loan, as applicable, but, in any event, in an amount sufficient to avoid the application of any co-insurance clause and (y) all other insurance coverage (including, but not limited to, coverage for acts of terrorism) that is required, subject to applicable law, under the related Loan Documents. 

 

Notwithstanding the foregoing:

 

(i)         the Master Servicer shall not be required to maintain any earthquake or environmental insurance policy on any Mortgaged Property unless the Trustee has an insurable interest and (x) such insurance policy was in effect at the time of the origination of the related Mortgage Loan or Serviced Whole Loan, as applicable, or (y) such insurance policy was required by the related Loan Documents and is available at commercially reasonable rates, provided that the Master Servicer shall require the related Borrower to maintain such insurance in the amount, in the case of clause (x), maintained at origination, and in the case of clause (y), required by such Mortgage Loan or Serviced Whole Loan, in each case, to the extent such amounts are available at commercially reasonable rates and to the extent the Trustee has an insurable interest;

 

(ii)         if and to the extent that any Loan Document grants the lender thereunder any discretion (by way of consent, approval or otherwise) as to the insurance provider from whom the related Borrower is to obtain the requisite insurance coverage, the Master Servicer shall (to the extent consistent with the Servicing Standard) require the related Borrower to obtain the requisite insurance coverage from Qualified Insurers;

 

(iii)        the Master Servicer shall have no obligation beyond using its reasonable efforts consistent with the Servicing Standard to cause any Borrower to maintain the insurance required to be maintained under the Loan Documents; provided, that this clause shall not limit the Master Servicer’s obligation to obtain and maintain a force-placed insurance policy, as provided herein;

 

(iv)        except as provided below (including under clause (vi) below), in no event shall the Master Servicer be required to cause the Borrower to maintain, or itself obtain, insurance coverage to the extent that the failure of such Borrower to maintain insurance coverage is an Acceptable Insurance Default (as determined by the Special Servicer);

 

(v)        to the extent that the Master Servicer itself is required to maintain insurance that the Borrower does not maintain, the Master Servicer will not be required to maintain insurance other than what is available to the Master Servicer on a force-placed basis at commercially reasonable rates, and only to the extent the Trust as lender has an insurable interest thereon; and

 

(vi)        any explicit terrorism insurance requirements contained in the related Loan Documents shall be enforced by the Master Servicer in accordance with the Servicing Standard, (unless the Special Servicer, with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing, has consented to a waiver


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 (including a waiver to permit the Master Servicer to accept insurance that does not comply with specific requirements contained in the Loan Documents) in writing of that provision in accordance with the Servicing Standard); provided that the Special Servicer shall promptly notify the Master Servicer in writing of such waiver.

 

The Master Servicer shall notify the Special Servicer, the Certificate Administrator, the Trustee and the Directing Holder if the Master Servicer determines in accordance with the Servicing Standard that a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has failed to maintain insurance required under the Loan Documents and such failure materially and adversely affects the interests of the Certificateholders or if a Borrower under a Mortgage Loan (other than a Non-Serviced Mortgage Loan) has notified the Master Servicer in writing that the Borrower does not intend to maintain such insurance and that the Master Servicer has determined in accordance with the Servicing Standard that such failure materially and adversely affects the interests of the Certificateholders.

 

Subject to Section 3.15(b) of this Agreement, with respect to each Serviced REO Property, the Special Servicer shall use reasonable efforts and only if the Trustee has an insurable interest, consistent with the Servicing Standard, to maintain (subject to the right of the Special Servicer to direct the Master Servicer to make a Servicing Advance for the costs associated with coverage that the Special Servicer determines to maintain, in which case the Master Servicer shall make such Servicing Advance) with Qualified Insurers to the extent reasonably available at commercially reasonable rates and to the extent the Trustee has an insurable interest, (a) a fire and casualty extended coverage insurance policy, which does not provide for reduction due to depreciation, in an amount that is at least equal to the lesser of the full replacement value of the Mortgaged Property or the Stated Principal Balance of the Serviced Mortgage Loan, Serviced REO Loan or the Serviced Whole Loan, as applicable (or such greater amount of coverage required by the related Loan Documents (unless such amount is not available or, if no Control Termination Event has occurred and is continuing, the Directing Holder has consented to a lower amount)), but, in any event, in an amount sufficient to avoid the application of any co-insurance clause, (b) a comprehensive general liability insurance policy with coverage comparable to that which would be required under prudent lending requirements and in an amount not less than $1.0 million per occurrence, and (c) to the extent consistent with the Servicing Standard, a business interruption or rental loss insurance covering revenues or rents for a period of at least 12 months; provided that the Special Servicer shall not be required in any event to maintain or obtain insurance coverage described in this paragraph beyond what is reasonably available at a commercially reasonable rate and consistent with the Servicing Standard.

 

All such insurance policies maintained as described above shall contain (if they insure against loss to property) a “standard” mortgagee clause, with loss payable to the Master Servicer (on behalf of the Trustee on behalf of Certificateholders and, with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders), or shall name the Trustee as the insured, with loss payable to the Special Servicer on behalf of the Trustee (on behalf of Certificateholders and, with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholders) (in the case of insurance maintained in respect of an REO Property). Any amounts collected by the Master Servicer or Special Servicer, as applicable, under any such policies (other than amounts to be applied to the restoration or repair of the related Mortgaged Property or Serviced REO Property or amounts to be released to the related Borrower, in each case


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 in accordance with the Servicing Standard) shall be deposited in the Collection Account (or, in the case of the Serviced Whole Loans, in the applicable Serviced Whole Loan Custodial Account), subject to withdrawal pursuant to Section 3.06 of this Agreement, in the case of amounts received in respect of a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, or in the applicable REO Account of the Special Servicer, subject to withdrawal pursuant to Section 3.15 of this Agreement, in the case of amounts received in respect of a Serviced REO Property. Any cost incurred by the Master Servicer or the Special Servicer in maintaining any such insurance shall not, for purposes hereof, including calculating monthly distributions to Certificateholders or Serviced Companion Loan Noteholders, be added to the Stated Principal Balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan so permit; provided, that this sentence shall not limit the rights of the Master Servicer or Special Servicer on behalf of the Trust Fund to enforce any obligations of the related Borrower under such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan. Any costs incurred by the Master Servicer in maintaining any such insurance policies in respect of the Mortgage Loans or Specially Serviced Loans (other than REO Properties) (i) if the Borrower defaults on its obligation to do so, shall be advanced by the Master Servicer as a Servicing Advance and will be charged to the related Borrower and (ii) shall not, for purposes of calculating monthly distributions to Certificateholders, be added to the Stated Principal Balance of the related Mortgage Loan, notwithstanding that the terms of such Mortgage Loan so permit. Any cost incurred by the Special Servicer in maintaining any such insurance policies with respect to Serviced REO Properties shall be an expense of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Co-Lender Agreement) payable out of the related REO Account (or Serviced Whole Loan REO Account, as applicable) or, if the amount on deposit therein is insufficient therefor, advanced by the Master Servicer as a Servicing Advance (or paid from the Collection Account if the Master Servicer or Special Servicer determines such Advance would be a Nonrecoverable Advance, subject to Section 3.21(e) of this Agreement).

 

(b)        If either:

 

(x)        the Master Servicer or Special Servicer obtains and maintains, or causes to be obtained and maintained, a blanket policy or master force-placed policy insuring against hazard losses on all of the Serviced Mortgage Loans, Serviced Whole Loans or Serviced REO Properties, as applicable, then, to the extent such policy

 

(i)         is obtained from a Qualified Insurer, and

 

(ii)         provides protection equivalent to the individual policies otherwise required, or

 

(y)        the Master Servicer or the Special Servicer (or, in each case, its corporate parent), as applicable, has long-term unsecured debt obligations or deposit accounts that are rated not lower than “A-” by S&P and “A-” by Fitch or (B) one NRSRO (which may include S&P and/or Fitch) and A.M. Best Company), and the Master Servicer or Special Servicer self-insures for its obligation to maintain the individual policies otherwise required, then the Master Servicer or the Special Servicer shall conclusively be deemed to


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 have satisfied its obligation to cause hazard insurance to be maintained on the related Mortgaged Properties or Serviced REO Properties, as applicable.

 

Such a blanket or master force-placed policy may contain a deductible clause (not in excess of a customary amount), in which case the Master Servicer or Special Servicer, as the case may be, that maintains such policy shall, if there shall not have been maintained on any Mortgaged Property securing a Serviced Mortgage Loan or Serviced REO Property thereunder a hazard insurance policy complying with the requirements of Section 3.08(a) of this Agreement, and there shall have been one or more losses that would have been covered by such an individual policy, promptly deposit into the Collection Account (or, in the case of a Serviced Whole Loan, in the related Serviced Whole Loan Custodial Account), from its own funds, the amount not otherwise payable under the blanket or master force-placed policy in connection with such loss or losses because of such deductible clause to the extent that any such deductible exceeds the deductible limitation that pertained to the related Mortgage Loan or the related Serviced Whole Loan, as applicable (or, in the absence of any such deductible limitation, the deductible limitation for an individual policy which is consistent with the Servicing Standard). The Master Servicer and Special Servicer shall prepare and present, on behalf of itself, the Trustee, Certificateholders and, if applicable the Serviced Companion Loan Noteholders, claims under any such blanket or master force-placed policy maintained by it in a timely fashion in accordance with the terms of such policy. If the Master Servicer or Special Servicer, as applicable, causes any Mortgaged Property securing a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced REO Property to be covered by such “force-placed” insurance policy, the incremental costs of such insurance applicable to such Mortgaged Property or Serviced REO Property (i.e., other than any minimum or standby premium payable for such policy whether or not any Mortgaged Property or Serviced REO Property is covered thereby) shall be paid as a Servicing Advance.

 


(c)        With respect to each Mortgage Loan (other than any Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, that is subject to an Environmental Insurance Policy, if the Master Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, the Master Servicer shall notify the Special Servicer to such effect and the Master Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust is entitled thereunder. With respect to each Specially Serviced Loan and Serviced REO Property that is subject to an Environmental Insurance Policy, if the Special Servicer has actual knowledge of any event giving rise to a claim under an Environmental Insurance Policy, such Special Servicer shall take reasonable actions as are in accordance with the Servicing Standard and the terms and conditions of such Environmental Insurance Policy to make a claim thereunder and achieve the payment of all amounts to which the Trust, on behalf of the Certificateholders and, if applicable, the Serviced Companion Loan Noteholders (giving due regard to the junior nature of the related Subordinate Companion Loan, if any), is entitled thereunder. Any legal fees or other out-of-pocket costs incurred in accordance with the Servicing Standard in connection with any claim under an Environmental Insurance Policy described above (whether by the Master Servicer or Special Servicer) shall be paid by, and reimbursable to, the Master Servicer or Special Servicer, as applicable, as a Servicing Advance.

 


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(d)        The Master Servicer and the Special Servicer shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties as to which it is the Special Servicer are included in the Trust Fund) keep in force with a Qualified Insurer, a fidelity bond in such form and amount as are consistent with the Servicing Standard; provided, that with respect to KeyBank National Association, if and for so long as it is acting as the Special Servicer with respect to The Stanwix Whole Loan, coverage in the amount of $10,000,000 that otherwise meets the requirements described in this paragraph will be deemed acceptable. The Master Servicer and Special Servicer, as applicable, shall be deemed to have complied with the foregoing provision if an Affiliate thereof has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Master Servicer and Special Servicer, as the case may be. Such fidelity bond shall provide that it may not be canceled without ten days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer (or its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable, are rated not lower than “A-“ by S&P, “A-” by Fitch and no lower than its equivalent by KBRA (if then rated by KBRA), the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the fidelity bond coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such coverage.

 

The Master Servicer and Special Servicer, as applicable, shall at all times during the term of this Agreement (or, in the case of the Special Servicer, at all times during the term of this Agreement during which Specially Serviced Loans and/or Serviced REO Properties for which it is the Special Servicer, exist as part of the Trust Fund) also keep in force with a Qualified Insurer a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with their servicing obligations hereunder, which policy or policies shall be in such form and amount as are consistent with the Servicing Standard. The Master Servicer or the Special Servicer, as applicable, shall be deemed to have complied with the foregoing provisions if an Affiliate thereof has such insurance and, by the terms of such policy or policies, the coverage afforded thereunder extends to the Master Servicer or Special Servicer, as the case may be. Any such errors and omissions policy shall provide that it may not be canceled without ten days’ prior written notice to the Trustee. So long as the long-term unsecured debt obligations or deposit accounts of the Master Servicer (or its corporate parent if such insurance is guaranteed by its parent) or the Special Servicer (or its corporate parent), as applicable, are rated not lower than “A-” by S&P, “A-” by Fitch and no lower than its equivalent by KBRA (if then rated by KBRA), the Master Servicer or the Special Servicer, as applicable, may self-insure with respect to the errors and omissions coverage required as described above, in which case it shall not be required to maintain an insurance policy with respect to such coverage.

 

Section 3.09      Enforcement of Due-on-Sale Clauses; Assumption Agreements; Defeasance Provisions. (a) If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan contains a provision in the nature of a “due-on-sale” clause (including, without limitation, sales or transfers of Mortgaged Properties (in full or part) or the sale, transfer, pledge or hypothecation of direct or indirect interests in the Borrower or its owners), which by its terms:

 


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(i)         provides that such Mortgage Loan or Serviced Whole Loan will (or may at the mortgagee’s option) become due and payable upon the sale or other transfer of an interest in the related Mortgaged Property (including, without limitation, the sale, transfer, pledge or hypothecation of direct or indirect interests in the Borrower or its owners),

 

(ii)         provides that such Mortgage Loan or Serviced Whole Loan may not be assumed without the consent of the related mortgagee in connection with any such sale or other transfer, or

 

(iii)        provides that such Mortgage Loan or Serviced Whole Loan may be assumed or transferred without the consent of the mortgagee, provided certain conditions set forth in the Loan Documents are satisfied,

 

then, for so long as such Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (or related Mortgage Loan) is included in the Trust Fund, subject to the rights of the Directing Holder and any consultation rights of the Risk Retention Consultation Party pursuant to Section 6.07, the Special Servicer, on behalf of the Trust Fund, shall not be required to enforce any such due-on-sale clauses and in connection therewith shall not be required to (x) accelerate payments thereon or (y) withhold its consent to such an assumption if (1) such provision is not exercisable under applicable law or if the Special Servicer determines, subject to the rights of the Directing Holder, that the enforcement of such provision is reasonably likely to result in meritorious legal action by the Borrower or (2) the Master Servicer (with the consent of the Special Servicer) or the Special Servicer, as applicable, determines, in accordance with the Servicing Standard and subject to the rights of the Directing Holder and any consultation rights of the Risk Retention Consultation Party pursuant to Section 6.07, that granting such consent would be likely to result in a greater recovery, on a present value basis (discounting at the related Calculation Rate), than would enforcement of such clause. The Special Servicer shall be responsible for determining whether (i) to enforce any such due-on-sale clauses or (ii) to provide its consent to such an assumption, and for the handling of all related processing and documentation, or, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer shall be required to process such request subject to the consent of the Special Servicer. If the Special Servicer determines that (A) granting such consent would be likely to result in a greater recovery, (B) such provision is not legally enforceable, or (C) that the conditions described in clause (a)(iii) above relating to the assumption or transfer of a related Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan have been satisfied, the Special Servicer is authorized to take or enter into an assumption agreement from or with the Person to whom the related Mortgaged Property has been or is about to be conveyed, and to release the original Borrower from liability upon such Mortgage Loan and substitute the new Borrower as obligor thereon, provided that (a) the credit status of the prospective new Borrower is in compliance with the Servicing Standard and the terms of the related Mortgage and (b) the Special Servicer has followed the Rating Agency Confirmation process pursuant to Section 3.30 relating to the Certificates and Serviced Companion Loan Securities, if any, with respect to S&P, Fitch or KBRA in the case of any such Serviced Mortgage Loan that (1) represents more than 5% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of at least $10,000,000, (2) has a Stated Principal Balance that is more than $35,000,000, (3) represents one of the ten largest Mortgage Loans or groups of cross-collateralized Mortgage Loans based on Stated Principal Balance and has a Stated Principal Balance of at least $10,000,000 or (4) is a Serviced 


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Mortgage Loan as to which the related Serviced Companion Loan represents one of the ten largest mortgage loans in the related Other Securitization based on outstanding principal balance (provided, that the Master Servicer or Special Servicer, as applicable, shall be entitled to reasonably rely upon the written notification provided by the master servicer, special servicer, trustee or certificate administrator of the applicable Other Securitization as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such Other Securitization). In addition, with respect to a Serviced Companion Loan, the Special Servicer shall not waive any rights under a due on sale clause unless it first obtains a Rating Agency Confirmation with respect to the related Serviced Companion Loan Securities. The Master Servicer and the Special Servicer shall be entitled to rely on the master servicer and/or the special servicer of the Other Securitization to determine whether a No Downgrade Confirmation is required with respect to the Serviced Companion Loans under the Other Securitization. The Special Servicer shall notify the Trustee, the Master Servicer, the Certificate Administrator and the Directing Holder that any such assumption or substitution agreement has been completed by forwarding to the Custodian (with a copy to the Master Servicer, the Certificate Administrator, the Trustee and the Directing Holder, as applicable) the original copy of such agreement, which copies shall be added to the related Mortgage File and shall, for all purposes, be considered a part of such Mortgage File to the same extent as all other documents and instruments constituting a part thereof. To the extent permitted by the Loan Documents, the Special Servicer shall not approve an assumption or substitution without requiring the related Borrower to pay any fees owed to the Rating Agencies associated with the approval of such assumption or substitution. However, if the related Borrower is required but fails to pay such fees, such fees shall be an expense of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Co-Lender Agreement); provided that in the case of a Serviced Whole Loan the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly notify the holder of the related Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Trust Fund the rights of the Trust Fund under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Pari Passu Companion Loan from the holders of such Serviced Companion Loan.

 

(b)        If any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan contains a provision in the nature of a “due-on-encumbrance” clause, which by its terms:

 

(i)         provides that such Mortgage Loan or Serviced Whole Loan shall (or may at the mortgagee’s option) become due and payable upon the creation of any lien or other encumbrance on the related Mortgaged Property or any direct or indirect ownership interest in the Borrower (including, unless specifically permitted, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the Borrower or its owners),

 

(ii)         requires the consent of the related mortgagee to the creation of any such lien or other encumbrance on the related Mortgaged Property (including, without limitation, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the Borrower or its owners), or

 


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(iii)        provides that such Mortgaged Property may be further encumbered without the consent of the mortgagee (including, without limitation, any mezzanine financing of the Borrower or the Mortgaged Property or any sale or transfer of preferred equity in the Borrower or its owners), provided certain conditions set forth in the Loan Documents are satisfied,

 

then,
subject to Section 3.25, the Special Servicer, on behalf of the Trust Fund, shall not
be required to enforce such due-on-encumbrance clauses and in connection therewith, will not be required to (i) accelerate the
payments on the related Serviced Mortgage Loan or Serviced Whole Loan or (ii) withhold its consent to such lien or encumbrance
on that Serviced Mortgage Loan and any related Serviced Companion Loan, if the Special Servicer, subject to the rights of the
Directing Holder and any consultation rights of the Risk Retention Consultation Party pursuant to Section
6.07, (x) determines, in accordance with the Servicing Standard that such enforcement would not be in the best interests
of the Trust Fund or the holder(s) of the related Serviced Companion Loan(s), if applicable (giving due regard to the junior nature
of the related Subordinate Companion Loan, if any), or that in the case of a Serviced Mortgage Loan or Serviced Whole Loan described
in clause (b)(iii) above that the conditions to further encumbrance have been satisfied and (y) as to any Serviced Mortgage
Loan or Serviced Whole Loan, follows the Rating Agency Confirmation procedure pursuant to Section
3.30 with respect to S&P, Fitch or KBRA in the case of any such Serviced Mortgage Loan that (1) represents more
than 2% of the aggregate Stated Principal Balance of the Mortgage Loans then outstanding and has a Stated Principal Balance of
at least $10,000,000, (2) has a Stated Principal Balance that is more than $20,000,000, (3) represents one of the ten largest
Mortgage Loans or groups of cross-collateralized Mortgage Loans based on Stated Principal Balance and has a Stated Principal Balance
of at least $10,000,000, (4) has an aggregate loan-to-value ratio (including any existing and proposed additional debt) that is
equal to or greater than 85%, (5) has an aggregate Debt Service Coverage Ratio (in each case, determined based upon the aggregate
of the Stated Principal Balance of the related Mortgage Loan, any existing additional debt and the principal amount of the proposed
additional lien) that is less than 1.20x or (6) is a Mortgage Loan as to which the related Serviced Companion Loan represents
one of the ten largest mortgage loans in the related Other Securitization based on outstanding principal balance (provided, that
the Master Servicer or Special Servicer, as applicable, shall be entitled to reasonably rely upon the written notification provided
by the master servicer, special servicer, trustee or certificate administrator, as applicable, of the applicable Other Securitization
as to whether such Serviced Companion Loan is one of the 10 largest mortgage loans in such Other Securitization); provided
that with respect to clauses (4), (5) and (6), such Mortgage Loan shall have a Stated Principal Balance
of at least $10,000,000 for the requirement of a Rating Agency Confirmation to apply. In addition, with respect to each Serviced
Companion Loan, the Special Servicer shall not waive any rights under a due-on-encumbrance clause unless it first obtains a Rating
Agency Confirmation with respect to the related Serviced Companion Loan Securities. To the extent permitted by the Loan Documents,
the Special Servicer shall not approve an assumption or substitution without requiring the related Borrower to pay any fees owed
to the Rating Agencies associated with the approval of such lien or encumbrance. However, if the related Borrower is required
but fails to pay such fees, such fees shall be an expense of the Trust Fund; provided that in the case of a Serviced Whole
Loan the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account, if any, to (i) promptly
notify the holder of the related Companion Loan and (ii) use commercially reasonable efforts to exercise on behalf of the Trust
Fund the rights of the Trust Fund under the


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 related Co-Lender Agreement to obtain reimbursement for a pro rata portion of such amount allocable to the related Serviced Pari Passu Companion Loans from the holders of such Serviced Pari Passu Companion Loans. The Special Servicer shall be responsible for determining whether (i) to enforce any such due-on-encumbrance clauses or (ii) to provide its consent to such a lien or due-on-encumbrance, and for the handling of all related processing and documentation or, if mutually agreed to by the Master Servicer and the Special Servicer, the Master Servicer shall be required to process such request subject to the consent of the Special Servicer.

 

(c)        Notwithstanding any other provision of this Agreement, the Special Servicer may not waive its rights or grant its consent under any “due-on-sale” or “due-on-encumbrance” clause relating to any Mortgage Loan without, if no Control Termination Event has occurred and is continuing, the consent of the Directing Holder. The Directing Holder shall have 10 Business Days after receipt of notice along with the Special Servicer’s recommendation and analysis with respect to such waiver and any additional information the Directing Holder may reasonably request from the Special Servicer of a proposed waiver or consent under any “due-on-sale” or “due-on-encumbrance” clause in which to grant or withhold its consent (provided that if the Special Servicer fails to receive a response to such notice from the Directing Holder in writing within such period, then the Directing Holder shall be deemed to have consented to such proposed waiver or consent).

 

(d)        The Master Servicer and the Special Servicer, as applicable, shall provide copies of any waivers it effects pursuant to Section 3.09(a) or (b) of this Agreement to the other party, the 17g-5 Information Provider (who shall promptly post such waivers to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) and the related Other 17g-5 Information Provider (if any) with respect to each Mortgage Loan or Serviced Whole Loan.

 

(e)        Nothing in this Section 3.09 shall constitute a waiver of the Trustee’s right, as the mortgagee of record, to receive notice of any assumption of a Mortgage Loan, any sale or other transfer of the related Mortgaged Property or the creation of any lien or other encumbrance with respect to such Mortgaged Property.

 

(f)         In connection with the taking of, or the failure to take, any action pursuant to this Section 3.09, the Special Servicer shall not agree to modify, waive or amend, and no assumption or substitution agreement entered into pursuant to Section 3.09(a) of this Agreement shall contain any terms that are different from, any term of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan or the related Mortgage Note, other than pursuant to Section 3.26 hereof, as applicable.

 

(g)        With respect to any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan which permits release of Mortgaged Properties through defeasance:

 

(i)         Subject to the consent rights and processes set forth in Section 6.07 with respect to Major Decisions and Section 3.26(n) with respect to actions that are Special Servicer Decisions, the Master Servicer shall process all defeasances of Performing Loans (other than any Non-Serviced Mortgage Loan) and related Serviced Companion Loans in accordance with the terms of the related Loan Documents, and shall be entitled to any


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 defeasance fees paid relating thereto (provided that for the avoidance of doubt, any such defeasance fee shall not include the Special Servicer’s portion of any Modification Fees or waiver fees in connection with a defeasance that the Special Servicer is entitled to under this Agreement). Notwithstanding anything herein to the contrary, the Master Servicer shall process such defeasances without the consent of the Special Servicer (or Directing Holder, if applicable), subject only to the Special Servicer’s consent rights (including any required Directing Holder approval of Major Decisions) with respect to any modification, waiver or amendment that constitutes a Major Decision or a Special Servicer Decision.

 

(ii)         If such Mortgage Loan or Serviced Whole Loan requires that the lender purchase the required government securities, then the Master Servicer shall purchase, or shall cause the purchase of, such obligations on behalf of the Trust, at the related Borrower’s expense, in accordance with the terms of such Mortgage Loan; provided that the Master Servicer shall not accept the amounts paid by the related Borrower to effect defeasance until acceptable government securities have been identified.

 

(iii)        To the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require the related Borrower to provide an Opinion of Counsel (which shall be an expense of the related Borrower) to the effect that the Trustee has a first priority perfected security interest in the defeasance collateral (including the government securities) and the assignment of the defeasance collateral is valid and enforceable; such opinion, together with any other certificates or documents to be required in connection with such defeasance shall be in form and substance acceptable to each Rating Agency.

 

(iv)        To the extent not inconsistent with such Mortgage Loan or Serviced Whole Loan, the Master Servicer shall require a certificate at the related Borrower’s expense from an Independent certified public accountant certifying to the effect that the government securities will provide cash flows sufficient to meet all payments of interest and principal (including payments at maturity) on such Mortgage Loan or Serviced Whole Loan in compliance with the requirements of the terms of the related Loan Documents.

 

(v)        Prior to permitting the release of any Mortgaged Property through defeasance, the Master Servicer shall obtain, at the related Borrower’s expense, a Rating Agency Confirmation; provided, the Master Servicer shall not be required to obtain such Rating Agency Confirmation from any Rating Agency if such Mortgage Loan at the time of such defeasance is not (x) a Mortgage Loan that (together with any Mortgage Loans cross-collateralized with such Mortgage Loan) is one of the ten largest Mortgage Loans by Stated Principal Balance, (y) a Mortgage Loan with a Stated Principal Balance equal to or greater than $20,000,000 or (z) a Mortgage Loan that represents 5% or more of the Stated Principal Balance of all Mortgage Loans.

 

(vi)        Prior to permitting release of any Mortgaged Property through defeasance, the Master Servicer shall require an Opinion of Counsel to the effect that such release will not cause an Adverse REMIC Event; provided that to the extent not inconsistent with the Mortgage Loan or Serviced Whole Loan, the related Borrower shall pay the cost related to the Opinion of Counsel (and shall otherwise be a Servicing Advance).

 


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(vii)     
No defeasance shall occur on or prior to the second anniversary of the Startup Day of the Trust REMICs, or in the case of any
Companion Loan, the later of the second anniversary of the Startup Day of the Trust REMICs and the second anniversary of the startup
day of any REMIC holding such Companion Loan.

 

(viii)     
The Trustee shall at the expense of the related Borrower (to the extent not inconsistent with the related Loan Documents) hold
the U.S. government securities as pledgee for the benefit of the Certificateholders and, if applicable, the Serviced Companion
Loan Noteholders, and the Certificate Administrator shall apply payments of principal and interest received on the government
obligations to the Collection Account (or Serviced Whole Loan Custodial Account) in respect of the defeased Mortgage Loan or Serviced
Whole Loan according to the payment schedule existing immediately prior to the defeasance.

 

(ix)       
The Master Servicer shall, in accordance with the Servicing Standard, enforce provisions in the Mortgage Loans that it is servicing
requiring Borrowers to pay all reasonable expenses associated with a defeasance.

 

(x)       
To the extent not inconsistent with such Mortgage Loan, or to the extent the related Loan Documents provide the lender with discretion,
the Master Servicer shall require a single purpose entity, formed solely for the purpose of owning and pledging the government
securities related to one or more of the Mortgage Loans, to act as a successor Borrower.

 

(xi)       
The Master Servicer may accept as defeasance collateral of any “government security,” within the meaning of Treasury
Regulations Section 1.860G-(2)(a)(8)(ii), notwithstanding any more restrictive requirements in the Loan Documents; provided,
that the Master Servicer has received an Opinion of Counsel that acceptance of such defeasance collateral will not cause an Adverse
REMIC Event.

 

(xii)      
Neither the Master Servicer nor the Special Servicer shall charge a fee for defeasance in excess of that permitted under the Loan
Documents in the event that the Loan Documents provide for such a fee limitation.

 

(h)       
If no Control Termination Event has occurred and is continuing, with respect to all Specially Serviced Loans and Performing Loans,
the Special Servicer shall, prior to waiving its rights or granting its consent to any proposed action of the Master Servicer
under this Section 3.09 (other than any action that constitutes a Special Servicer Decision),
and prior to itself taking such an action, obtain the written consent of the Directing Holder, which consent shall be deemed given
10 Business Days after receipt (unless earlier objected to) by the Directing Holder of the Master Servicer’s and/or Special
Servicer’s, as applicable, written analysis and recommendation with respect to such action together with such other information
reasonably requested by the Directing Holder. When the Special Servicer’s consent is requested under this Section
3.09, such consent shall be deemed given 15 Business Days (or such longer time period pursuant to the terms of the
related Co-Lender Agreement but not less than five (5) Business Days after the time period set forth therein for Directing Holder
approval) after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s
written


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analysis
and recommendation with respect to such proposed action together with such other information reasonably required by the Special
Servicer.

 

(i)        
Notwithstanding the foregoing, without any other approval or consent, the Master Servicer (for Performing Loans) or the Special
Servicer (for Specially Serviced Loans) may grant and process a Borrower’s request for (i) consent to subject the related
Mortgaged Property to an immaterial easement, right of way or similar agreement for utilities, access, parking, public improvements
or another purpose, (ii) consent to subordination of the related Mortgage Loan to such easement, right of way or similar agreement,
and (iii) consent to any other matter that is not a Major Decision or Special Servicer Decision. In any such case, the Master
Servicer or the Special Servicer, as applicable, will be entitled to 100% of the related fees.

 

Section
3.10      Appraisals; Realization upon Defaulted Loans. (a) With respect to any Serviced
Mortgage Loan, contemporaneously with the earliest of (i) the effective date of any (A) modification of the Maturity Date or extended
Maturity Date, a Mortgage Rate, principal balance or amortization terms of any Mortgage Loan or Serviced Whole Loan or any other
term of a Mortgage Loan or Serviced Whole Loan, (B) extension of the Maturity Date or extended Maturity Date of a Mortgage Loan
or Serviced Whole Loan as described below in Section 3.26 of this Agreement, or (C) consent
to the release of any Mortgaged Property from the lien of the related Mortgage other than pursuant to the terms of the related
Mortgage Loan or Serviced Whole Loan, (ii) the occurrence of an Appraisal Reduction Event, (iii) a default in the payment of a
Balloon Payment for which an extension is not granted, or (iv) the date on which the Special Servicer, consistent with the Servicing
Standard, requests an Updated Valuation, the Special Servicer shall use commercially reasonable efforts to obtain an Updated Valuation
(or a letter update for an existing appraisal which is less than two years old) within 60 days of such request, the cost of which
shall constitute a Servicing Advance; provided, that the Special Servicer shall not be required to obtain an Updated Valuation
pursuant to clauses (i) through (iv) above with respect to any Mortgaged Property for which there exists an Appraisal,
Updated Appraisal or Small Loan Appraisal Estimate which is less than nine months old unless the Special Servicer has actual knowledge
of a material adverse change in circumstances that, consistent with the Servicing Standard, would call into question the validity
of such Appraisal, Updated Appraisal or Small Loan Appraisal Estimate.

 

For
so long as a Serviced Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, the Special Servicer shall (i) within
30 days of the anniversary of each Appraisal Reduction Event and (ii) upon its determination that the value of the related Mortgaged
Property has materially changed, notify the Master Servicer of the occurrence of such time period or determination and obtain
letter updates to each Updated Valuation, the cost of which will be paid by the Master Servicer as a Servicing Advance (or to
the extent it would be a Nonrecoverable Advance, an expense of the Trust paid out of the Collection Account), or to conduct an
internal valuation, as applicable. Based upon such appraisal or valuation and receipt of information reasonably requested by the
Special Servicer from the Master Servicer necessary to calculate the Appraisal Reduction Amount, the Special Servicer shall determine
or redetermine, as applicable, and report to the Master Servicer, the Trustee, the Certificate Administrator, the Operating Advisor
and, with respect to any Serviced Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination
Event, the Directing Holder, the calculated or


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recalculated
amount of the Appraisal Reduction with respect to the Serviced Mortgage Loan or Serviced Whole Loan, as applicable. Such report
shall also be forwarded to the Holder of any related Companion Loan and the Master Servicer by the Special Servicer. With respect
to any Serviced Mortgage Loan other than an Excluded Loan, prior to the occurrence of a Consultation Termination Event, the Special
Servicer shall consult with the Directing Holder, with respect to any appraisal, valuation or downward adjustment in connection
with an Appraisal Reduction Amount. The Special Servicer shall calculate or recalculate the Appraisal Reduction Amount prior to
the Special Servicer granting extensions beyond one year or any subsequent extension after granting a one year extension with
respect to the same Serviced Mortgage Loan or Serviced Whole Loan. Subject to any required consent from the Directing Holder,
nothing herein is intended to limit the Special Servicer’s ability to pursue multiple strategies contemporaneously if the
Special Servicer deems such actions appropriate under the Servicing Standard. The Special Servicer shall update, in accordance
with the timing described above, each Small Loan Appraisal Estimate or Updated Appraisal for so long as an Appraisal Reduction
Event exists with respect to the related Serviced Mortgage Loan or Serviced Whole Loan and the Special Servicer shall recalculate
the Appraisal Reduction Amount based on such updated Small Loan Appraisal Estimate or Updated Appraisal. The Special Servicer
shall send all such letter updates and Updated Valuations to the Master Servicer, the Trustee, the Operating Advisor, the 17g-5
Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to Section
3.14(d) of this Agreement), the related Serviced Companion Loan Noteholder (if any) and, for so long as no Consultation
Termination Event has occurred, the Directing Holder.

 

The
Special Servicer shall monitor each Specially Serviced Loan, evaluate whether the causes of the default can be corrected over
a reasonable period without significant impairment of the value of the related Mortgaged Property, initiate corrective action
in cooperation with the Borrower if, in the Special Servicer’s judgment, cure is likely, and take such other actions (including
without limitation, negotiating and accepting a discounted payoff of a Serviced Mortgage Loan or Serviced Whole Loan) as are consistent
with the Servicing Standard. If, in the Special Servicer’s judgment, such corrective action has been unsuccessful, no satisfactory
arrangement can be made for collection of delinquent payments, and the Specially Serviced Loan has not been released from the
Trust Fund pursuant to any provision hereof, and except as otherwise specifically provided in Section
3.09(a) and Section 3.09(b) of this Agreement, the Special Servicer may, to the extent consistent with the Asset
Status Report (and with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing and
after consultation with the Risk Retention Consultation Party pursuant to Section 6.07) and with the Servicing Standard,
accelerate such Specially Serviced Loan and commence a foreclosure or other acquisition with respect to the related Mortgaged
Property or Properties, provided that the Special Servicer determines that such acceleration and foreclosure are more likely
to produce a greater recovery to Certificateholders and, if applicable, Serviced Companion Loan Noteholders (as a collective whole
as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders, constituted a single lender) (and with
respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such
Subordinate Companion Loan) on a present value basis (discounting at the related Calculation Rate) than would a waiver of such
default or an extension or modification in accordance with the provisions of Section 3.26
hereof. In connection with causing the Trust to foreclose on collateral that consists of multiple properties held for sale to
customers by the related Borrower (such as unsold condominium units in a single project), the Special Servicer directing such
foreclosure shall


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consider
the effect of the bidding price for the properties on the tax basis of such properties if such properties are likely to be treated
in the hands of the Trust as properties held for sale to customers. The Master Servicer shall pay the costs and expenses in any
such proceedings as a Servicing Advance unless the Master Servicer or the Special Servicer, as applicable, determines, in its
good faith judgment, that such Servicing Advance would constitute a Nonrecoverable Advance; provided, if such Servicing
Advance would constitute a Nonrecoverable Advance but the Special Servicer determines that such payment would be in best interests
of the Certificateholders and, if applicable, Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders
and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholders constituted a single lender (with the Master Servicer
permitted to conclusively rely upon any such determination by the Special Servicer), the Special Servicer shall direct the Master
Servicer to make such payment from the Collection Account (or, if applicable, the applicable Serviced Whole Loan Custodial Account),
which payment shall be an Additional Trust Fund Expense. The Trustee shall be entitled to conclusively rely upon any determination
of the Master Servicer or Special Servicer that a Servicing Advance, if made, would constitute a Nonrecoverable Advance. If the
Master Servicer does not make such Servicing Advance in violation of the second preceding sentence, the Trustee shall make such
Servicing Advance, unless the Trustee determines that such Servicing Advance would be a Nonrecoverable Advance. The Master Servicer
and the Trustee, as applicable, shall be entitled to reimbursement of Servicing Advances (with interest at the Reimbursement Rate)
made pursuant to this paragraph to the extent permitted by Section 3.06 of this Agreement.

 

(b)       
If the Special Servicer elects to proceed with a non-judicial foreclosure in accordance with the laws of the state where the Mortgaged
Property is located, the Special Servicer shall not be required to pursue a deficiency judgment against the related Borrower or
any other liable party if (i) the laws of the state do not permit such a deficiency judgment after a non-judicial foreclosure
or (ii) if the Special Servicer determines, in its best judgment, that the likely recovery if a deficiency judgment is obtained
will not be sufficient to warrant the cost, time, expense and/or exposure of pursuing the deficiency judgment.

 

(c)       
In the event that title to any Mortgaged Property is acquired (directly or through a single member limited liability company established
for that purpose) in foreclosure or by deed in lieu of foreclosure, the deed or certificate of sale shall be issued to the Trustee
(on behalf of the Trust Fund), or to its nominee or a separate Trustee or co-Trustee on behalf of the Trustee as Holder of the
Lower-Tier Regular Interests and the Certificateholders and, if applicable, the Serviced Companion Loan Noteholders. Notwithstanding
any such acquisition of title and cancellation of the related Mortgage Loan or Serviced Whole Loan, as applicable, such Mortgage
Loan or Serviced Whole Loan, as applicable, shall (except for purposes of Section 9.01
of this Agreement) be considered to be a Serviced REO Loan until such time as the related Serviced REO Property shall be sold
by the Trust Fund and shall be reduced only by collections net of expenses. Consistent with the foregoing, for purposes of all
calculations hereunder, so long as such Mortgage Loan or Serviced Whole Loan, as applicable, shall be considered to be an outstanding
Mortgage Loan or Serviced Whole Loan, as applicable:

 

(i)        
it shall be assumed that, notwithstanding that the indebtedness evidenced by the related Mortgage Note shall have been discharged,
such Mortgage Note and, for


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purposes
of determining the Stated Principal Balance thereof, the related amortization schedule in effect at the time of any such acquisition
of title shall remain in effect; and

 

(ii)        
subject to Section 1.02(g) of this Agreement, Net REO Proceeds received in any month
shall be applied to amounts that would have been payable under the related Mortgage Note(s) in accordance with the terms of such
Mortgage Note(s) and any applicable Co-Lender Agreement. In the absence of such terms, Net REO Proceeds shall, subject to Section
1.02(g) of this Agreement, be deemed to have been received first, in payment of the accrued interest that remained
unpaid on the date that the related Serviced REO Property was acquired by the Trust Fund; second, in respect of the delinquent
principal installments that remained unpaid on such date; and thereafter, Net REO Proceeds received in any month shall
be applied to the payment of installments of principal and accrued interest on such Mortgage Loan or Serviced Companion Loan,
as applicable, deemed to be due and payable in accordance with the terms of such Mortgage Note(s) and such amortization schedule
until such principal has been paid in full and then to other amounts due under such Mortgage Loan or Serviced Companion Loan,
as applicable. If such Net REO Proceeds exceed the Periodic Payment then payable, the excess shall be treated as a Principal Prepayment
received in respect of such Mortgage Loan or Serviced Companion Loan, as applicable.

 

(d)       
Notwithstanding any provision herein to the contrary, the Special Servicer shall not acquire for the benefit of the Trust Fund
any personal property pursuant to this Section 3.10 unless either:

 

(i)        
such personal property is incident to real property (within the meaning of Section 856(e)(l) of the Code) so acquired by the Special
Servicer for the benefit of the Trust Fund; or

 

(ii)        
the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense of the Trust Fund)
to the effect that the holding of such personal property by the Trust Fund will not cause an Adverse REMIC Event (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 or cause the Grantor Trust to fail to qualify as a grantor trust for federal
income tax purposes at any time that any Certificate is outstanding).

 

(e)       
Notwithstanding any provision to the contrary in this Agreement, the Special Servicer shall not, on behalf of the Trust Fund,
obtain title to any direct or indirect partnership interest or other equity interest in any Borrower pledged pursuant to any pledge
agreement unless the Special Servicer shall have requested and received an Opinion of Counsel (which opinion shall be an expense
of the Trust Fund (and in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation
provisions of the related Co-Lender Agreement)) to the effect that the holding of such partnership interest or other equity interest
by the Trust Fund will not cause an Adverse REMIC Event or cause the Grantor Trust to


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fail
to qualify as a grantor trust for federal income tax purpose at any time that any Certificate is outstanding.

 

(f)        
Notwithstanding any provision to the contrary contained in this Agreement, the Special Servicer shall not cause the Trustee, on
behalf of the Trust Fund, to obtain title to a Mortgaged Property as a result of or in lieu of foreclosure or otherwise, to obtain
title to any direct or indirect partnership interest in any Borrower pledged pursuant to a pledge agreement and thereby be the
beneficial owner of a Mortgaged Property, have a receiver of rents appointed with respect to, and shall not otherwise cause the
Trustee to acquire possession of, or take any other action with respect to, any Mortgaged Property if, as a result of any such
action, the Trustee, for the benefit of the Certificateholders (including the Holders of Loan-Specific Certificates), the Trust
Fund, the Certificateholders or Serviced Companion Loan Noteholders, if applicable, would be considered to hold title to, to be
a “mortgagee-in-possession” of, or to be an “owner” or “operator” of such Mortgaged Property
within the meaning of the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended from time to
time, or any comparable law, unless the Special Servicer has previously determined in accordance with the Servicing Standard,
based on an updated environmental assessment report prepared by an Independent Person who regularly conducts environmental audits
(which report shall be an expense of the Trust), performed within six months prior to any such acquisition of title or other action
that:

 

(i)        
such Mortgaged Property is in compliance with applicable environmental laws or, if not, after consultation with an environmental
consultant, that it would be in the best economic interest of the Certificateholders (and with respect to the Serviced Whole Loans,
the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion
Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Serviced Companion Loan,
taking into account the pari passu or subordinate nature of such Serviced Companion Loan), to take such actions as are necessary
to bring such Mortgaged Property in compliance therewith, and

 

(ii)        
there are no circumstances present at such Mortgaged Property relating to the use, management or disposal of any Hazardous Materials
for which investigation, testing, monitoring, containment, clean-up or remediation could be required under any currently effective
federal, state or local law or regulation, or that, if any such Hazardous Materials are present for which such action could be
required, after consultation with an environmental consultant, it would be in the best economic interest of the Certificateholders
(and with respect to any Serviced Whole Loan, the Serviced Companion Loan holders), as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan holders constituted a single lender (and with respect to any Serviced Whole Loan with
a related Serviced Companion Loan, taking into account the pari passu or subordinate nature of such Serviced Companion Loan),
to take such actions with respect to the affected Mortgaged Property.

 

In
the event that the environmental assessment first obtained by the Special Servicer with respect to a Mortgaged Property indicates
that such Mortgaged Property may not be in compliance with applicable environmental laws or that Hazardous Materials may be present
but does not definitively establish such fact, the Special Servicer shall cause such further


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environmental
tests to be conducted by an Independent Person who regularly conducts such tests as the Special Servicer shall deem prudent to
protect the interests of Certificateholders and, if applicable, the Serviced Companion Loan Noteholders. Any such tests shall
be deemed part of the environmental assessment obtained by the Special Servicer for purposes of this Section
3.10.

 

(g)       
The environmental assessment contemplated by Section 3.10(f) of this Agreement shall
be prepared within three months (or as soon thereafter as practicable) of the determination that such assessment is required by
any Independent Person who regularly conducts environmental audits for purchasers of commercial property where the Mortgaged Property
is located, as determined by the Special Servicer in a manner consistent with the Servicing Standard. Upon the written direction
of the Special Servicer and delivery by the Special Servicer to the Master Servicer of pertinent back-up information the Master
Servicer shall advance the cost of preparation of such environmental assessments as a Servicing Advance unless the Master Servicer
determines, in its good faith judgment, that such Servicing Advance would be a Nonrecoverable Advance (in which case it shall
be an expense of the Trust and withdrawn from the Collection Account or, in the case of a Serviced Whole Loan, an expense of the
Trust and the related Companion Loan Noteholders and shall be withdrawn in accordance with the related Co-Lender Agreement by
the Master Servicer from the related Serviced Whole Loan Custodial Account (such withdrawal to be made from amounts on deposit
therein that are otherwise payable on or allocable to such Serviced Whole Loan)). The Master Servicer or the Trustee, as applicable,
shall be entitled to reimbursement of Servicing Advances (with interest at the Reimbursement Rate) made pursuant to the preceding
sentence to the extent permitted by Section 3.06. The Special Servicer shall provide
written reports and a copy of any environmental assessments in electronic format to the Directing Holder (if no Consultation Termination
Event has occurred and is continuing), the Master Servicer, the related Serviced Companion Loan Noteholder (if any), the Risk
Retention Consultation Party (other than with respect to any Excluded Risk Retention Consultation Party Loan) and the 17g-5 Information
Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website pursuant to Section
3.14(d) of this Agreement), monthly regarding any actions taken by the Special Servicer with respect to any Mortgaged
Property securing a Defaulted Loan or defaulted Serviced Companion Loan as to which the environmental testing contemplated by
Section 3.10(f) of this Agreement has revealed that either of the conditions set forth
in clauses (i) and (ii) of the first sentence thereof has not been satisfied, in each case until the earlier to
occur of (i) satisfaction of both such conditions, (ii) repurchase of the related Mortgage Loan by the Mortgage Loan Seller or
(iii) release of the lien of the related Mortgage on such Mortgaged Property.

 

(h)       
If (i) (A) the Special Servicer determines pursuant to Section 3.10(f)(i) of this Agreement that a Mortgaged Property is
not in compliance with applicable environmental laws but that it is in the best economic interest of the Trust Fund (and with
respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders), as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders constituted a single lender, to take such actions as are necessary to
bring such Mortgaged Property in compliance therewith, or (B) the Special Servicer determines pursuant to Section 3.10(f)(ii)
of this Agreement that the circumstances referred to therein relating to Hazardous Materials are present but that it is in
the best economic interest of the Trust Fund (and with respect to the Serviced Whole Loans, the Serviced Companion Loan Noteholders),
as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single
lender, to take such action


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with
respect to the containment, clean-up or remediation of Hazardous Materials affecting such Mortgaged Property as is required by
law or regulation, and (ii) the environmental assessment obtained pursuant to this Section 3.10 establishes that there
has been no breach of any of the representations and warranties set forth in the applicable Mortgage Loan Purchase Agreement for
which the applicable Mortgage Loan Seller could be required to repurchase the related Defaulted Loan, then the Special Servicer
shall (with the consent of the Directing Holder if no Control Termination Event has occurred and is continuing) take such action
as it deems to be in the best economic interest of the Trust Fund (and with respect to the Serviced Whole Loans, the Serviced
Companion Loan Noteholders), as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders
constituted a single lender, other than proceeding to acquire title to the Mortgaged Property. 

 

If
the conditions in the preceding paragraph are satisfied, the Special Servicer is hereby authorized ((A) prior to the occurrence
and continuance of a Control Termination Event (or with respect to any Serviced AB Whole Loan, after the occurrence and during
the continuation of an AB Control Appraisal Period, but prior to the occurrence and continuance of a Control Termination Event)
and (B) other than with respect to any Excluded Loan), with the consent of the Directing Holder, at such time as it deems appropriate
to release such Mortgaged Property from the lien of the related Mortgage; provided that, if such Mortgage Loan has a then-outstanding
principal balance of greater than $1,000,000, then prior to the release of the related Mortgaged Property from the lien of the
related Mortgage, (i) the Special Servicer shall have notified the Rating Agencies, the Trustee, the Certificate Administrator,
the Master Servicer and ((A) prior to the occurrence of a Consultation Termination Event and (B) other than with respect to any
Excluded Loan) the Directing Holder, in writing of its intention to so release such Mortgaged Property and the basis for such
intention, (ii) the Certificate Administrator shall have posted such notice of the Special Servicer’s intention to so release
such Mortgaged Property to the Certificate Administrator’s Website pursuant to Section 4.02 and (iii) in addition
to the prior written consent of the Directing Holder as required above, the Holders of Certificates entitled to a majority of
the Voting Rights shall have consented or have been deemed to have consented to such release within thirty (30) days of the Certificate
Administrator’s posting such notice to the Certificate Administrator’s Website (failure to respond by the end of
such 30 day period being deemed consent of the Holders of the Certificates). 

 

Notwithstanding
the foregoing, if the Special Servicer reasonably determines that it is likely that within such 30-day period irreparable environmental
harm to such Mortgaged Property would result from the presence of such Hazardous Materials and provides a prior written statement
to the Trustee and the Certificate Administrator setting forth the basis for such determination, then the Special Servicer may
take or cause to be taken such action to remedy such condition as may be consistent with the Servicing Standard. None of the Trustee,
the Certificate Administrator, the Master Servicer or the Special Servicer shall be obligated to take any action or not take any
action pursuant to this Section 3.10(h) at the direction of the Certificateholders or
with respect to any Serviced Whole Loan, at the direction of the Certificateholders and the related Serviced Companion Loan Noteholders
unless the Certificateholders and, with respect to any Serviced Companion Loan, the Serviced Companion Loan Noteholders agree
to indemnify the Trustee, the Certificate Administrator, the Master Servicer and the Special Servicer with respect to such action
or inaction. The Master Servicer shall advance the cost of any such compliance, containment, clean-up or remediation as a


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Servicing
Advance unless the Master Servicer determines, in its good faith judgment, that such Advance would constitute a Nonrecoverable
Advance (in which case it shall be an expense of the Trust and withdrawn from the Collection Account or, in the case of a Serviced
Whole Loan, an expense of the Trust and the related Companion Loan Noteholders and shall be withdrawn in accordance with the related
Co-Lender Agreement by the Master Servicer from the related Serviced Whole Loan Custodial Account (such withdrawal to be made
from amounts on deposit therein that are otherwise payable on or allocable to such Serviced Whole Loan)).

 

(i)        
The Special Servicer shall notify the Master Servicer of any Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced
Mortgage Loan) which is abandoned or foreclosed that requires reporting to the IRS and shall provide the Master Servicer with
all information regarding forgiveness of indebtedness and required to be reported with respect to any Mortgage Loan (other than
a Non-Serviced Mortgage Loan) or Serviced Whole Loan which is abandoned or foreclosed and the Master Servicer shall report to
the IRS and the related Borrower, in the manner required by applicable law, such information and the Master Servicer shall report,
via Form 1099C or Form 1099A, all forgiveness of indebtedness to the extent such information has been provided to the Master Servicer
by the Special Servicer. The Master Servicer shall deliver a copy of any such report to the Trustee and the Certificate Administrator.

 

(j)        
The costs of any Updated Valuation obtained pursuant to this Section 3.10 shall be paid
by the Master Servicer as a Servicing Advance and shall be reimbursable from the Collection Account or, with respect to the Serviced
Whole Loans, first, from the applicable Serviced Whole Loan Custodial Account and second, to the extent amounts
in the Serviced Whole Loan Custodial Accounts are insufficient therefor, from the Collection Account in accordance with Section
3.06(a); provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection
Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise
on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for a pro rata portion
of such amount allocable to the related Serviced Companion Loans from the related Companion Loan Noteholders.

 

With
respect to each Servicing Shift Whole Loan, on and after the related Servicing Shift Securitization Date, if pursuant to the related
Co-Lender Agreement and the related Non-Serviced PSA, and as appropriate for enforcing the terms of such Servicing Shift Whole
Loan, as applicable, the related Other Servicer requests in writing delivery to it of the original Note, then the Custodian shall
release or cause the release of such original Note to the related Other Servicer or its designee

 

Section
3.11      Custodian to Cooperate; Release of Mortgage Files. Upon the payment in full of
any Mortgage Loan or Serviced Whole Loan, or the receipt by the Master Servicer of a notification that payment in full has been
escrowed in a manner customary for such purposes, the Master Servicer shall immediately notify the Custodian by a certification
(which certification shall include a statement to the effect that all amounts received or to be received in connection with such
payment which are required to be deposited in the Collection Account or the applicable Serviced Whole Loan Custodial Account,
as applicable, pursuant to Section 3.05 of this Agreement have been or will be so deposited)
of a Servicing Officer and shall request delivery to it of the related Mortgage File. Any expense incurred in connection with
any instrument of


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satisfaction
or deed of conveyance that is not paid by the related Borrower shall be chargeable to the Trust Fund. The Master Servicer agrees
to use reasonable efforts in accordance with the Servicing Standard to enforce any provision in the relevant Loan Documents that
require the Borrower to pay such amounts. No expenses incurred in connection with any instrument of satisfaction or deed of conveyance
shall be an expense of the Custodian.

 

From
time to time upon request of the Master Servicer or the Special Servicer and delivery to the Custodian of a Request for Release,
the Custodian shall promptly release the Mortgage File (or any portion thereof) designated in such Request for Release to the
Master Servicer or the Special Servicer, as applicable, or its designee. Upon return of the foregoing to the Custodian, or in
the event of a liquidation or conversion of the Mortgage Loan or the Serviced Whole Loan into a Serviced REO Property, or in the
event of a substitution of a Mortgage Loan pursuant to Section 2.04 of this Agreement,
or receipt by the Custodian of a certificate of a Servicing Officer stating that such Mortgaged Property was liquidated and that
all amounts received or to be received in connection with such liquidation which are required to be deposited into the Collection
Account or the applicable Serviced Whole Loan Custodial Account, as applicable, have been so deposited, or that such Mortgage
Loan or Serviced Whole Loan has become a Serviced REO Property, or that the Master Servicer has received a Qualified Substitute
Mortgage Loan and the applicable Substitution Shortfall Amount, the Custodian shall deliver a copy of the Request for Release
to the Master Servicer or the Special Servicer, as applicable. If from time to time, pursuant to the terms of the applicable Co-Lender
Agreement or Non-Serviced PSA, and as appropriate for enforcing the terms of the related Non-Serviced Mortgage Loan, the Non-Serviced
Master Servicer or the Non-Serviced Special Servicer requests delivery to it of the original Mortgage Note by providing the Trustee
and the Custodian a Request for Release, then the Custodian shall release or cause the release of such original Mortgage Note
to the Non-Serviced Master Servicer or the Non-Serviced Special Servicer or its designee.

 

Within
five (5) Business Days (or, in case of an emergency, within such shorter period as is reasonable under the circumstances) after
receipt of a written certification of a Servicing Officer, the Trustee shall execute and deliver to the Master Servicer (with
respect to Performing Loans) and the Special Servicer (with respect to Specially Serviced Loans and REO Loans) any court pleadings,
requests for a trustee’s sale or other documents prepared by the Special Servicer, its agents or attorneys, necessary to
the foreclosure or trustee’s sale in respect of a Mortgaged Property or to any legal action brought to obtain judgment
against any Borrower on the Mortgage Note or Mortgage or to obtain a deficiency judgment, or to enforce any other remedies or
rights provided by the Mortgage Note or Mortgage or otherwise available at law or in equity. Each such certification shall include
a request that such pleadings or documents be executed by the Trustee and a statement as to the reason such documents or pleadings
are required, that the proposed action is consistent with the Servicing Standard and that the execution and delivery thereof by
the Trustee will not invalidate or otherwise affect the lien of the Mortgage, except for the termination of such a lien upon completion
of the foreclosure or trustee’s sale.

 

Section
3.12      Servicing Fees, Certificate Administrator/Trustee Fees and Special Servicing Compensation.
(a) As compensation for its activities hereunder, the Master Servicer shall be entitled to the Servicing Fee with respect to each
Mortgage Loan and Serviced Companion Loan. The Master Servicer’s rights to the Servicing Fee may not be transferred in
whole or in part except in connection with the transfer of all of the Master Servicer’s responsibilities and


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obligations
under this Agreement or as provided in the second succeeding paragraph with respect to the Excess Servicing Fee.

 

In
addition, the Master Servicer shall be entitled to receive, as additional Servicing Compensation, to the extent permitted by applicable
law and the related Loan Documents and any related Co-Lender Agreement, (i) all investment income earned on amounts on deposit
in the Collection Account (and with respect to each Serviced Whole Loan, the related Serviced Whole Loan Custodial Account) and
certain Reserve Accounts (to the extent consistent with the related Loan Documents), (ii) any Net Default Interest and any other
Penalty Charges collected by the Master Servicer or the Special Servicer during a Collection Period accrued on any Performing
Loan (and the related Serviced Companion Loan, if applicable), in each case, remaining after application thereof during such Collection
Period to pay the Advance Interest Amount relating to such Performing Loan and to pay or reimburse the Trust for any unreimbursed
Additional Trust Fund Expenses (other than Special Servicing Fees, Workout Fees and Liquidation Fees) relating to such Performing
Loan incurred during or prior to such Collection Period, and, in the case of the Serviced Whole Loans, to the extent allocated
to the related Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, in the related Co-Lender Agreement and as
further described in Section 3.12(c), (iii) to the extent permitted by applicable law
and the related Loan Documents, (A) with respect to any Mortgage Loan (and the related Serviced Companion Loans) that is a Performing
Loan, (1) 100% of any Excess Modification Fees which do not involve a Major Decision or Special Servicer Decision and (2) 50%
of any Excess Modification Fees which involve a Major Decision or Special Servicer Decision (whether or not processed by the Special
Servicer) and (B) with respect to any Specially Serviced Loans, 0% of any Modification Fees, (iv) 100% of any defeasance fees
provided that for the avoidance of doubt, any such defeasance fee will not include any Modification Fees or waiver fees
in connection with a defeasance that the Special Servicer is entitled to hereunder, (v) (A) with respect to any Mortgage Loan
(and the related Serviced Companion Loans) that is a Performing Loan, (1) 100% of Assumption Fees and consent fees which do not
involve a Major Decision or Special Servicer Decision and (2) 50% of Assumption Fees and consent fees which involve a Major Decision
or Special Servicer Decision (whether or not processed by the Special Servicer) and (B) with respect to Specially Serviced Loans,
0% of Assumption Fees and consent fees, (vi) 100% of beneficiary statement charges, demand fees or similar items (but not including
Prepayment Premiums or Yield Maintenance Charges) on all Mortgage Loans (and the related Serviced Companion Loans) that are Performing
Loans, (vii) 100% of assumption application fees with respect to Mortgage Loans (and the related Serviced Companion Loans) for
which the Master Servicer is processing the underlying assumption related transaction (whether or not the consent of the Special
Servicer is required), (viii) any amounts collected for checks returned for insufficient funds (with respect to any Serviced Mortgage
Loan or Specially Serviced Loan) and (ix) 50% of any fee paid in connection with any Major Decision or Special Servicer Decision
for a Performing Loan (regardless of whether the Master Servicer or Special Servicer processes the related request) and 0% of
any fee paid in connection with any Major Decision or Special Servicer Decision for a Specially Serviced Loan. The Master Servicer
shall also be entitled pursuant to, and to the extent provided in, Section 3.06(a)(viii) or Section 3.07(b) of this
Agreement, as applicable, to withdraw from the Collection Account and to receive from any Borrower Accounts (to the extent not
payable to the related Borrower under the Mortgage Loan or applicable law), Net Prepayment Interest Excess, if any, that accrue
on the Mortgage Loans that it is servicing and any interest or other income earned on deposits therein. In addition, the Master
Servicer shall be entitled to the portion of Net Default


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Interest
and any late payment fees or penalty charges collected by the Other Servicer servicing a Non-Serviced Mortgage Loan that are allocated
to such Non-Serviced Mortgage Loan remaining after application thereof to reimburse interest on related P&I Advances and to
reimburse the Trust for certain expenses of the Trust, if applicable, as provided in this Agreement. Except as specified in the
preceding sentence and except with respect to clause (i) in this paragraph, the Master Servicer will not be entitled to
the compensation set forth in clauses (iii) and (iv) in this paragraph with respect to a Non-Serviced Mortgage Loan.
Notwithstanding anything to the contrary, the Master Servicer and the Special Servicer will each be entitled to charge reasonable
review fees in connection with any Borrower request to the extent such fees are not prohibited under the related Loan Documents
and are actually paid by or on behalf of the related Borrower. Notwithstanding anything herein to the contrary, the Master Servicer
and the Special Servicer shall be entitled to Net Default Interest with respect to any Pari Passu Companion Loan as additional
servicing compensation to the extent permitted under the related Co-Lender Agreement (including if the related Co-Lender Agreement
provides that the Master Servicer and the Special Servicer shall be entitled to Net Default Interest if and to the extent provided
in this Agreement).

 

With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not
to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have
the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee,
the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part
of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall
nevertheless be entitled to charge its portion of the related fee to which the Special Servicer would have been entitled if the
Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such fee charged by the Special Servicer.

 

The
Master Servicer and any successor holder of the Excess Servicing Fee Rights that relate to the Mortgage Loans (and any successor
REO Loans with respect to such Mortgage Loans) shall be entitled, at any time, at its own expense, to transfer, sell, pledge or
otherwise assign such Excess Servicing Fee Rights in whole (but not in part), in either case, to any Qualified Institutional Buyer
or Institutional Accredited Investor (other than a Plan); provided that no such transfer, sale, pledge or other assignment
shall be made unless (i) that transfer, sale, pledge or other assignment is exempt from the registration and/or qualification
requirements of the Act and any applicable state securities laws and is otherwise made in accordance with the Act and such state
securities laws, (ii) the prospective transferor shall have delivered to the Depositor a certificate substantially in the form
attached as Exhibit AA-1 hereto, and (iii) the prospective transferee shall have delivered to the Master Servicer and the
Depositor a certificate substantially in the form attached as Exhibit AA-2 hereto. None of the Depositor, the Trustee,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar is obligated
to register or qualify an Excess Servicing Fee Right under the Act or any other securities law or to take any action not otherwise
required under this Agreement to permit the transfer, sale, pledge or assignment of an Excess Servicing Fee Right without registration
or qualification. The Master Servicer and each holder of an Excess Servicing Fee Right desiring to effect a transfer, sale, pledge
or other assignment of such Excess Servicing Fee Right shall, and 


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the
Master Servicer hereby agrees, and each such holder of an Excess Servicing Fee Right by its acceptance of such Excess Servicing
Fee Right shall be deemed to have agreed, in connection with any transfer of such Excess Servicing Fee Right effected by such
Person, to indemnify the Certificateholders, the Trust, the Depositor, the Underwriters, the Certificate Administrator, the Trustee,
the Master Servicer, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer and the Special Servicer
against any liability that may result if such transfer is not exempt from registration and/or qualification under the Act or other
applicable federal and state securities laws or is not made in accordance with such federal and state laws or in accordance with
the foregoing provisions of this paragraph. By its acceptance of an Excess Servicing Fee Right, the holder thereof shall be deemed
to have agreed not to use or disclose such information in any manner that could result in a violation of any provision of the
Act or other applicable securities laws or that would require registration of such Excess Servicing Fee Right or any Certificate
pursuant to the Act. From time to time following any transfer, sale, pledge or assignment of an Excess Servicing Fee Right, the
Master Servicer with respect to the related Mortgage Loan or successor REO Loan with respect thereto to which the Excess Servicing
Fee Right relates, shall pay, out of each amount paid to the Master Servicer as Servicing Fee with respect to such Mortgage Loan
or REO Loan, as the case may be, the related Excess Servicing Fees to the holder of such Excess Servicing Fee Right within one
Business Day following the payment of such Servicing Fee to the Master Servicer, in each case in accordance with payment instructions
provided by such holder in writing to the Master Servicer. The holder of an Excess Servicing Fee Right shall not have any rights
under this Agreement except as set forth in the preceding sentences of this paragraph. None of the Certificate Administrator,
the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Special Servicer or the
Trustee shall have any obligation whatsoever regarding payment of the Excess Servicing Fee or the assignment or transfer of the
Excess Servicing Fee Right.

 

As
compensation for its activities hereunder on each Distribution Date, the Certificate Administrator shall be entitled with respect
to each Mortgage Loan to its portion of the Certificate Administrator/Trustee Fee, which shall be payable from amounts on deposit
in the Lower-Tier REMIC Distribution Account. The Certificate Administrator shall pay the Trustee the Trustee’s portion
of the Certificate Administrator/Trustee Fee. The Certificate Administrator’s rights to the Certificate Administrator/Trustee
Fee may not be transferred in whole or in part except in connection with the transfer of all of its responsibilities and obligations
under this Agreement.

 

Except
as otherwise provided herein, the Master Servicer shall pay all of its overhead expenses incurred by it in connection with its
servicing activities hereunder, including all fees of any sub-servicers retained by it (but excluding Mortgage Loan Seller Sub-Servicers).
Except as otherwise provided herein, the Trustee and the Certificate Administrator shall each pay all expenses incurred by it
in connection with its activities hereunder.

 

As
compensation for its activities hereunder, the Special Servicer shall be entitled with respect to each Specially Serviced Loan
and Serviced REO Loan to the Special Servicing Compensation, which shall be payable from amounts on deposit in the Collection
Account or the Serviced Whole Loan Custodial Account, as applicable, as set forth in Section 3.06
of this Agreement. The Special Servicer’s rights to the Special Servicing Fee may not be transferred in whole
or in part except in connection with the transfer of all of the Special Servicer’s responsibilities and obligations under
this Agreement. In addition, the Special Servicer shall be


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entitled
to receive, as Special Servicing Compensation, to the extent permitted by applicable law and the related Loan Documents, (i) any
Net Default Interest and any other Penalty Charges collected by the Master Servicer or the Special Servicer during a Collection
Period accrued on any Specially Serviced Loan remaining after application thereof during such Collection Period (and in the case
of the Serviced Whole Loans, as set forth in and subject to the terms of the related Co-Lender Agreement and Section
3.12(c) herein) to pay the Advance Interest Amount relating to such Specially Serviced Loan and any unreimbursed Additional
Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation Fees) incurred during or prior to such Collection
Period on such related Specially Serviced Loan (but not NSF check fees and the like, which shall be paid to the Master Servicer)
as further described below in this subsection (b), (ii) (a) 100% of any Excess Modification Fees related to the Specially Serviced
Loans, (b) 50% of any Excess Modification Fees on Mortgage Loans (and the related Serviced Companion Loans) that are Performing
Loans which involve a Major Decision or Special Servicer Decision (whether or not processed by the Special Servicer) and (c) 0%
of any Modification Fees on Mortgage Loans (and the related Serviced Companion Loans) that are Performing Loans which do not involve
a Major Decision or Special Servicer Decision, (iii)(a) 100% of any Assumption Fees and consent fees on Specially Serviced Loans,
(b) 50% of any Assumption Fees and consent fees on Mortgage Loans (and the related Serviced Companion Loans) that are Performing
Loans which involve a Major Decision or Special Servicer Decision (whether or not processed by the Special Servicer) and (c) 0%
of any Assumption Fees and consent fees on Mortgage Loans (and the related Serviced Companion Loans) that are non- Specially Serviced
Loans which do not involve a Major Decision or Special Servicer Decision, (iv) 100% of assumption application fees received with
respect to the Mortgage Loans (and the related Serviced Companion Loans) for which the Special Servicer is processing the underlying
assumption related transaction, (v) 100% of beneficiary statement charges, demand fees or similar items (but not including Prepayment
Premiums or Yield Maintenance Charges) on Specially Serviced Loans, and (vi) any interest or other income earned on deposits in
the REO Accounts or any Loss of Value Reserve Fund. Notwithstanding anything to the contrary, the Master Servicer and the Special
Servicer will each be entitled to charge reasonable review fees in connection with any Borrower request. Notwithstanding anything
herein to the contrary, the Master Servicer and the Special Servicer shall be entitled to Net Default Interest with respect to
any Pari Passu Companion Loan as additional servicing compensation to the extent permitted under the related Co-Lender Agreement
(including if the related Co-Lender Agreement provides that the Master Servicer and the Special Servicer shall be entitled to
Net Default Interest if and to the extent provided in this Agreement).

 

With
respect to any of the preceding fees as to which both the Master Servicer and the Special Servicer are entitled to receive a portion
thereof, the Master Servicer and the Special Servicer shall each have the right, but not any obligation, to reduce or elect not
to charge its respective portion of such fee; provided that (A) neither the Master Servicer nor the Special Servicer shall have
the right to reduce or elect not to charge the portion of any such fee due to the other and (B) to the extent either the Master
Servicer or the Special Servicer exercises its right to reduce or elect not to charge its respective portion in any such fee,
the party that reduced or elected not to charge its respective portion of such fee shall not have any right to share in any part
of the other party’s portion of such fee. If the Master Servicer decides not to charge any fee, the Special Servicer shall
nevertheless be entitled to charge its portion of the related fee to which the Special 


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Servicer
would have been entitled if the Master Servicer had charged a fee and the Master Servicer shall not be entitled to any of such
fee charged by the Special Servicer.

 

Except
as otherwise provided herein, the Special Servicer shall pay all expenses incurred by it in connection with its servicing activities
hereunder, including all fees of any sub-servicers retained by it.

 

In
addition, the Special Servicer shall be entitled to the portion of Net Default Interest and any other Penalty Charges collected
by the Other Special Servicer servicing the related Non-Serviced Mortgage Loan and that are allocated to such Non-Serviced Mortgage
Loan remaining after application thereof during such Collection Period to pay the Advance Interest Amount relating to such Non-Serviced
Mortgage Loan and any unreimbursed Additional Trust Fund Expenses (including Special Servicing Fees, Workout Fees and Liquidation
Fees) incurred during or prior to such Collection Period on such related Non-Serviced Mortgage Loan (but not NSF check fees and
similar fees, which shall be paid to the Master Servicer) as provided in this Agreement. Except as specified in the preceding
sentence, the Special Servicer will not be entitled to the compensation set forth in this Section
3.12 with respect to a Non-Serviced Mortgage Loan.

 

(b)       
In addition, a Workout Fee will be payable to the Special Servicer with respect to each Mortgage Loan (other than any Non-Serviced
Mortgage Loan) or Serviced Whole Loan that ceases to be a Specially Serviced Loan pursuant to the definition thereof. As to each
such Mortgage Loan or Serviced Whole Loan, the Workout Fee will be payable out of each collection of interest and principal (including
scheduled payments, prepayments, Balloon Payments and payments at maturity) received on such Mortgage Loan or Serviced Whole Loan
for so long as it remains a Corrected Loan. The Workout Fee with respect to any such Mortgage Loan or Serviced Whole Loan will
cease to be payable if such loan again becomes a Specially Serviced Loan or if the related Mortgaged Property becomes a Serviced
REO Property; provided that a new Workout Fee will become payable if and when such Mortgage Loan or Serviced Whole Loans again
ceases to be a Specially Serviced Loan. If the Special Servicer is terminated (other than for cause) or resigns with respect to
any or all of its servicing duties, it shall retain the right to receive any and all Workout Fees payable with respect to the
Mortgage Loans that cease to be a Specially Serviced Loan during the period that it had responsibility for servicing such Specially
Serviced Loan (or for any Specially Serviced Loan that had not yet become a Corrected Loan because as of the time that the Special
Servicer is terminated the Borrower has not made three consecutive monthly debt service payments and subsequently the Specially
Serviced Loan becomes a Corrected Loan) at the time of such termination or resignation (and the successor Special Servicer shall
not be entitled to any portion of such Workout Fees), in each case until the Workout Fee for any such loan ceases to be payable
in accordance with the preceding sentence.

 

A
Liquidation Fee will be payable to the Special Servicer, except as described below, with respect to (i) each Mortgage Loan or
Trust Subordinate Companion Loan repurchased by a Mortgage Loan Seller, (ii) each Specially Serviced Loan or REO Loan, or (iii)
each Defaulted Loan that is a Non-Serviced Mortgage Loan sold by the Special Servicer in accordance with the proviso in Section
3.16(b) of this Agreement, in each case, as to which the Special Servicer obtains a full, partial or discounted payoff
from the related Borrower, a loan purchaser or Mortgage Loan Seller, as applicable, and, except as otherwise described below,
with respect to any Specially Serviced Loan or REO Property as to which the Special Servicer recovered any Liquidation


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Proceeds;
provided, however, for clarification, in the case of clause (iii), should the Non-Serviced Mortgage Loan
be sold by the Other Special Servicer, then the Liquidation Fee shall be paid to such Other Special Servicer. As to each such
Mortgage Loan or Trust Subordinate Companion Loan repurchased by a Mortgage Loan Seller after the Initial Resolution Period (and
giving effect to any Resolution Extension Period) in accordance with Section 2.04(e)
of this Agreement or Specially Serviced Loan and Serviced REO Property, the Liquidation Fee will be payable from the related payment
or proceeds. Notwithstanding anything to the contrary described above, no Liquidation Fee will be payable based on, or out of,
Liquidation Proceeds to the extent set forth in the definition of “Liquidation Fee” herein. With respect to any future
mezzanine debt, to the extent not prohibited by the Loan Documents, the Master Servicer or Special Servicer, as applicable, shall
require that the related mezzanine intercreditor agreement provide that if a Mortgage Loan is purchased by the related mezzanine
lender on a date that is more than 90 days following the date that the related option first becomes exercisable, such mezzanine
lender shall be required to pay a Liquidation Fee equal to the amount that the Special Servicer would otherwise be entitled to
under this Agreement with respect to a liquidation of such Mortgage Loan (provided, that such Liquidation Fee shall in
all circumstances be payable by the related mezzanine lender and shall not, under any circumstances, be payable out of the Trust
unless the Master Servicer fails to require the related mezzanine intercreditor agreement to require the mezzanine lender to pay
such amounts in breach of its obligation to do so under this paragraph). If Liquidation Proceeds are received with respect to
any Specially Serviced Loan as to which the Special Servicer is properly entitled to a Workout Fee, such Workout Fee will be payable
based on and out of the portion of such Liquidation Proceeds that constitute principal and/or interest. Notwithstanding anything
herein to the contrary, the Special Servicer shall only be entitled to receive a Liquidation Fee or a Workout Fee, but not both,
with respect to Liquidation Proceeds received on any Mortgage Loan or any Specially Serviced Loan. If (i) the Special Servicer
resigns or has been terminated, and (ii) either prior or subsequent to such resignation or termination, either (A) a Specially
Serviced Loan was liquidated or modified pursuant to an action plan submitted by the initial Special Servicer and approved (or
deemed approved) by the Directing Holder or the Special Servicer has determined to grant a forbearance, or (B) a Specially Serviced
Loan being monitored by the Special Servicer subsequently became a Corrected Loan, then in either such event the Special Servicer
shall be paid the related Workout Fee or Liquidation Fee, as applicable.

 

The
Special Servicer shall be required to pay out of its own funds all expenses incurred by it in connection with its servicing activities
hereunder (including, without limitation, any amounts, other than management fees in respect of REO Properties, due and owing
to any of its sub-servicers, any amounts due and owing to any of its Affiliates, and the premiums for any blanket insurance policy
obtained by it insuring against hazard losses pursuant to Section 3.08 of this Agreement,
except to the extent such premiums are reimbursable pursuant to Section 3.08 of this
Agreement), if and to the extent such expenses are not expressly payable directly out of the Collection Account or if a Serviced
Whole Loan is involved, the applicable Serviced Whole Loan Custodial Account or the applicable REO Account or as a Servicing Advance,
and the Special Servicer shall not be entitled to reimbursement therefor except as expressly provided in this Agreement.

 

The
Special Servicer and its Affiliates shall be prohibited from receiving or retaining any compensation or any other remuneration
(including, without limitation, in the form of commissions, brokerage fees, rebates, or as a result of any other fee-sharing arrangement)
from


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any
Person (including, without limitation, the Trust, any Borrower, any Manager, any guarantor or indemnitor in respect of a Mortgage
Loan or Serviced Whole Loan and any purchaser of any Mortgage Loan, Serviced Companion Loan or REO Property) in connection with
the disposition, workout or foreclosure of any Mortgage Loan or Serviced Whole Loan, the management or disposition of any REO
Property, or the performance of any other special servicing duties under this Agreement, other than as expressly provided in this
Agreement; provided that such prohibition shall not apply to Permitted Special Servicer/Affiliate Fees.

 

(c)       
In determining the compensation of the Master Servicer or Special Servicer, as applicable, with respect to Penalty Charges, on
any Distribution Date, the aggregate Penalty Charges collected on any Mortgage Loan or, unless prohibited by the related Co-Lender
Agreement to be so applied, any Serviced Companion Loan, during the related Collection Period shall be applied (as between Default
Interest and late payment charges, in the priority set forth in the definition of “Advance Interest Amount”) to reimburse
(i) the Master Servicer or the Trustee for interest on Advances at the Reimbursement Rate with respect to such Mortgage Loan that
accrued in the period that such Penalty Charges were collected and advance interest to any related Serviced Companion Loan Service
Provider for any debt service advance made by such party with respect to any related Serviced Companion Loan that accrued in the
period that such Penalty Charges were collected, (ii) the Trust Fund for all interest on Advances with respect to such Mortgage
Loan or Serviced Whole Loan previously paid to the Master Servicer, the Trustee or to any Serviced Companion Loan Service Provider
pursuant to Section 3.06(a)(vi) or Section 3.06(b)(vi)
of this Agreement, and (iii) the Trust Fund for any Additional Trust Fund Expenses (other than Special Servicing Fees,
Workout Fees and Liquidation Fees) with respect to such Mortgage Loan or Serviced Whole Loan paid in the Collection Period that
such Penalty Charges were collected and not previously paid out of Penalty Charges, and any Penalty Charges remaining thereafter
shall be distributed pro rata to the Master Servicer and the Special Servicer based upon the amount of Penalty Charges
the Master Servicer or the Special Servicer would otherwise have been entitled to receive during such period with respect to such
Mortgage Loan without any such application. Except as set forth in this Agreement, the Special Servicer shall not be entitled
to any Special Servicing Fees, Workout Fees or Liquidation Fees with respect to any Non-Serviced Mortgage Loan or any related
REO Property. For the avoidance of doubt, the portion of Penalty Charges allocated to a Mortgage Loan that is part of a Non-Serviced
Whole Loan (in accordance with the applicable Co-Lender Agreement and, if applicable, the Non-Serviced PSA) shall be allocated
in accordance with clauses (i), (ii) and (iii) above (except that, Advances in clauses (i) and (ii)
shall mean P&I Advances).

 

If
a Servicing Shift Whole Loan becomes a Specially Serviced Loan prior to the applicable Servicing Shift Securitization Date, the
Special Servicer shall service and administer such Servicing Shift Whole Loan and any related REO Property in the same manner
as any other Specially Serviced Loan or Serviced REO Property and shall be entitled to all rights and compensation earned with
respect to such Serviced Whole Loan as Special Servicer of such Serviced Whole Loan. With respect to a Servicing Shift Mortgage
Loan, prior to the applicable Servicing Shift Securitization Date, no other special servicer will be entitled to any such compensation
or have such rights and obligations. If a Servicing Shift Whole Loan is still a Specially Serviced Loan on the applicable Servicing
Shift Securitization Date, the Other Special Servicer and the Special Servicer shall be entitled to compensation with respect
to such Servicing Shift Whole Loan as if the Special Servicer were being terminated as the Special Servicer with


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respect
to such Servicing Shift Whole Loan and the Other Special Servicer were replacing the Special Servicer as the successor Special
Servicer with respect to such Servicing Shift Whole Loan.

 

If
a Servicing Shift Whole Loan is being specially serviced on the applicable Servicing Shift Securitization Date, the Special Servicer
shall be entitled to compensation for the period during which it acted as Special Servicer with respect to such Whole Loan, including
its share of any liquidation or workout fees and any additional servicing compensation as well as all surviving indemnity and
other rights in respect of such special servicing role under this Agreement.

 

(d)       
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall be entitled to reimbursement from
the Trust Fund (and, prior to recovery from the Trust Fund, in the case of any Serviced Whole Loans, subject to the related Co-Lender
Agreement, first, from the related Subordinate Companion Loan up to the full principal balance thereof, if any, and second,
to the extent any such costs and expenses remain unreimbursed, from the related Mortgage Loan and the Collection Account, or in
the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, first, out of the related Serviced Whole Loan Custodial
Account from collections on the related Serviced Pari Passu Companion Loan and the related Mortgage Loan on a pro rata
basis by principal balance, and second, to the extent any such costs and expenses remain unreimbursed, out of the Collection Account)
for the costs and expenses incurred by them in the performance of their duties under this Agreement which are “unanticipated
expenses incurred by the REMIC” within the meaning of Treasury Regulations Section 1.860G-1(b)(3)(iii). Such expenses shall
include, by way of example and not by way of limitation, environmental assessments, Updated Appraisals and appraisals in connection
with foreclosure, the fees and expenses of any administrative or judicial proceeding and expenses expressly identified as reimbursable
in Section 3.06(a)(xv) of this Agreement. All such costs and expenses shall be treated
as costs and expenses of the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the related Serviced Whole Loan,
as applicable.

 

(e)       
No provision of this Agreement or of the Certificates shall require the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee to expend or risk their own funds or otherwise
incur any financial liability in the performance of any of their duties hereunder or thereunder, or in the exercise of any of
their rights or powers, if, in the good faith business judgment of the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator or the Trustee, as the case may be, repayment of such funds
would not be ultimately recoverable from late payments, Net Insurance Proceeds, Net Liquidation Proceeds and other collections
on or in respect of the Mortgage Loans, or from adequate indemnity from other assets comprising the Trust Fund against such risk
or liability.

 

If
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
or the Trustee receives a request or inquiry from a Borrower, any Certificateholder or any other Person the response to which
would, in the Master Servicer’s, the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s,
the Asset Representations Reviewer’s or the Trustee’s good faith business judgment require the assistance of Independent
legal counsel or other consultant to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor,
the Asset Representations


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Reviewer
or the Trustee, the cost of which would not be an expense of the Trust Fund or any Serviced Companion Loan Noteholder hereunder,
then the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee, as the case may be, shall not be required to take any action in response to such request or inquiry unless
such Borrower, such Certificateholder, or such other Person, as applicable, makes arrangements for the payment of the Master Servicer’s,
the Special Servicer’s, the Certificate Administrator’s, the Operating Advisor’s, the Asset Representations
Reviewer’s or the Trustee’s expenses associated with such counsel (including, without limitation, posting an advance
payment for such expenses) satisfactory to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer or the Trustee, as the case may be, in its sole discretion. Unless such arrangements
have been made, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee, as the case may be, shall have no liability to any Person for the failure to respond to such request
or inquiry.

 

Section
3.13      Reports to the Certificate Administrator; Collection Account Statements. (a) The Master
Servicer shall deliver to the Certificate Administrator no later than 3:00 p.m. (New York City time) one Business Day prior to
the Master Servicer Remittance Date prior to each Distribution Date (beginning in November 2019), (i) the CREFC® Loan
Periodic Update File with respect to all of the Mortgage Loans that it is servicing for the related Distribution Date (which shall
include, without limitation, the amount of Pooled Available Funds allocable to the Mortgage Loans and the amount of Stanwix Available
Funds allocable to the Trust Subordinate Companion Loan) including information therein that states the anticipated P&I Advances
for the related Distribution Date and (ii) the CREFC® Appraisal Reduction Template. The Master Servicer’s
responsibilities under this Section 3.13(a) with respect to Serviced REO Loans shall
be subject to the satisfaction of the Special Servicer’s obligations under Section 3.23
of this Agreement. The Master Servicer shall make available to each Serviced Companion Loan Noteholder with respect to the related
Whole Loan or, if such Serviced Companion Loan is securitized, the respective Other Servicer, the CREFC® Investor
Reporting Package (CREFC® IRP) (excluding any templates) pursuant to the terms of this Agreement on a monthly
basis by (i) prior to the securitization of the related Companion Loan, the Distribution Date or (ii) following the securitization
of the related Companion Loan, no later than the time(s) that it or any portion thereof is made available to the Certificate Administrator.

 

Not
later than 5:00 p.m. (New York City time) on the Master Servicer Remittance Date, the Master Servicer shall deliver to the Certificate
Administrator the CREFC® Schedule AL File in EDGAR Compatible Format; provided, however, that the Master Servicer
shall have no obligation to prepare or deliver the CREFC® Schedule AL File unless the Master Servicer receives
the Initial Schedule AL File, the Initial Schedule AL Additional File and the Annex A to the Prospectus from the Depositor pursuant
to Section 2.01(f). If the CREFC® Schedule AL File is not provided by
5:00 p.m. (New York City time) on the Master Servicer Remittance Date, the Certificate Administrator shall notify the Depositor
and request such CREFC® Schedule AL File from the Master Servicer, in each case, via email at notices@ccre.com
and michael_a_tilden@keybank.com, respectively. In preparing the CREFC® Schedule AL File and any Schedule
AL Additional File for any given Distribution Date, and without any due diligence, investigation or verification, the Master Servicer
shall be entitled to conclusively rely, absent manifest error, on the content, completeness, accuracy and compliance with any
applicable


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requirements
of Items 1111(h) and 1125 of Regulation AB and Item 601(b) of Regulation SK under the Securities Act as in effect on the Closing
Date of the Initial Schedule AL File, the Initial Schedule AL Additional File and the Annex A to the Prospectus. The Master Servicer
may concurrently with the delivery of the related CREFC® Schedule AL File, deliver any related Schedule AL Additional
File in EDGAR-Compatible Format to the Certificate Administrator. The CREFC® Schedule AL File and the Schedule
AL Additional File shall each be a single file. Neither the Certificate Administrator nor the Master Servicer shall be required
to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files, unless, solely with respect to the
Master Servicer, multiple Sub-Servicers prepare and submit such CREFC® Schedule AL Files or Schedule AL Additional
Files to the Master Servicer. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify
the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or any Schedule
AL Additional File.

 

Any
information (other than information which the Master Servicer has the primary responsibility to generate) reflected in any CREFC®
Schedule AL File or Schedule AL Additional File shall be based solely upon reports delivered to the Master Servicer by any
such other responsible third party.

 

In
the absence of manifest error, the Master Servicer shall be entitled to conclusively rely upon, without investigation or inquiry,
any information and reports delivered to it by any third party, and the Certificate Administrator shall be entitled to conclusively
rely upon the Master Servicer’s reports and the Special Servicer’s reports and any information provided by the Trustee,
without any duty or obligation to recompute, verify or recalculate any of the amounts and other information stated therein.

 

(b)       
For so long as the Master Servicer makes deposits into or credits to and withdrawals or debits from the Collection Account or
any Serviced Whole Loan Custodial Account, not later than 15 days after each Distribution Date, the Master Servicer shall forward
to the Certificate Administrator a statement prepared by the Master Servicer setting forth the status of each of the Collection
Account and each Serviced Whole Loan Custodial Account as of the close of business on the last Business Day of the prior Collection
Period and showing the aggregate amount of deposits into and withdrawals from the Collection Account and each Serviced Whole Loan
Custodial Account of each category of deposit (or credit) specified in Section 3.05 of
this Agreement and each category of withdrawal (or debit) specified in Section 3.06 of
this Agreement for the related Collection Period, in each case for the Mortgage Loans (including the Non-Serviced Mortgage Loans).
The Trustee and the Certificate Administrator and its agents and attorneys may at any time during normal business hours, upon
reasonable notice, inspect and copy the books, records and accounts of the Master Servicer solely relating to the Mortgage Loans
and the performance of its duties hereunder.

 

(c)       
Beginning in November 2019, no later than 4:00 p.m. (New York City time) on each Master Servicer Remittance Date, the Master Servicer
shall deliver or cause to be delivered to the Certificate Administrator (who shall promptly post such reports to the Certificate
Administrator’s Website pursuant to Section 4.02(b)(iii)(B) of this Agreement) and the Operating Advisor the following
reports (in electronic form) with respect to the Mortgage Loans that it is servicing (and, if applicable, the related REO Properties),
providing the required information as of the immediately preceding Determination Date: (i) to the extent the Master Servicer has
received


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the
most recent CREFC® Special Servicer Loan File from the Special Servicer at the time required, the most recent
CREFC® Delinquent Loan Status Report, CREFC® Historical Loan Modification and Corrected Mortgage
Loan Report, the CREFC® Loan Setup File (with respect to the first Distribution Date) and CREFC®
REO Status Report received from such Special Servicer, (ii) the most recent CREFC® Property File, CREFC®
Financial File, CREFC® Comparative Financial Status Report and the CREFC® Loan Level Reserve/LOC
Report (in each case incorporating the data required to be included in the CREFC® Special Servicer Loan File),
(iii) the CREFC® Servicer Watch List with information that is current as of such Determination Date and (iv) the
CREFC® Advance Recovery Report.

 

The
information that pertains to Specially Serviced Loans and REO Properties reflected in such reports shall be based solely upon
the reports delivered by the Special Servicer to the Master Servicer (other than information as to which the Master Servicer has
the primary responsibility to generate) no later than the related Determination Date in the form required by Section
3.13(g) of this Agreement or shall be provided by means of such reports so delivered by the Special Servicer to the
Master Servicer in the form so required. In the absence of manifest error, the Master Servicer shall be entitled to conclusively
rely upon, without investigation or inquiry, the information and reports delivered to it by the Special Servicer, and the Certificate
Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s
reports and any information provided by the Certificate Administrator or the Trustee without any duty or obligation to recompute,
verify or recalculate any of the amounts and other information stated therein.

 

(d)       
The Master Servicer (with respect to the Performing Loans) shall deliver or cause to be delivered to (or the Special Servicer
(with respect to Specially Serviced Loans and REO Properties) shall deliver or cause to be delivered to the Master Servicer, who
shall forward to) the Trustee, the Certificate Administrator, the Serviced Companion Loan Noteholders, the Underwriters, the Initial
Purchasers and the Operating Advisor, the following materials, in each case to the extent that such materials or the information
on which they are based have been received by the Master Servicer or the Special Servicer, as applicable, with respect to the
Mortgage Loans or REO Properties, as applicable, that the Master Servicer or the Special Servicer, as applicable, is servicing:

 

(i)        
Within 45 days after receipt of any quarterly operating statement, if any, commencing within 45 days of receipt of such quarterly
operating statement for the quarter ending March 31, 2020, with respect to each Performing Loan (other than any Non-Serviced Mortgage
Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from the Special Servicer (in written
format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan), a CREFC® Operating
Statement Analysis Report for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar
quarter, together with copies of the related operating statements and rent rolls (but only to the extent the related Borrower
is required by the related Loan Documents to deliver, or otherwise agrees to provide such information and, with respect to operating
statements and rent rolls for Specially Serviced Loans and REO Properties, only to the extent received by the Special Servicer);
provided however, that any such analysis or report with respect to the first calendar quarter of each year
shall not be required to the extent provided in the then current applicable CREFC® guidelines (it


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being
understood that as of the Closing Date, the applicable CREFC® guidelines provide that such analysis or report
with respect to the first calendar quarter (in each year) is not required for a Mortgaged Property unless such Mortgaged Property
is analyzed on a trailing 12-month basis, or if the related Serviced Mortgage Loan is on the CREFC® Servicer Watch
List). The Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans
and Serviced REO Properties), as applicable, shall use commercially reasonable efforts to obtain said quarterly and other periodic
operating statements and related rent rolls, which efforts shall include a letter sent to the related Borrower (except with respect
to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting such quarterly and other periodic operating
statements and related rent rolls until they are received to the extent such action is consistent with applicable law and the
terms of the related Loan Documents. The Master Servicer (with respect to Performing Loans) will deliver to the Certificate Administrator,
the Operating Advisor and each holder of a Serviced Companion Loan by electronic means the operating statement analysis upon request
or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall deliver to the Master Servicer who
will forward to the Certificate Administrator, the Operating Advisor and each Holder of a Serviced Companion Loan by electronic
means the operating statement analysis upon request.

 

(ii)        
At least annually, on or before June 30 of each year, beginning with June 30, 2020, with respect to each Mortgage Loan (other
than a Non-Serviced Mortgage Loan), Specially Serviced Loan and Serviced REO Loan (to the extent prepared by and received from
the Special Servicer (in written format or in electronic media) in the case of any Specially Serviced Loan or Serviced REO Loan),
a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property as of
the end of the preceding calendar year (initially, year-end 2019), together with copies of the related operating statements and
related rent rolls (but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to
provide such information and, with respect to operating statements and related rent rolls for Specially Serviced Loans and REO
Properties, only to the extent received by the Special Servicer) for the current trailing 12 months, if available, or year-to-date,
provided, however, that with respect to any obligation of the Master Servicer or Special Servicer, as applicable,
to provide a year-end analysis or update, such analysis or update shall not be required to the extent such analysis or update
is not required to be provided under the then current applicable CREFC® guidelines. The Master Servicer (or the
Special Servicer in the case of Specially Serviced Loans and Serviced REO Properties) shall use commercially reasonable efforts
to obtain said annual and other periodic operating statements and related rent rolls, which efforts shall include a letter sent
to the related Borrower (except with respect to any Non-Serviced Mortgage Loan) (followed up with telephone calls), requesting
such annual and other periodic operating statements and related rent rolls until they are received to the extent such action is
consistent with applicable law and the terms of the related Loan Documents. Upon receipt of such annual and other periodic operating
statements (including year-to-date statements) and related rent rolls, the Master Servicer shall promptly update the CREFC®
Operating Statement Analysis Report (commencing with the quarter ending March 31, 2020).


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(iii)       
Within 45 days after receipt by the Special Servicer (with respect to Specially Serviced Loan or Serviced REO Property) or the
Master Servicer (with respect to Performing Loans) of any annual year-end operating statements or rent rolls with respect to any
Mortgaged Property (except with respect to any Non-Serviced Mortgage Loan) or Serviced REO Property (to the extent prepared by
and received from the Special Servicer in the case of any Specially Serviced Loan or Serviced REO Property), commencing within
45 days of receipt of such statements for the calendar year ending December 31, 2019, a CREFC® NOI Adjustment
Worksheet for such Mortgaged Property (with the annual year-end operating statements attached thereto as an exhibit), but only
to the extent the related Borrower is required by the related Loan Documents to deliver, or otherwise agrees to provide, such
information, presenting the computation to “normalize” the full year net operating income and debt service coverage
numbers used by the Master Servicer in preparing the CREFC® NOI Adjustment Worksheet. The Master Servicer will
use the “Normalized” column from the CREFC® NOI Adjustment Worksheet to update the full year-end data
on any CREFC® Operating Statement Analysis Report and will use any operating statements received with respect
to any Mortgaged Property (other than any Mortgaged Property which is a Serviced REO Property or constitutes security for a Specially
Serviced Loan or a Non-Serviced Mortgage Loan) to update the CREFC® Operating Statement Analysis Report for such
Mortgaged Property; provided, however, that any analysis or update with respect to the year-end or first quarter
of each year shall not be required to the extent such analysis or update is not required to be provided under the then current
applicable CREFC® guidelines. The Master Servicer (with respect to Performing Loans) shall deliver to the Certificate
Administrator, the Operating Advisor and each holder of a Serviced Companion Loan by electronic means the CREFC®
NOI Adjustment Worksheet upon request or the Special Servicer (with respect to Specially Serviced Loans and REO Properties) shall
deliver to the Master Servicer who shall deliver to the Certificate Administrator, the Operating Advisor and each Holder of a
Serviced Companion Loan by electronic means the CREFC® NOI Adjustment Worksheet upon request. 

 

The
Master Servicer (with respect to Performing Loans) shall forward (and the Special Servicer (with respect to Specially Serviced
Loans and Serviced REO Properties) shall deliver to the Master Servicer who shall forward), upon request of any NRSRO, copies
of the related operating statements or rent rolls (promptly following the initial preparation and each material revision thereof)
to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s
Website, and upon request, to the Certificate Administrator, the Directing Holder, and with respect to any Serviced Companion
Loan, the related Companion Holder and (with respect to Performing Loans) the Special Servicer. Upon the request of any NRSRO
to receive copies of all or any portion of such items, the Master Servicer (with respect to Performing Loans) shall deliver (and
the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Properties) shall deliver to the Master Servicer
who shall deliver) copies of the requested items so collected thereby to the 17g-5 Information Provider.

 

The
Master Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property (and
shall not be required to maintain any such report for a Mortgaged Property securing a Non-Serviced Mortgage Loan) and Serviced
REO Property (to the


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extent
prepared by and received from the Special Servicer in the case of any Serviced REO Property or any Mortgaged Property constituting
security for a Specially Serviced Loan) relating to a Mortgage Loan that it is servicing. The CREFC® Operating
Statement Analysis Report for each Mortgaged Property (other than any such Mortgaged Property that secures a Non-Serviced Mortgage
Loan or that is a Serviced REO Property or constitutes security for a Specially Serviced Loan) is to be updated with trailing
12-month information, as available, or year-to-date information until 12-month trailing information (commencing with the quarter
ending March 31, 2020) is available by the Master Servicer and such updated report shall be delivered to the Trustee, the Certificate
Administrator, the Operating Advisor, the Directing Holder and any related Serviced Companion Loan Noteholder in the calendar
month following receipt by the Master Servicer of such updated trailing or year-to-date operating statements and related rent
rolls for such Mortgaged Property.

 

The
Special Servicer shall pursuant to Section 3.13(h) of this Agreement, deliver to the
Master Servicer the information required of it pursuant to this Section 3.13(d) with
respect to Specially Serviced Loans and Serviced REO Loans.

 

(e)       
In connection with their servicing of the Mortgage Loans (other than any Non-Serviced Mortgage Loan) and Serviced REO Properties,
the Master Servicer and the Special Servicer, as applicable, shall provide to each other and to the Trustee and the Certificate
Administrator, written notice of any event that comes to their knowledge with respect to a Mortgage Loan or Serviced REO Property
that the Master Servicer or the Special Servicer, respectively, determines, in accordance with the Servicing Standard, would have
a material adverse effect on such Mortgage Loan or Serviced REO Property, which notice shall include an explanation as to the
reason for such material adverse effect.

 

(f)        
The Master Servicer or the Special Servicer, as applicable, shall make available to the Directing Holder copies of all rent rolls,
operating statements and financial statements actually provided by each Borrower, including any monthly or quarterly statements
or rent rolls, within 15 Business Days of receipt.

 

(g)       
On or before 2:00 p.m. Central Time on each Determination Date, the Special Servicer shall deliver, or cause to be delivered,
to the Master Servicer, and the Master Servicer shall deliver, upon the request of any of the Trustee, the Certificate Administrator,
the Operating Advisor, the Depositor, the Directing Holder or any Rating Agency, to such requesting party, the CREFC®
Special Servicer Loan File with respect to the Specially Serviced Loans (and, if applicable, the related Serviced REO Properties),
providing the required information as of the Determination Date (or, upon the reasonable request of any Master Servicer, data
files in a form reasonably acceptable to the Master Servicer and the Special Servicer), which CREFC® Special Servicer
Loan File shall include data, to enable the Master Servicer to produce the CREFC® Supplemental Servicer Reports.
Such reports or data shall be presented in writing and in an electronic format acceptable to the Master Servicer.

 

(h)       
The Special Servicer shall deliver or cause to be delivered to the Master Servicer, and the Master Servicer shall deliver, upon
the request of any of the Trustee, the Certificate Administrator, the Operating Advisor, the Depositor, the Controlling Class
or any Rating Agency, to such requesting party, without charge, the following materials for Specially


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Serviced
Loans or Serviced REO Properties, as applicable, in each case to the extent that such materials or the information on which they
are based have been received by the Special Servicer:

 

(i)        
At least annually, on or before June 1 of each year, commencing in 2020, with respect to each Specially Serviced Loan and Serviced
REO Loan, a CREFC® Operating Statement Analysis Report for the related Mortgaged Property or Serviced REO Property
as of the end of the preceding calendar year (initially year-end December 31, 2019) together with copies of the operating statements
and related rent rolls for the related Mortgaged Property or Serviced REO Property as of the end of the preceding calendar year
(but only to the extent the related Borrower is required by the Mortgage to deliver, or otherwise agrees to provide, such information
and, with respect to operating statements and related rent rolls for Specially Serviced Loans and Serviced REO Properties, only
to the extent requested by the Special Servicer) and for the current trailing 12 months, if available, or year-to-date. The Special
Servicer shall use its reasonable efforts to obtain said annual and other periodic operating statements and related rent rolls
with respect to each Mortgaged Property constituting security for a Specially Serviced Loan and each Serviced REO Property.

 

(ii)        
Within 30 days of receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property relating
to a Specially Serviced Loan or Serviced REO Property, a CREFC® NOI Adjustment Worksheet for such Mortgaged Property
or Serviced REO Property (with the annual operating statements attached thereto as an exhibit); provided, that, with the
consent of the Master Servicer, the Special Servicer may instead provide data files in a form reasonably acceptable to the Master
Servicer and the Special Servicer. The Special Servicer will use the “Normalized” column from the CREFC®
NOI Adjustment Worksheet to update the full year-end data on any CREFC® Operating Statement Analysis Report
and will use any operating statements received with respect to any Mortgaged Property relating to a Specially Serviced Loan or
Serviced REO Property to update the CREFC® Operating Statement Analysis Report for such Mortgaged Property.

 

The
Special Servicer shall forward copies of the related operating statements or rent rolls (promptly following the initial preparation
and each material revision thereof) to the Master Servicer, and the Master Servicer shall deliver them to the 17g-5 Information
Provider, and the 17g-5 Information Provider shall post all such items to the 17g-5 Information Provider’s Website, and
upon request, to the Certificate Administrator, the Directing Holder, and with respect to any Serviced Companion Loan, the related
Companion Holder and the applicable Master Servicer. Upon the request of any NRSRO to receive copies of all or any portion of
such items, the Special Servicer shall deliver copies of the requested items so collected thereby to the 17g-5 Information Provider.

 

The
Special Servicer shall maintain one CREFC® Operating Statement Analysis Report for each Mortgaged Property securing
a Specially Serviced Loan and each Serviced REO Property. The CREFC® Operating Statement Analysis Report for each
Mortgaged Property securing a Specially Serviced Loan and each Serviced REO Property is to be updated by the Special Servicer
and such updated report delivered to the Master Servicer within 45 days after receipt by the Special Servicer of updated operating
statements for each such Mortgaged Property;


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provided,
that, the Special Servicer may instead provide data files in an electronic form acceptable to the Special Servicer. The Special
Servicer shall provide each such report to the Master Servicer in the then applicable CREFC® format.

 

(i)        
If the Master Servicer or the Special Servicer, as applicable, is required to deliver any statement, report or information under
any provision of this Agreement (including Section 3.14), the Master Servicer or the
Special Servicer, as the case may be, may satisfy such obligation by (x) delivering such statement, report or information in a
commonly used electronic format or (y) making such statement, report or information available on the Master Servicer’s
Website, unless this Agreement expressly specifies a particular method of delivery or such statement, report or information must
be filed with the Commission as contemplated in Article X; provided that all reports
required to be delivered to the Certificate Administrator shall be delivered in accordance with clause (x).

 

(j)        
The Master Servicer may, but is not required to, make any of the reports or files it delivers pursuant to this Section
3.13 available each month on the Master Servicer’s Website only with the use of a password, in which case the
Master Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password
shall be deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective
Certificateholder who requests such password, and has delivered an Investor Certification to the Trustee, the Certificate Administrator
and the Master Servicer. In connection with providing access to the Master Servicer’s Website, the Master Servicer may
require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules
and procedures, which may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution
of an agreement governing the availability, use and disclosure of such information, and which may provide indemnification to the
Master Servicer for any liability or damage that may arise therefrom.

 

(k)       
With respect to each Collection Period, the Special Servicer shall deliver or cause to be delivered to the Master Servicer within
two Business Days following the Determination Date and the Master Servicer shall, to the extent it has received, deliver to the
Certificate Administrator, without charge and on the same day as the Master Servicer is required to deliver the CREFC®
Investor Reporting Package, an electronic report which may include html, word or excel compatible format, clean and searchable
pdf. format or such other format as mutually agreeable between the Certificate Administrator and the Special Servicer (or Master
Servicer on its behalf) that discloses and contains an itemized listing of any Disclosable Special Servicer Fees received by the
Special Servicer or any of its Affiliates during the related Collection Period; provided that no report regarding Disclosable
Special Servicer Fees shall be required to be delivered if there are no Disclosable Special Servicer Fees for the related Collection
Period.

 

(l)        
The Master Servicer and the Certificate Administrator shall, at the request of Holders of a majority of the Voting Rights allocable
to the Loan-Specific Certificates, prepare a separate set of the reports and information described in this Section 3.13
with respect to the Trust Subordinate Companion Loan and the Loan-Specific Certificates. Holders of Loan-Specific Certificates
shall be entitled to access to such reports and other information in a manner substantially similar to the procedures described
in this Section 3.13 and in Section 4.02 of this Agreement.

 


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Section
3.14      Access to Certain Documentation. (a) The Master Servicer and Special Servicer, as applicable,
shall provide to any Certificateholders and any Serviced Companion Loan Noteholders that are federally insured financial institutions,
the Operating Advisor (but only if a Control Termination Event has occurred and is continuing), the Directing Holder (but only
if no Consultation Termination Event has occurred and is continuing), the Federal Reserve Board, the FDIC and the Office of the
Comptroller of the Currency and the supervisory agents and examiners of such boards and such corporations, and any other federal
or state banking or insurance regulatory authority that may exercise authority over any Certificateholder or Serviced Companion
Loan Noteholder is subject, access to the documentation regarding the Mortgage Loans or the Whole Loans, as applicable, that it
is servicing required by applicable regulations of the Federal Reserve Board, FDIC, Office of the Comptroller of the Currency
or any such federal or state banking or regulatory authority, such access being afforded without charge but only upon reasonable
written request and during normal business hours at the offices of the Master Servicer or Special Servicer, as applicable. At
the election of the Master Servicer or the Special Servicer, such access may be afforded to such Person identified above by the
delivery of copies of information as requested by such Person and the Master Servicer or the Special Servicer shall be permitted
to require payment (other than from the Directing Holder and the Trustee and the Certificate Administrator on its own behalf or
on behalf of the Certificateholders, as applicable) of a sum sufficient to cover the reasonable out-of-pocket costs incurred by
it in making such copies. Such access shall (except as described in the preceding sentence) be afforded without charge but only
upon reasonable prior written request and during normal business hours at the offices of the Certificate Administrator or the
Custodian. In addition, upon reasonable prior written notice to the Master Servicer or the Special Servicer, as the case may be,
the Trustee, the Certificate Administrator, the Operating Advisor (but only if a Control Termination Event has occurred and is
continuing), the Depositor or their accountants or other representatives shall have reasonable access to review the documents,
correspondence and records in the possession of the Master Servicer or the Special Servicer, as the case may be, as they relate
to a Mortgaged Property and any Serviced REO Property during normal business hours at the offices of the Master Servicer or the
Special Servicer, as the case may be. Nothing in this Section 3.14 shall detract from
the obligation of the Master Servicer and Special Servicer to observe any applicable law prohibiting disclosure of information
with respect to the Borrowers, and the failure of the Master Servicer and Special Servicer to provide access as provided in this
Section 3.14 as a result of such obligation shall not constitute a breach of this Section
3.14.

 

(b)       
In connection with providing or granting any information or access pursuant to the prior paragraph to a Certificateholder, Serviced
Companion Loan Noteholder or any regulatory authority that may exercise authority over a Certificateholder or Serviced Companion
Loan Noteholder, the Master Servicer and the Special Servicer may each require payment from such Certificateholder or Serviced
Companion Loan Noteholder (to the extent permitted in the related Co-Lender Agreement) of a sum sufficient to cover the reasonable
costs and expenses of providing such information or access, including copy charges and reasonable fees for employee time and for
space; provided that no charge may be made if such information or access was required to be given or made available under
applicable law. In connection with providing Certificateholders or Serviced Companion Loan Noteholders access to the information
described in the preceding paragraph the Master Servicer and the Special Servicer, as applicable, may require (prior to affording
such access) a written confirmation executed by the requesting Person substantially in such form as may be reasonably acceptable
to the Master Servicer or the Special


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Servicer,
as the case may be, generally to the effect that such Person is a Holder of Certificates or a beneficial holder of Book-Entry
Certificates or is a Serviced Companion Loan Noteholder or a regulator or governmental body and will keep such information confidential.

 

(c)       
Upon the reasonable request of (1) any Certificateholder identified to the Master Servicer or the Special Servicer, as applicable,
to the Master Servicer’s or the Special Servicer’s, as applicable, reasonable satisfaction (or, with respect to
any Serviced Companion Loan, the request of any Serviced Companion Loan Noteholder), the Master Servicer or the Special Servicer,
as applicable, may provide (or forward electronically) (at the expense of such Certificateholder or Serviced Companion Loan Noteholder)
copies of any appraisals, operating statements, rent rolls and financial statements obtained by the Master Servicer or the Special
Servicer, as applicable, or (2) any Controlling Class Certificateholder identified to the Master Servicer or the Special Servicer,
as applicable, to the Master Servicer’s or the Special Servicer’s, as applicable, reasonable satisfaction, the Master
Servicer or the Special Servicer, as applicable, shall provide (or forward electronically) (at the expense of such Controlling
Class Certificateholder) any Excluded Information in the Master Servicer’s or the Special Servicer’s, as applicable,
possession (available on the Certificate Administrator’s Website but not accessible to such Controlling Class Certificateholder
through the Certificate Administrator’s Website on account of it constituting Excluded Information) relating to any Excluded
Controlling Class Loan in which such Controlling Class Certificateholder is not a Borrower Party; provided that, in connection
therewith, the Master Servicer or the Special Servicer, as applicable, may require a written confirmation executed by the requesting
Person substantially in such form as may be reasonably acceptable to the Master Servicer or Special Servicer, generally to the
effect that such Person is a Holder of Certificates or a Serviced Companion Loan or a beneficial holder of Book-Entry Certificates
or a regulator or a governmental body and will keep such information confidential and will use such information only for the purpose
of analyzing asset performance and evaluating any continuing rights the Certificateholder may have under this Agreement. For the
avoidance of doubt, neither the Master Servicer nor the Special Servicer, as applicable, shall make any Asset Status Reports available
to any Certificateholders on its website.

 

(d)       
The 17g-5 Information Provider shall make available solely to the Depositor and to any NRSRO that delivers an NRSRO Certification
to the 17g-5 Information Provider the following items to the extent such items are delivered to it via electronic mail at ratingagencynotice@citi.com
(or such other address as the 17g-5 Information Provider shall specify by written notice to the other parties hereto)
in an electronic format readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system,
specifically with a subject reference of “CF 2019-CF2 Mortgage Trust, Series 2019-CF2” and an identification of the
type of information being provided in the body of such electronic mail; or via any alternative electronic mail address following
notice to the parties hereto or any other delivery method established or approved by the 17g-5 Information Provider if or as may
be necessary or beneficial (provided, if such information is not in electronic format readable and uploadable (that is
not locked or corrupted), then the 17g-5 Information Provider shall immediately notify the applicable delivering party thereof,
whereupon such party shall promptly deliver the subject information in such format):

 

(i)        
any waivers delivered to the 17g-5 Information Provider pursuant to Section 3.09 of this
Agreement;


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(ii)        
any Officer’s Certificate supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance
delivered to the 17g-5 Information Provider pursuant to Section 3.21(e) or Section
4.07(c) of this Agreement and notice of determination not to refrain from reimbursement of all Nonrecoverable Advances;

 

(iii)       
any Asset Status Report delivered by the Special Servicer pursuant to Section 3.23(e)
of this Agreement;

 

(iv)       
any environmental reports delivered by the Special Servicer pursuant to Section 3.10(g)
of this Agreement;

 

(v)       
any annual statements as to compliance and related Officer’s Certificates delivered pursuant to Section
10.11 and Section 10.12 of this Agreement;

 

(vi)       
any annual independent public accountants’ attestation reports delivered pursuant to Section
10.13 of this Agreement;

 

(vii)      
any Appraisals delivered to the 17g-5 Information Provider pursuant to Section 3.10 of
this Agreement;

 

(viii)     
any notice to the Rating Agencies relating to the Special Servicer’s determination to take action without receiving a Rating
Agency Confirmation from any Rating Agency as set forth in the definition of “Rating Agency Confirmation” pursuant
to Section 3.30 of this Agreement;

 

(ix)       
copies of any questions or requests submitted by the Rating Agencies directed toward the Master Servicer, Special Servicer, Certificate
Administrator or Trustee;

 

(x)       
any requests for a Rating Agency Confirmation that are delivered to the 17g-5 Information Provider pursuant to Section
3.30 of this Agreement;

 

(xi)       
any notice of resignation of the Trustee or Certificate Administrator and any notice of the acceptance of appointment by the successor
Trustee or successor Certificate Administrator pursuant to Section 8.07 or Section
8.08 of this Agreement;

 

(xii)      
any notice of resignation or assignment of the rights of the Master Servicer or the Special Servicer pursuant to Section
6.04 of this Agreement;

 

(xiii)     
any notice of Servicer Termination Event or termination of the Master Servicer or the Special Servicer delivered pursuant to Section
7.03 of this Agreement;

 

(xiv)     
any notice of the merger or consolidation of the Certificate Administrator or the Trustee pursuant to Section
8.09 of this Agreement;

 

(xv)      
any notice of the merger or consolidation of the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer pursuant to Section 6.02 of this Agreement;


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(xvi)     
any notice of any amendment that modifies the procedures herein relating to Exchange Act Rule 17g-5 pursuant to Section
12.08 of this Agreement;

 

(xvii)    
any notice or other information provided by the Master Servicer pursuant to Section 12.07
of this Agreement;

 

(xviii)   
any summary of oral communication with the Rating Agencies delivered to the 17g-5 Information Provider pursuant to Section
3.14(f) of this Agreement; provided that the summary of such oral communication shall not attribute which Rating
Agency the communication was with;

 

(xix)     
the Rating Agency Q&A Forum and Document Request Tool; and

 

(xx)      
such information as is delivered to the 17g-5 Information Provider by the Depositor in mutually agreeable electronic format within
fifteen (15) days of the Closing Date.

 

The
foregoing information shall be made available by the 17g-5 Information Provider on the 17g-5 Information Provider’s Website
(a link to which shall be provided on the Depositor’s website at www.intralinks.com or such other website as the
Depositor may notify the parties hereto in writing). Information shall be posted on the same Business Day of receipt provided
that such information is received by 2:00 p.m. (Eastern Time) or, if received after 2:00 p.m., on the next Business Day by 12:00
p.m. New York City time. The 17g-5 Information Provider shall have no obligation or duty to verify, confirm or otherwise determine
whether the information being delivered is accurate, complete, conforms to the transaction, or otherwise is or is not anything
other than what it purports to be or whether such information (other than (solely with respect to the 17g-5 Information Provider’s
obligation to post such information) the information set forth in clauses (i) through (xix) above) is required to
be posted on the 17g-5 Information Provider’s Website pursuant to this Agreement or Rule 17g-5. If any information is delivered
or posted in error, the 17g-5 Information Provider may remove it from the 17g-5 Information Provider’s Website. The Certificate
Administrator and the 17g-5 Information Provider have not obtained and shall not be deemed to have obtained actual knowledge of
any information only by receipt and posting to the 17g-5 Information Provider’s Website. Access will be provided by the
17g-5 Information Provider to the Rating Agencies, and to the NRSROs upon receipt of an NRSRO Certification in the form of Exhibit
Z hereto (which certification may be submitted electronically). If a Rating Agency requests access to the 17g-5 Information
Provider’s Website, access will be provided by the 17g-5 Information Provider on the same Business Day provided such request
is made prior to 2:00 p.m., on such Business Day, or, if received after 2:00 p.m., on the following Business Day by 12:00 p.m.
New York City time. Questions regarding delivery of information to the 17g-5 Information Provider may be directed to 1-888-855-9695
and ratingagencynotice@citi.com (specifically referencing “CF 2019-CF2”
in the subject line) (or to such other telephone number or e-mail address as the 17g-5 Information Provider may designate in writing
to the other parties hereto).

 

Upon
request of the Depositor or the Rating Agencies (through the Rating Agency Q&A Forum and Document Request Tool) or if otherwise
required under this Agreement, the 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website any
additional


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information
requested by the Depositor (including any pre-closing material from the Depositor’s Rule 17g-5 website) or the Rating Agencies
or if otherwise required under this Agreement to the extent such information is delivered to the 17g-5 Information Provider electronically
in accordance with this Section 3.14 of this Agreement. In no event shall any party to
this Agreement disclose on the 17g-5 Information Provider’s Website which Rating Agency requested such additional information.

 

The
17g-5 Information Provider shall notify any party that delivers information to the 17g-5 Information Provider under this Agreement
that such information was received and that it has been posted. The 17g-5 Information Provider shall notify each NRSRO that has
provided a NRSRO Certification each time a document is posted to the 17g-5 Information Provider’s Website and such notice
shall specifically identify such document. The 17g-5 Information Provider shall send such notice to such Persons to the email
address that has been provided by and is used by such Person for the purpose of accessing the 17g-5 Information Provider’s
Website, including a general email address if such general email address has been provided to the 17g-5 Information Provider in
connection with a completed NRSRO Certification in the form of Exhibit Z hereto.

 

The
17g-5 Information Provider shall make available, only to NRSROs, the Rating Agency Q&A Forum and Document Request Tool. The
“Rating Agency Q&A Forum and Document Request Tool” shall be a service available on the 17g-5 Information
Provider’s Website, where Rating Agencies and NRSROs may (i) submit Inquiries to the Certificate Administrator relating
to the Distribution Date Statement, submit Inquiries to the Master Servicer or the Special Servicer, as applicable, relating to
the reports being made available pursuant to this Section 4.02(d), the Mortgage Loans
(other than a Non-Serviced Mortgage Loan) or the Mortgaged Properties or submit inquiries to the Operating Advisor relating to
the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor
has consultation rights pursuant to Section 3.31, whether or not referenced in such Operating
Advisor Annual Report, (ii) view Inquiries that have been previously submitted and answered, together with the answers thereto
and (iii) submit requests for loan-level reports and information. Upon receipt of an Inquiry for the Certificate Administrator,
the Operating Advisor, the Master Servicer or the Special Servicer, the 17g-5 Information Provider shall forward the Inquiry to
the Certificate Administrator, Operating Advisor, the Master Servicer or the Special Servicer, as applicable, and in the case
of an inquiry relating to any Non-Serviced Mortgage Loan, to the applicable party under the related Non-Serviced PSA, in each
case within a commercially reasonable period following receipt thereof. Following receipt of an Inquiry or request relating to
the subject matters described in clauses (i) or (iii) above, the Certificate Administrator, the Operating Advisor,
the Master Servicer or the Special Servicer, as applicable, unless it determines not to answer such Inquiry as provided below,
shall reply to the Inquiry, which reply of the Certificate Administrator, the Operating Advisor, Master Servicer or Special Servicer
shall be by email to the 17g-5 Information Provider. The 17g-5 Information Provider shall post (within a commercially reasonable
period following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer (or reports, as
applicable) to the 17g-5 Information Provider’s Website. Any report posted by the 17g-5 Information Provider in response
to a request may be posted on a page accessible by a link on the 17g-5 Information Provider’s Website. If the Certificate
Administrator, the Operating Advisor, the Master Servicer or the Special Servicer determines, in its respective sole discretion,
that (i) the question is beyond the scope outlined above, (ii) answering any Inquiry would not be in the best interests of the
Trust and/or the


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Certificateholders
or would be in violation of applicable law, the Servicing Standard, this Agreement or the applicable Loan Documents, (iii) answering
any Inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney
work product or answering such inquiry is otherwise not advisable or (iv) (A) answering any Inquiry would materially increase
the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Operating Advisor, the
Master Servicer or the Special Servicer, as applicable, and (B) the Certificate Administrator, the Operating Advisor, the Master
Servicer or the Special Servicer, as applicable, determines in accordance with the Servicing Standard (or in good faith, in the
case of the Certificate Administrator or the Operating Advisor) that the performance of such duties or the payment of such costs
and expenses is beyond the scope of its duties in its capacity as Certificate Administrator, Operating Advisor, Master Servicer
or Special Servicer, as applicable, under this Agreement, it shall not be required to answer such Inquiry and, in the case of
the Certificate Administrator, the Operating Advisor, the Master Servicer or the Special Servicer, shall promptly notify the 17g-5
Information Provider, and the 17g-5 Information Provider shall post such Inquiry on the Rating Agency Q&A Forum and Document
Request Tool together with a statement that such Inquiry was not answered. Answers posted on the Rating Agency Q&A Forum and
Document Request Tool will be attributable only to the respondent, and shall not be deemed to be answers from any of the Depositor,
the Underwriters, the Initial Purchasers, the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator
or the Trustee or any of their respective Affiliates and no such party shall have any responsibility or liability for the content
of any such information. The 17g-5 Information Provider shall not be required to post to the 17g-5 Information Provider’s
Website any Inquiry or answer thereto that the 17g-5 Information Provider determines, in its sole discretion, is administrative
or ministerial in nature. The Rating Agency Q&A Forum and Document Request Tool will not reflect questions, answers and other
communications between the 17g-5 Information Provider and any Person which are not submitted via the 17g-5 Information Provider’s
Website.

 

In
connection with providing access to the Certificate Administrator’s Website and the 17g-5 Information Provider’s
Website, the Certificate Administrator and/or the 17g-5 Information Provider may require registration and the acceptance of a
disclaimer. The Certificate Administrator and the 17g-5 Information Provider, as the case may be, shall not be liable for the
dissemination of information in accordance with the terms of this Agreement, make no representations or warranties as to the accuracy
or completeness of such information being made available, and assume no responsibility for such information; provided that
it is acknowledged and agreed that the 17g-5 Information Provider shall not be charged with knowledge of any of the contents of
such information solely by virtue of its compliance with its obligations to post such information to the 17g-5 Information Provider’s
Website. The 17g-5 Information Provider shall not be liable for its failure to make any information available to the NRSROs unless
such information was delivered to the 17g-5 Information Provider at the email address set forth herein in an electronic format
readable and uploadable (that is not locked or corrupted) on the 17g-5 Information Provider’s system, with a subject heading
of “CF 2019-CF2 Mortgage Trust, Series 2019-CF2” and sufficient detail to indicate that such information is required
to be posted on the 17g-5 Information Provider’s Website; provided, if such information is not in electronic format
readable and uploadable (that is not locked or corrupted), then the 17g-5 Information Provider shall immediately notify the applicable
delivering party thereof, whereupon such party shall promptly deliver the subject information in such format.


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The
17g-5 Information Provider shall not be responsible or have any liability for any act, omission or delay attributable to the failure
of any other party to this Agreement to timely deliver information to be posted on the 17g-5 Information Provider’s Website
or for any errors or defects in the information supplied by any such party.

 

The
17g-5 Information Provider’s obligations in respect of Rule 17g-5 or any other law or regulation related thereto shall
be limited to the specific obligations contained in this Agreement and the 17g-5 Information Provider makes no representations
or warranties as to the compliance of the Depositor with Rule 17g-5 or any other law or regulation related thereto.

 

With
respect to each Non-Serviced Mortgage Loan, each of the Master Servicer, the Special Servicer, the Certificate Administrator and
the Trustee shall provide to the 17g-5 Information Provider for posting on the 17g-5 Information Provider’s Website, promptly
upon receipt from a Non-Serviced Mortgage Loan Service Provider, all reports, statements, documents, notices and other information
it receives in respect of such Non-Serviced Mortgage Loan that such party would otherwise have been required to be submitted to
the 17g-5 Information Provider under this Agreement for posting had such Non-Serviced Mortgage Loan been serviced under this Agreement.
The 17g-5 Information Provider shall post on the 17g-5 Information Provider’s Website all such information it receives
in accordance with this Agreement.

 

(e)       
Each of the Master Servicer and the Special Servicer may, in accordance with such reasonable rules and procedures as it may adopt,
also deliver, produce or otherwise make available through its website or otherwise, any additional information identified in Section
3.14(d) of this Agreement relating to the Mortgage Loans or Whole Loans, the Mortgaged Properties or the related Borrowers,
for review by the Depositor, the Underwriters, the Initial Purchasers and any other Persons who deliver an Investor Certification
in accordance with this Section 3.14, the related Serviced Companion Loan Noteholder
(if any), the Directing Holder and the Rating Agencies (collectively, the “Disclosure Parties”) (only to the
extent such additional information is simultaneously or previously delivered to the 17g-5 Information Provider in accordance with
the provisions of Section 3.14(d) of this Agreement, who shall post such additional information
on the 17g-5 Information Provider’s Website in accordance with the provisions of Section
3.14(d)of this Agreement), in each case, except to the extent doing so is prohibited by this Agreement, applicable
law or by the related Loan Documents. Each of the Master Servicer and the Special Servicer shall be entitled to (i) indicate the
source of such information and affix thereto any disclaimer it deems appropriate in its discretion and/or (ii) require that the
recipient of such information (A) except for the Depositor, enter into an Investor Certification or other confidentiality agreement
acceptable to the Master Servicer or the Special Servicer, as the case may be, and (B) acknowledge that the Master Servicer or
the Special Servicer may contemporaneously provide such information to any other Disclosure Party. In addition, to the extent
access to such information is provided via the Master Servicer’s or the Special Servicer’s website, the Master Servicer
and the Special Servicer may require registration and the acceptance of a reasonable and customary disclaimer and/or an additional
or alternative agreement as to the confidential nature of such information. In connection with providing access to or copies of
the information described in this Section 3.14(e) to current or prospective Certificateholders
the form of confidentiality agreement used by the Master Servicer or the Special Servicer, as applicable, shall be: (i) in the
case of a Certificateholder (or a licensed or registered investment advisor acting on behalf of such Certificateholder), an Investor
Certification executed by the requesting Person indicating that such Person is a Holder of


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Certificates
and will keep such information confidential (except that such Certificateholder may provide such information (x) to its auditors,
legal counsel and regulators and (y) to any other Person that holds or is contemplating the purchase of any Certificate or interest
therein (provided that such other Person confirms in writing such ownership interest or prospective ownership interest
and agrees to keep such information confidential)); and (ii) in the case of a prospective purchaser of Certificates or interests
therein (or a licensed or registered investment advisor acting on behalf of such prospective purchaser), an Investor Certification
indicating that such Person is a prospective purchaser of a Certificate or an interest therein and is requesting the information
for use in evaluating a possible investment in Certificates and will otherwise keep such information confidential with no further
dissemination (except that such Certificateholder may provide such information to its auditors, legal counsel and regulators).
In the case of a licensed or registered investment advisor acting on behalf of a current or prospective Certificateholder, the
Investor Certification shall be executed and delivered by both the investment advisor and such current or prospective Certificateholder.

 

Neither
the Master Servicer nor the Special Servicer shall be liable for its dissemination of information in accordance with this Agreement
or by others in violation of the terms of this Agreement. Neither the Master Servicer nor the Special Servicer shall be responsible
or have any liability for the completeness or accuracy of the information delivered, produced or otherwise made available pursuant
to this Section 3.14 unless (i) the Master Servicer or Special Servicer, as applicable,
is the original source for such information and (ii) such failure to deliver complete and accurate information is by reason of
such party’s willful misconduct, bad faith, fraud and/or negligence.

 

In
connection with the delivery by the Master Servicer or the Special Servicer, as applicable, to the 17g-5 Information Provider
of any information, report, notice or document for posting to the 17g-5 Information Provider’s Website, the 17g-5 Information
Provider shall provide electronic confirmation to the Master Servicer or the Special Servicer, as applicable, of when such information,
report, notice or document has been posted to the 17g-5 Information Provider’s Website. The Master Servicer or the Special
Servicer, as applicable, may, but is not obligated to, send such information report, notice or other document to the applicable
Rating Agency or Rating Agencies following the earlier of (a) receipt of confirmation from the 17g-5 Information Provider that
such information, report, notice or other document has been posted to the Rule 17g-5 Information Provider’s Website and
(b) on the same Business Day if provided prior to 2:00 p.m., New York time, or if provided after such time by 12:00 p.m., New
York time, on the first Business Day following the date the Master Servicer or the Special Servicer, as applicable, has provided
such information, report, notice or other document to the 17g-5 Information Provider.

 

(f)        
The Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee shall be permitted (but shall not be required) to orally communicate with the Rating Agencies regarding any Mortgage
Loan, Serviced Whole Loan, any Certificateholder, any Serviced Companion Loan Noteholder, any Mortgaged Property or any REO Property;
provided that such party summarizes the information provided to the Rating Agencies in such communication and provides
the 17g-5 Information Provider and the related Other 17g-5 Information Provider (if any) with such summary in accordance with
the procedures set forth in Section 3.14(d) of this Agreement the same day such communication
takes place; provided that the summary of such oral communications shall not


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attribute
which Rating Agency the communication was with. The 17g-5 Information Provider shall post such summary on the 17g-5 Information
Provider’s Website in accordance with the procedures set forth in Section 3.14(d)
of this Agreement.

 

(g)       
None of the foregoing restrictions in this Section 3.14 or otherwise in this Agreement
shall prohibit or restrict oral or written communications, or providing information, between the Master Servicer, the Operating
Advisor, the Asset Representations Reviewer or the Special Servicer, on the one hand, and any Rating Agency or NRSRO, on the other
hand, with regard to (i) such Rating Agency’s or NRSRO’s review of the ratings it assigns to the Master Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Special Servicer, as applicable, (ii) such Rating Agency’s
or NRSRO’s approval of the Master Servicer, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer,
as applicable, as a commercial mortgage master, special or primary servicer or (iii) such Rating Agency’s or NRSRO’s
evaluation of the Master Servicer’s, the Operating Advisor, the Asset Representations Reviewer or the Special Servicer’s,
as applicable, servicing operations in general; provided, that the Master Servicer, the Operating Advisor, the Asset Representations
Reviewer or the Special Servicer, as applicable, shall not provide any information relating to the Certificates or the Mortgage
Loans to any Rating Agency or NRSRO in connection with such review and evaluation by such Rating Agency or NRSRO unless (x) Borrower,
property and other deal specific identifiers are redacted; (y) such information has already been provided to the 17g-5 Information
Provider and has been uploaded on to the 17g-5 Information Provider’s Website or the Master Servicer or Special Servicer,
as applicable, has in fact provided such information to such Rating Agency in accordance with Section
3.14(f); or (z) the Rating Agency confirms in writing that it does not intend to use such information in undertaking
credit rating surveillance with respect to the Certificates provided, however, that the Rating Agencies may use
information delivered under this clause (z) for any purpose to the extent it is publicly available (unless the availability
results from a breach of this Agreement or any other confidentiality agreement to which such Rating Agency is subject) or comprised
of information collected by the applicable Rating Agency from the 17g-5 Information Provider’s Website (or another 17g-5
information provider’s website that they have access to) other than pursuant to this Section
3.14(g).

 

(h)       
The costs and expenses of compliance with this Section 3.14 by the Depositor, the Master
Servicer, the Special Servicer, the Trustee and any other party hereto shall not be Additional Trust Fund Expenses.

 

Section
3.15      Title and Management of REO Properties and REO Accounts. (a) If title to any Mortgaged
Property (other than with respect to a Non-Serviced Mortgage Loan) is acquired for the benefit of Certificateholders (and, in
the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders) in foreclosure, by deed in lieu of foreclosure
or upon abandonment or reclamation from bankruptcy, the deed or certificate of sale shall be taken in the name of the Trust where
permitted by applicable law or regulation and consistent with customary servicing procedures, and otherwise in the name of the
Trustee, or its nominee (which shall not include the Master Servicer), or a separate Trustee or co-Trustee, on behalf of the Trust
Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders). The Special Servicer, on
behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders), shall
dispose of any Serviced REO Property prior to the close of the third calendar year following the year in which the Trust


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Fund
acquires ownership of such Serviced REO Property for purposes of Section 860G(a)(8) of the Code, unless (i) the Special Servicer
on behalf of the Lower-Tier REMIC or the Trust Subordinate Companion Loan REMIC, as applicable, has applied for an extension of
such period pursuant to Sections 856(e)(3) and 860G(a)(8)(A) of the Code, in which case the Special Servicer shall sell such Serviced
REO Property within the applicable extension period or if the Special Servicer has applied for extension as provided in this clause
(i) but such request has not yet been granted or denied, the additional time specified in such request, or (ii) the Special
Servicer seeks and subsequently receives an Opinion of Counsel (which opinion shall be an expense of the Trust Fund and, in the
case of a Serviced Whole Loan, such expenses shall be allocated in accordance with the allocation provisions set forth in the
related Co-Lender Agreement), addressed to the Special Servicer, the Certificate Administrator and the Trustee, to the effect
that the holding by the Trust Fund of such Serviced REO Property for an additional specified period will not cause such Serviced
REO Property to fail to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined
without regard to the exception applicable for purposes of Section 860D(a) of the Code) at any time that any Certificate is outstanding,
in which event such period shall be extended by such additional specified period subject to any conditions set forth in such Opinion
of Counsel. The Special Servicer, on behalf of the Trust Fund (and, in the case of the Serviced Whole Loans, the related Serviced
Companion Loan Noteholders), shall dispose of any Serviced REO Property held by the Trust Fund prior to the last day of such period
(taking into account extensions) by which such Serviced REO Property is required to be disposed of pursuant to the provisions
of the immediately preceding sentence in a manner provided under Section 3.16 hereof.
In the case of the Trust Fund’s beneficial interest in any REO Property acquired by the related Non-Serviced Trustee pursuant
to a Non-Serviced PSA, the Special Servicer shall coordinate with the related Non-Serviced Special Servicer with respect to any
REO extension on behalf of the Trust Fund. The Special Servicer shall manage, conserve, protect and operate each Serviced REO
Property for the Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders)
solely for the purpose of its prompt disposition and sale in a manner which does not cause such Serviced REO Property to fail
to qualify as “foreclosure property” within the meaning of Section 860G(a)(8) of the Code (determined without regard
to the exception applicable for purposes of Section 860D(a) of the Code) and such that income from the operation or sale of such
property does not result in receipt by the Trust Fund of any income from non-permitted assets as described in Section 860F(a)(2)(B)
of the Code with respect to such property.

 

(b)       
The Special Servicer shall have full power and authority, subject only to the Servicing Standard and the specific requirements
and prohibitions of this Agreement, to do any and all things in connection with any Serviced REO Property as are consistent with
the manner in which the Special Servicer manages and operates similar property owned or managed by the Special Servicer or any
of its Affiliates, all on such terms and for such period as the Special Servicer deems to be in the best interests of Certificateholders
and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders (taking into account the subordinate
nature of any Serviced Subordinate Companion Loan, if applicable) and, in connection therewith, the Special Servicer shall agree
to the payment of management fees that are consistent with general market standards. Consistent with the foregoing, the Special
Servicer shall cause or permit to be earned with respect to such Serviced REO Property any “net income from foreclosure
property,” within the meaning of Section 860G(c) of the Code, which is subject to tax under the REMIC Provisions, only if
it has determined, and has so advised the Trustee and the Certificate


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Administrator
in writing, that the earning of such income on a net after-tax basis could reasonably be expected to result in a greater recovery
on behalf of Certificateholders (and, in the case of the Serviced Whole Loans, the related Serviced Companion Loan Noteholders)
than an alternative method of operation or rental of such Serviced REO Property that would not be subject to such a tax.

 

With
respect to any Mortgage Loan, the Special Servicer shall segregate and hold all revenues received by it with respect to any Serviced
REO Property separate and apart from its own funds and general assets and shall establish and maintain with respect to any Serviced
REO Property a segregated custodial account (each, an “REO Account”), each of which shall be an Eligible Account
and shall be entitled “[Name of Special Servicer], as Special Servicer, on behalf of Citibank, N.A., as Trustee, for the
benefit of the Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 and the related
Serviced Companion Loan Noteholders REO Account,” to be held for the benefit of the Certificateholders and the related Serviced
Companion Loan Noteholders. The Special Servicer shall be entitled to withdraw for its account any interest or investment income
earned on funds deposited in an REO Account to the extent provided in Section 3.07(b)
of this Agreement. The Special Servicer shall deposit or cause to be deposited REO Proceeds in the REO Account or the applicable
Serviced Whole Loan REO Account within two Business Days after receipt of such properly identified and available REO Proceeds,
and shall withdraw therefrom funds necessary for the proper operation, management and maintenance of such Serviced REO Property
and for other Property Protection Expenses with respect to such Serviced REO Property, including:

 

(i)        
all insurance premiums due and payable in respect of any Serviced REO Property;

 

(ii)        
all real estate taxes and assessments in respect of any Serviced REO Property that may result in the imposition of a lien thereon;

 

(iii)       
all costs and expenses reasonable and necessary to protect, maintain, manage, operate, repair and restore any Serviced REO Property
including, if applicable, the payments of any ground rents in respect of such Serviced REO Property; and

 

(iv)       
any taxes imposed on the Lower-Tier REMIC or the Trust Subordinate Companion Loan REMIC, as applicable, in respect of net income
from foreclosure property in accordance with Section 4.05, and with respect to a Serviced
Whole Loan, such expenses shall be allocated in accordance with the applicable priority set forth in the related Co-Lender Agreement
for any Mortgage Loan and any related Serviced Companion Loans.

 

To
the extent that such REO Proceeds are insufficient for the purposes set forth in clauses (i) through (iii) above,
the Master Servicer shall make such Advance unless the Master Servicer or the Special Servicer determines, in accordance with
the Servicing Standard, that such Servicing Advance would constitute a Nonrecoverable Advance (provided that with respect
to advancing insurance premiums or delinquent tax assessments the Master Servicer shall comply with the provisions of the second
to last paragraph in Section 3.21(e) of this Agreement) and if the Master Servicer does
not make any such Advance, the Trustee, to the extent the Trustee has actual knowledge of the Master Servicer’s failure
to make such Advance, shall make such Advance,


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unless
in each case, the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such Advance would be a
Nonrecoverable Advance. The Trustee shall be entitled to rely, conclusively, on any determination by the Special Servicer or the
Master Servicer, as applicable, that an Advance, if made, would be a Nonrecoverable Advance. The Trustee, when making an independent
determination whether or not a proposed Advance would be a Nonrecoverable Advance, shall use its good faith business judgment.
The Master Servicer, the Special Servicer or the Trustee, as applicable, shall be entitled to reimbursement of such Advances (with
interest at the Reimbursement Rate) made pursuant to the preceding sentence, to the extent permitted by Section
3.06 of this Agreement. The Special Servicer shall withdraw from each REO Account or Serviced Whole Loan REO Account,
as applicable, and remit to the Master Servicer for deposit into the Collection Account or the applicable Serviced Whole Loan
Custodial Account, as applicable, on a monthly basis on the later of the date that (x) is on or prior to the related Determination
Date or (y) is two (2) Business Days after such amounts are received and properly identified and determined to be available, the
Net REO Proceeds received or collected from each Serviced REO Property, except that in determining the amount of such Net REO
Proceeds, the Special Servicer may retain in each REO Account reasonable reserves for repairs, replacements and necessary capital
improvements and other related expenses.

 

Notwithstanding
the foregoing, the Special Servicer shall not:

 

(i)        
permit any New Lease to be entered into, renewed or extended, if the New Lease by its terms will give rise to any income that
does not constitute Rents from Real Property;

 

(ii)        
permit any amount to be received or accrued under any New Lease, other than amounts that will constitute Rents from Real Property;

 

(iii)       
authorize or permit any construction on any Serviced REO Property, other than the repair or maintenance thereof or the completion
of a building or other improvement thereon, and then only if more than ten percent of the construction of such building or other
improvement was completed before default on the related Mortgage Loan or, if applicable, Trust Subordinate Companion Loan, became
imminent, all within the meaning of Section 856(e)(4)(B) of the Code; or

 

(iv)       
Directly Operate or allow any Person to Directly Operate any Serviced REO Property on any date more than 90 days after its date
of acquisition by the Trust Fund, unless such Person is an Independent Contractor;

 

unless,
in any such case, the Special Servicer has requested and received an Opinion of Counsel addressed to the Special Servicer, the
Certificate Administrator and the Trustee (which opinion shall be an expense of the Trust Fund and, in the case of a Serviced
Whole Loan with a Serviced Companion Loan, such expense shall be allocated in accordance with the allocation provisions of the
related Co-Lender Agreement) to the effect that such action will not cause such Serviced REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code (determined without regard to the exception applicable for
purposes of Section 860D(a) of the Code) at any time that it is held by the Trust Fund, in which case the Special Servicer may
take such actions as are specified in such Opinion of Counsel.


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The
Special Servicer shall be required to contract with an Independent Contractor, the fees and expenses of which shall be an expense
of the Trust Fund (and, in the case of the Serviced Whole Loans, such expense shall be allocated in accordance with the allocation
provisions of the related Co-Lender Agreement) and payable out of REO Proceeds, for the operation and management of any Serviced
REO Property, within 90 days of the Trust Fund’s acquisition thereof (unless the Special Servicer shall have provided the
Trustee and the Certificate Administrator with an Opinion of Counsel that the operation and management of any Serviced REO Property
other than through an Independent Contractor shall not cause such Serviced REO Property to fail to qualify as “foreclosure
property” within the meaning of Section 860G(a)(8) of the Code) (which opinion shall be an expense of the Trust Fund, and
in the case of a Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related
Co-Lender Agreement), provided that:

 

(i)        
the terms and conditions of any such contract shall be reasonable and customary for the area and type of property and shall not
be inconsistent herewith;

 

(ii)        
any such contract shall require, or shall be administered to require, that the Independent Contractor pay all costs and expenses
incurred in connection with the operation and management of such Serviced REO Property, including those listed above, and remit
all related revenues (net of such costs and expenses) to the Special Servicer as soon as practicable, but in no event later than
30 days following the receipt thereof by such Independent Contractor;

 

(iii)       
none of the provisions of this Section 3.15(b) relating to any such contract or to actions
taken through any such Independent Contractor shall be deemed to relieve the Special Servicer of any of its duties and obligations
to the Trust Fund, the Trustee on behalf of the Certificateholders and, in the case of a Serviced Whole Loan, the related Companion
Loan Noteholders, with respect to the operation and management of any such Serviced REO Property; and

 

(iv)       
the Special Servicer shall be obligated with respect thereto to the same extent as if it alone were performing all duties and
obligations in connection with the operation and management of such Serviced REO Property.

 

The
Special Servicer shall be entitled to enter into any agreement with any Independent Contractor performing services for it related
to its duties and obligations hereunder for indemnification of the Special Servicer by such Independent Contractor, and nothing
in this Agreement shall be deemed to limit or modify such indemnification.

 

(c)       
Promptly following any acquisition by the Special Servicer of a Serviced REO Property on behalf of the Trust Fund, the Special
Servicer shall notify the Master Servicer thereof, and, upon delivery of such notice, the Special Servicer shall obtain an Updated
Valuation thereof, but only if any Updated Valuation with respect thereto is more than 9 months old and the Special Servicer has
no actual knowledge of any material adverse change in circumstances that, consistent with the Servicing Standard, would call into
question the validity of such Updated Valuation, in order to determine the fair market value of such Serviced REO Property and
shall notify the Depositor and the Master Servicer and with respect to a Serviced Whole Loan, the holder


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of
the related Companion Loan, if any, and of the results of such Updated Valuation. Any such Updated Appraisal shall be conducted
in accordance with Appraisal Institute standards and the cost thereof shall be covered by a Servicing Advance. The Special Servicer
shall obtain a new Updated Valuation or a letter update every 9 months thereafter until the Serviced REO Property is sold.

 

(d)       
When and as necessary, the Special Servicer shall send to the Certificate Administrator a statement prepared by the Special Servicer
setting forth the amount of net income or net loss, as determined for federal income tax purposes, resulting from the operation
and management of a trade or business on, the furnishing or rendering of a non-customary service to the tenants of, or the receipt
of any other amount not constituting Rents from Real Property in respect of, any Serviced REO Property in accordance with Section
3.15(a) and Section 3.15(b) of this Agreement.

 

(e)       
Upon the disposition of any Serviced REO Property in accordance with this Section 3.15,
the Special Servicer shall calculate and notify the Master Servicer of the Gain-on-Sale Proceeds allocable to a Mortgage Loan
or the Trust Subordinate Companion Loan, if any, realized in connection with such sale.

 

Section
3.16      Sale of Specially Serviced Loans and REO Properties. (a) The parties hereto may sell
or purchase, or permit the sale or purchase of, a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Pari Passu
Whole Loan only on the terms and subject to the conditions set forth in this Section 3.16
or as otherwise expressly provided in or contemplated by Section 2.04(e) and Section
9.01 of this Agreement or in an applicable Co-Lender Agreement.

 

(b)       
If the Special Servicer determines in accordance with the Servicing Standard that it would be in the best economic interests of
the Certificateholders (including the Holders of the Loan-Specific Certificates) or, in the case of a Serviced Whole Loan, the
Certificateholders and holder(s) of the related Serviced Companion Loan(s) (as a collective whole as if such Certificateholders
and, if applicable, Serviced Companion Loan holder(s) constituted a single lender (taking into account the pari passu or subordinate
nature of any Companion Loans, as applicable))) to attempt to sell a Specially Serviced Loan that is a Defaulted Loan (other than
a Non-Serviced Mortgage Loan, but including the Trust Subordinate Companion Loan, if applicable) and any related Serviced Pari
Passu Companion Loan as provided below, the Special Servicer shall use reasonable efforts to solicit offers for such Defaulted
Loan on behalf of the Certificateholders and, if applicable, the related Serviced Pari Passu Companion Loan Noteholders in such
manner as will be reasonably likely to maximize the value of the Defaulted Loan on a net present value basis. In the case of a
Non-Serviced Mortgage Loan, to the extent that such Non-Serviced Mortgage Loan is not sold together with the related Non-Serviced
Companion Loan by the Other Special Servicer for the related Non-Serviced Whole Loan and, if permitted under the related Co-Lender
Agreement, the Special Servicer will be entitled to sell (with the consent of the Directing Holder prior to the occurrence and
continuance of a Control Termination Event and after consulting with the Risk Retention Consultation Party pursuant to Section
6.07), with a Liquidation Fee, such Non-Serviced Mortgage Loan if it determines in accordance with the Servicing Standard
that such action would be in the best interests of the Certificateholders. The Special Servicer shall accept the first cash offer
received from any Person that constitutes a fair


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price
for such Defaulted Loan. Subject to Section 3.16(k), if the Special Servicer receives
more than one cash offer that constitutes a fair price for such Defaulted Loan during the period designated by the Special Servicer
for receipt of offers, the Special Servicer shall accept the highest price.

 

The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Directing
Holder (other than with respect to any Excluded Loan) and the Risk Retention Consultation Party (other than with respect to any
Excluded Risk Retention Consultation Party Loan) not less than ten Business Days’ prior written notice of its intention
to sell any such Defaulted Loan, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual capacity,
nor any of its Affiliates may make an offer for or purchase any such Defaulted Loan pursuant to this Agreement.

 

(c)       
Whether any cash offer constitutes a fair price for such Defaulted Loan, as the case may be, shall be determined by the Special
Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror is an
Interested Person (other than the Trustee), subject to any additional conditions in any applicable Co-Lender Agreement, unless
(i) the offer is equal to or greater than the applicable Purchase Price, (ii) it is the highest offer received and (iii) at least
two other offers are received from independent third parties. In determining whether any offer received from an Interested Person
represents a fair price for any such Defaulted Loan, the Trustee shall be supplied with and shall rely on the most recent Appraisal
or Updated Appraisal conducted in accordance with this Agreement within the preceding 9-month period or in the absence of any
such Appraisal, on a narrative appraisal prepared by an Independent MAI appraiser selected by (i) the Special Servicer if the
Special Servicer or an Affiliate of the Special Servicer is not making an offer with respect to such Defaulted Loan, (ii) by the
Master Servicer if the Special Servicer is making such an offer unless the Master Servicer and Special Servicer are Affiliates
or (iii) the Operating Advisor if the Master Servicer and Special Servicer are Affiliates and the Special Servicer is making an
offer. The cost of any such Updated Appraisal or narrative appraisal shall be covered by, and shall be reimbursable as, a Servicing
Advance. In addition, the Trustee shall be permitted to retain, at the expense of the related Interested Person, an independent
third party expert in real estate or commercial mortgage loan matters with at least 5 years’ experience in valuing or investing
in loans similar to the subject Mortgage Loan or Serviced Whole Loan, as the case may be, that has been selected with reasonable
care by the trustee to determine such fair price and will be permitted to conclusively rely on the opinion of such third party’s
determination, provided that the Trustee shall not engage a third party expert whose fees exceed a commercially reasonable
amount as determined by the Trustee. Any costs and fees of the Trustee in connection with an offer by an Interested Person and
the Trustee’s duties therewith shall be reimbursable by such Interested Person.

 

In
determining whether any offer from a Person other than an Interested Person constitutes a fair price for any such Defaulted Loan,
the Special Servicer shall take into account (in addition to the results of any Appraisal, Updated Appraisal or narrative appraisal
that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether any offer from an
Interested Person constitutes a fair price for any such Defaulted Loan, any appraiser shall be instructed to take into account,
as applicable, among other factors, the period and amount of the Delinquency on such Defaulted Loan, the period and amount of
the occupancy level and physical condition of the related Mortgaged Property, the state of the local economy in


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the
area where the Mortgaged Property is located, the expected recovery from such Defaulted Loan if the Special Servicer were to pursue
a workout strategy, and the time and expense associated with a purchaser’s foreclosing on the related Mortgaged Property.

 

In
addition, the Special Servicer shall refer to all other relevant information obtained by it or otherwise contained in the Mortgage
File; provided that the Special Servicer shall take account of any change in circumstances regarding the related Mortgaged
Property known to the Special Servicer that has occurred subsequent to, and that would, in the Special Servicer’s reasonable
judgment, materially affect the value of the related Mortgaged Property reflected in the most recent related Appraisal. Furthermore,
the Special Servicer may consider available objective third party information obtained from generally available sources, as well
as information obtained from vendors providing real estate services to the Special Servicer, concerning the market for distressed
real estate loans and the real estate market for the subject property type in the area where the related Mortgaged Property is
located. The Special Servicer may, to the extent it is reasonable to do so in accordance with the Servicing Standard, conclusively
rely on any opinions or reports of qualified Independent experts in real estate or commercial mortgage loan matters with at least
five years’ experience in valuing or investing in loans similar to the subject Specially Serviced Loan, selected with reasonable
care by the Special Servicer, in making such determination. All reasonable costs and expenses incurred by the Special Servicer
pursuant to this Section 3.16(c) shall constitute, and be reimbursable as, Servicing
Advances. The other parties to this Agreement shall cooperate with all reasonable requests for information made by the Special
Servicer in order to allow the Special Servicer to perform its duties pursuant to this Section 3.16(c).

 

The
Purchase Price (which, in connection with the administration of a Defaulted Loan related to a Serviced Pari Passu Whole Loan,
shall be construed and calculated as if the loans in such Serviced Pari Passu Whole Loan together constitute a single Mortgage
Loan thereunder) for any such Defaulted Loan shall in all cases be deemed a fair price.

 

(d)       
Subject to subsection (b) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Pari Passu Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking
any other action necessary or appropriate in connection with the sale of any such Defaulted Loan, and the applicable collection
of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of
information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the REO Account the
Collection Account or, in the case of any Serviced Pari Passu Whole Loan, the applicable Serviced Whole Loan Custodial Account.
Any sale of such Defaulted Loan shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to
the Trust Fund imposed by those representations and warranties typically given in such transactions, any proration’s applied
thereto and any customary closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none
of the Special Servicer, the Master Servicer, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer or the Trustee shall have any liability to any Certificateholder or Companion Loan Noteholder with respect to the purchase
price therefor accepted by the Special Servicer or the Trustee.


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(e)       
Any sale of such Defaulted Loan shall be for cash only.

 

(f)        
The parties hereto may sell or purchase, or permit the sale or purchase of, a Serviced REO Property only on the terms and subject
to the conditions set forth in this Section 3.16 or as otherwise expressly provided in
an applicable Co-Lender Agreement.

 

(g)       
The Special Servicer shall use reasonable efforts to solicit offers for each Serviced REO Property on behalf of the Certificateholders
and, in the case of a Serviced Pari Passu Whole Loan, the related Serviced Companion Loan Noteholders in such manner as will be
reasonably likely to realize a fair price within the time period provided for by Section 3.15(a)
of this Agreement. The Special Servicer (with the consent of the Directing Holder) shall accept the first cash offer
received from any Person that constitutes a fair price for such Serviced REO Property. Subject to Section
3.16(k), if the Special Servicer receives more than one cash offer that constitutes a fair price for such Serviced
REO Property during the period designated by the Special Servicer for receipt of offers, the Special Servicer shall accept the
highest price. If the Special Servicer determines, in its good faith and reasonable judgment, that it will be unable to realize
a fair price for any Serviced REO Property within the time constraints imposed by Section 3.15(a)
of this Agreement, then the Special Servicer (with the consent of the Directing Holder) shall dispose of such Serviced
REO Property upon such terms and conditions as the Special Servicer shall deem necessary and desirable to maximize the recovery
thereon under the circumstances and, in connection therewith, shall accept the highest outstanding cash offer, regardless of from
whom received.

 

The
Special Servicer shall give the Trustee, the Certificate Administrator, the Master Servicer, the Operating Advisor, the Asset
Representations Reviewer and the Directing Holder, not less than ten Business Days’ prior written notice of its intention
to sell any Serviced REO Property, and notwithstanding anything to the contrary herein, neither the Trustee, in its individual
capacity, nor any of its Affiliates may make an offer for or purchase any Serviced REO Property pursuant to this Agreement.

 

(h)       
Whether any cash offer constitutes a fair price for any Serviced REO Property, as the case may be, shall be determined by the
Special Servicer, if the highest offeror is a Person other than an Interested Person, and by the Trustee, if the highest offeror
is an Interested Person (provided that the Trustee may not be an offeror), subject to any additional conditions in any applicable
Co-Lender Agreement; provided, that no offer from an Interested Person shall constitute a fair price unless (A) it is the
highest offer received and (B) if the offer is less than the applicable Purchase Price, at least two other offers are received
from independent third parties. In determining whether any offer received from an Interested Person represents a fair price for
any such Serviced REO Property, the Trustee shall be supplied with and shall rely on the most recent appraisal or Updated Appraisal
conducted in accordance with this Agreement within the preceding 9-month period or in the absence of any such appraisal, on a
narrative appraisal prepared by an Independent MAI appraiser selected by the Special Servicer if the Special Servicer or an Affiliate
of the Special Servicer is not making an offer with respect to a Serviced REO Property (or by the Master Servicer if the Special
Servicer is making such an offer). The cost of any such Updated Appraisal or narrative appraisal and any related costs and fees
of the Trustee shall be covered by, and shall be reimbursable as, a Servicing Advance by the Master Servicer. In determining whether
any offer from a Person other than an Interested Person constitutes a fair price for any such


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Serviced
REO Property, the Special Servicer shall take into account (in addition to the results of any appraisal, updated appraisal or
narrative appraisal that it may have obtained pursuant to this Agreement within the prior 9 months), and in determining whether
any offer from an Interested Person constitutes a fair price for any such Serviced REO Property, any appraiser shall be instructed
to take into account, as applicable, among other factors, the period and amount of the occupancy level and physical condition
of the Mortgaged Property or Serviced REO Property, the state of the local economy and the obligation to dispose of any Serviced
REO Property within the time period specified in Section 3.15(a) of this Agreement. The
Purchase Price (which, in connection with the administration of a Serviced REO Property related to a Serviced Pari Passu Whole
Loan, shall be construed and calculated as if the loans in such Serviced Pari Passu Whole Loan together constitute a single Mortgage
Loan thereunder) for any Serviced REO Property shall in all cases be deemed a fair price. In addition, the Trustee shall be permitted
to retain, at the expense of the related Interested Person, an independent third party to determine such fair price and will be
permitted to conclusively rely on the opinion of such third party’s determination, provided that the Trustee shall
not engage a third party expert whose fees exceed a commercially reasonable amount as determined by the Trustee. Any costs and
fees of the Trustee in connection with an offer by an Interested Person and the Trustee’s duties therewith shall be reimbursable
by such Interested Person.

 

(i)        
Subject to subsections (g) and (h) above, the Special Servicer shall act on behalf of the Trustee (for the benefit of the Certificateholders
and, in the case of a Serviced Pari Passu Whole Loan, the related Serviced Companion Loan Noteholders) in negotiating and taking
any other action necessary or appropriate in connection with the sale of any Serviced REO Property, and the applicable collection
of all amounts payable in connection therewith. In connection therewith, the Special Servicer may charge for its own account prospective
offerors, and may retain, fees that approximate the Special Servicer’s actual costs in the preparation and delivery of
information pertaining to such sales or exchanging offers without obligation to deposit such amounts into the Collection Account
or, in the case of any Serviced Pari Passu Whole Loan, the applicable Serviced Whole Loan Custodial Account. Any sale of a Serviced
REO Property shall be final and without recourse to the Trustee or the Trust Fund (except such recourse to the Trust Fund imposed
by those representations and warranties typically given in such transactions, any prorations applied thereto and any customary
closing matters), and if such sale is consummated in accordance with the terms of this Agreement, none of the Special Servicer,
the Master Servicer, the Depositor or the Trustee shall have any liability to any Certificateholder or Serviced Companion Loan
Noteholder with respect to the purchase price therefor accepted by the Special Servicer or the Trustee.

 

(j)        
Any sale of a Serviced REO Property shall be for cash only.

 

(k)       
Notwithstanding any of the foregoing paragraphs of this Section 3.16, the Special Servicer shall not be obligated to accept
the highest cash offer if the Special Servicer determines (in consultation with the Directing Holder (unless a Consultation Termination
Event exists) and, in the case of a Serviced Pari Passu Whole Loan or an REO Property related to a Serviced Pari Passu Whole Loan,
the related Companion Loan Holder(s)), in accordance with the Servicing Standard, that rejection of such offer would be in the
best interests of the Certificateholders and any related Companion Loan Noteholder(s) (as a collective whole as if such Certificateholders
and any such Serviced Pari Passu Companion Loan Noteholder(s) constituted a


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single
lender and, with respect to a Whole Loan that includes a Subordinate Companion Loan, taking into account the subordinate nature
of such Subordinate Companion Loan), and the Special Servicer may accept a lower cash offer (from any Person other than itself
or its Affiliate) if it determines, in its reasonable and good faith judgment, that acceptance of such offer would be in the best
interests of the Certificateholders (for example, if the prospective buyer making the lower offer is more likely to perform its
obligations or the terms offered by the prospective buyer making the lower offer are more favorable) and any related Companion
Loan Noteholder(s) (as a collective whole as if such Certificateholders and any such Serviced Pari Passu Companion Loan Noteholder(s)
constituted a single lender and, with respect to a Whole Loan that includes a Subordinate Companion Loan, taking into account
the subordinate nature of such Subordinate Companion Loan).

 

(l)        
With respect to each defaulted Serviced Pari Passu Companion Loan, the Special Servicer shall generally have the right to
sell such defaulted Serviced Pari Passu Companion Loan together with the related Mortgage Loan pursuant to the terms of the
related Co-Lender Agreement as if such Mortgage Loan and Serviced Pari Passu Companion Loans were one whole loan on behalf of
the Certificateholders and the related Serviced Companion Loan Noteholders. The Special Servicer shall provide notice and
other information required under the related Co-Lender Agreement to the applicable Other Special Servicer as soon as
practicable following its decision to attempt to sell, and prior to commencement or marketing of, any Serviced Pari Passu
Companion Loan. With respect to Serviced Pari Passu Whole Loans, the Special Servicer shall be required to obtain the consent
of any holder of a related Serviced Pari Passu Companion Loan prior to a sale of such Serviced Pari Passu Whole Loan, unless
(i) such holder is the related Borrower or an Affiliate or agent of the related Borrower or (ii) the Special Servicer delivers to such holders of the
related Serviced Pari Passu Companion Loans: (A) at least fifteen (15) Business Days’ prior written notice of any
decision to attempt to sell the related Serviced Pari Passu Whole Loan; (B) at least ten (10) days prior to the proposed sale
date, a copy of each bid package (together with any material amendments to such bid packages) received by the Special
Servicer in connection with any such proposed sale; (C) at least ten (10) days prior to the proposed sale date, a copy of the
most recent appraisal for such Serviced Pari Passu Whole Loan, and any documents in the servicing file reasonably requested
by the holders of the applicable Serviced Pari Passu Companion Loans that are material to the sale price of such Serviced
Pari Passu Whole Loan; and (D) until the sale is completed, and a reasonable period of time (but not less time than is
afforded to other offerors and the Directing Holder) prior to the proposed sale date, all information and other documents
being provided to other offerors and all leases or other documents that are approved by the Special Servicer in connection
with the proposed sale. The holders of the Serviced Pari Passu Companion Loans (or, in any case, their respective
representatives) shall be permitted to submit an offer at any sale of such related Serviced Pari Passu Whole Loan; however,
the related Borrower and its agents and Affiliates shall not be permitted to submit an offer at such sale.

 

(m)      
In connection with the acquisition of title to The Stanwix Mortgaged Property by foreclosure (the “Stanwix Foreclosed
Property”), if the value (as determined by an Appraisal of the Stanwix Foreclosed Property obtained by the Special Servicer
at the time of such foreclosure, the cost of which shall be paid by the Master Servicer as a Servicing Advance) of the Stanwix
Foreclosed Property is less than the estimated Stanwix Excess Liquidation Purchase Price as of that date, then the Holders or
Certificate Owners of Certificates representing more than 50%


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of
the Certificate Balance (without regard to Appraisal Reduction Amounts or Stanwix Realized Losses) of the Class SWRR Certificates
(the “Stanwix Excess Liquidation Proceeds Option Holder”) shall have the right to exercise an option (the “Stanwix
Excess Liquidation Proceeds Option”) to acquire all of the interests in the Stanwix Foreclosed Property (including,
if the Special Servicer has transferred the Stanwix Foreclosed Property to a single member limited liability company holding only
the Stanwix Foreclosed Property (the “REO LLC”), all of the interests in the REO LLC) for the Stanwix Excess
Liquidation Purchase Price in connection with the liquidation of the Trust pursuant to Article IX. The Trust will hold
the Stanwix Excess Liquidation Proceeds Option in trust for the benefit of the Stanwix Excess Liquidation Proceeds Option Holder.
The Stanwix Excess Liquidation Proceeds Option shall be assignable only to an Affiliate of the Stanwix Excess Liquidation Proceeds
Option Holder. The Stanwix Excess Liquidation Proceeds Option may only be cash-settled on the closing date of a sale of the Stanwix
Foreclosed Property by the Trust or the REO LLC, as applicable, to a third party purchaser in connection with the liquidation
of the Trust pursuant to Article IX if the Net Liquidation Proceeds realized in connection with such sale exceed the Stanwix
Excess Liquidation Purchase Price by at least 5% as of the closing of such sale. Upon the closing of any qualifying sale, the
Special Servicer shall deliver, or shall cause the REO LLC to deliver, to the Stanwix Excess Liquidation Proceeds Option Holder
a cash settlement amount equal to the excess of the Net Liquidation Proceeds of the Stanwix Foreclosed Property over the Stanwix
Excess Liquidation Purchase Price, but only to the extent that such excess is allocable to the Trust Subordinate Companion Loan.

 

Section
3.17      Additional Obligations of the Master Servicer and the Special Servicer; Inspections.
(a) The Master Servicer (at its own expense) (or, with respect to Specially Serviced Loans and Serviced REO Properties, the Special
Servicer) shall inspect or cause to be inspected each Mortgaged Property securing a Serviced Mortgage Loan (but not a Mortgaged
Property securing a Non-Serviced Mortgage Loan) at such times and in such manner as is consistent with the Servicing Standard,
but in any event shall inspect each Mortgaged Property with a Stated Principal Balance (or in the case of a Serviced Mortgage
Loan secured by more than one Mortgaged Property, having an Allocated Loan Amount) of (A) $2,000,000 or more at least once every
12 months and (B) less than $2,000,000 at least once every 24 months, in each case commencing in the calendar year 2020 (or, in
each case, at such decreased frequency as each Rating Agency shall have provided a Rating Agency Confirmation relating to the
Certificates and Serviced Companion Loan Securities, if any); provided, that if a physical inspection has been performed
by the Special Servicer in the previous twelve (12) months and the Master Servicer has no knowledge of a material change in the
Mortgaged Property since such physical inspection, the Master Servicer will not be required to perform or cause to be performed,
such physical inspection; provided, further, that the Special Servicer shall inspect or cause to be inspected the
related Mortgaged Property as soon as practicable after such Mortgage Loan becomes a Specially Serviced Loan and annually thereafter
for so long as such Mortgage Loan remains a Specially Serviced Loan. The reasonable cost of each such inspection performed in
accordance with the Servicing Standard by the Special Servicer, to the extent not paid by the related Borrower, will be reimbursed
first from Penalty Charges actually received from the related Borrower and if not so reimbursed shall be paid by the Master Servicer
as a Servicing Advance; provided, that if such Advance would be a Nonrecoverable Advance, then the cost of such inspections
shall be an expense of the Trust payable out of general collections. With respect to a Serviced Whole Loan, the costs described
in the preceding sentence above that relate to the applicable Serviced Whole Loan shall be paid out


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of
amounts on deposit in the Serviced Whole Loan Custodial Account related to such Serviced Whole Loan (allocated in accordance with
the expense allocation provision of the related Co-Lender Agreement). If funds in the applicable Serviced Whole Loan Custodial
Account relating to a Serviced Whole Loan are insufficient, then any deficiency shall be paid from amounts on deposit in the Collection
Account; provided that the Master Servicer shall, after receiving payment from amounts on deposit in the Collection Account,
if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable efforts to exercise on
behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement for the portion of such amount allocable
to the related Serviced Companion Loans from the related Companion Loan Noteholders. The Master Servicer or the Special Servicer,
as applicable, shall prepare a written report of the inspection describing, among other things, the condition of and any damage
to the Mortgaged Property securing a Mortgage Loan that it is servicing and specifying the existence of any material vacancies
in such Mortgaged Property, any sale, transfer or abandonment of such Mortgaged Property of which it has actual knowledge, any
material adverse change in the condition of the Mortgaged Property, or any visible material waste committed on applicable Mortgaged
Property. The Master Servicer or Special Servicer, as applicable, shall send such reports, upon the request of any NRSRO, to the
17g-5 Information Provider (who shall promptly post such reports to the 17g-5 Information Provider’s Website pursuant to
Section 3.14(d) of this Agreement), the related Other 17g-5 Information Provider (if
any) and, upon request, to the Underwriters and the Initial Purchasers within 35 days of completion of the inspection report,
each inspection report.

 

(b)       
With respect to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan, as applicable, the Master
Servicer (or the Special Servicer, in the case of a Specially Serviced Loan) shall exercise the Trustee’s rights, in accordance
with the Servicing Standard, with respect to the Manager under the related Loan Documents and Management Agreement, if any.

 

(c)       
If, with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, the Master Servicer accepts a voluntary
Principal Prepayment resulting in a Prepayment Interest Shortfall for any Distribution Date, then the Master Servicer shall deliver
to the Certificate Administrator on the related Master Servicer Remittance Date for deposit in the Lower-Tier REMIC Distribution
Account (or, in the case of a Prepayment Interest Shortfall with respect to a Serviced Pari Passu Companion Loan, remit to the
holder of the Serviced Pari Passu Companion Loan a pro rata portion of the following amount allocated to that Serviced
Whole Loan)), without any right of reimbursement therefor, a cash payment (the “Compensating Interest Payment”),
in an amount equal to the lesser of:

 

(A)       
the aggregate amount of Prepayment Interest Shortfalls for the related Distribution Date incurred in connection with voluntary
Principal Prepayments received in respect of the Serviced Mortgage Loans and any related Serviced Pari Passu Companion Loans and
the Trust Subordinate Companion Loan (in each case other than a Specially Serviced Loan or any such Mortgage Loan or related Serviced
Pari Passu Companion Loan or Trust Subordinate Companion Loan as to which the Special Servicer allowed a prepayment on a date
other than the applicable Due Date) during the applicable one-month period for the related Distribution Date; and


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(B)       
the aggregate of (1) that portion of the Master Servicer’s Servicing Fee for the related Distribution Date that is, in
the case of each Mortgage Loan and Serviced Companion Loan (including any related REO Mortgage Loans and REO Companion Loans)
for which such Master Servicing Fees are being paid, calculated at a rate of 0.00125% per annum, (2) all Prepayment Interest
Excesses for the related Distribution Date received by the Master Servicer with respect to the Mortgage Loans (and, so long as
a Whole Loan is serviced under this Agreement, subject to the related Co-Lender Agreement, any related Serviced Companion Loan)
subject to prepayment during the applicable one-month period for the related Distribution Date and (3) to the extent earned on
Principal Prepayments received during the applicable one-month period ending on the Determination Date for such Distribution Date,
net investment earnings payable to the Master Servicer;

 

provided
that if any Prepayment Interest Shortfall occurs with respect to any Mortgage Loan or Serviced Whole Loan as a result of the
Master Servicer allowing the related Borrower to deviate from the terms of the related Loan Documents regarding Principal Prepayments
(other than (t) in accordance within the terms of the Loan Documents, (u) with respect to the Non-Serviced Mortgage Loans,(v)
subsequent to a default under the related Loan Documents(provided that the Master Servicer reasonably believes that acceptance
of such prepayment is consistent with the Servicing Standard) or if the Mortgage Loan or Serviced Whole Loan is a Specially Serviced
Loan, (w) if the Mortgage Loan or Serviced Whole Loan was previously a Specially Serviced Loan with respect to which the Special
Servicer has waived or amended the prepayment restrictions such that the related Borrower is not required to prepay on a Due Date
or pay interest that would have accrued on the amount prepaid through and including the last day of the Mortgage Loan interest
accrual period during which such prepayment occurred, (x) at the request or with the consent of the Special Servicer or, so long
as a Control Termination Event has not occurred or is not continuing, and with respect to the Mortgage Loans other than an Excluded
Loan, the Directing Holder, (y) pursuant to applicable law or a court order or (z) in connection with the payment of any insurance
proceeds or condemnation awards unless the Master Servicer did not apply the proceeds thereof in accordance with the terms of
the related Loan Documents and such failure causes the shortfall) (a “Prohibited Prepayment”), then for purposes
of calculating the Compensating Interest Payment for the related Distribution Date, the Master Servicer shall pay, without regard
to clause (B) above, the aggregate amount of Prepayment Interest Shortfall with respect to such Mortgage Loan or Serviced Whole
Loan otherwise described in clause (A) above in connection with such Prohibited Prepayments. The Master Servicer’s obligation
to pay the Compensating Interest Payment, and the rights of the Certificateholders to offset of the aggregate Prepayment Interest
Shortfalls against those amounts, shall not be cumulative.

 

Compensating
Interest Payments with respect to the Serviced Whole Loans (other than The Stanwix Whole Loan) shall be allocated among the related
Mortgage Loan and the related Serviced Pari Passu Companion Loan(s), pro rata, in accordance with their respective principal
amounts, and the Master Servicer shall pay the portion of such Compensating Interest Payments allocable to each related Serviced
Pari Passu Companion Loan to the applicable Other Servicer under the related Other PSA. Compensating Interest Payments with respect
to The Stanwix Whole Loan shall be allocated first to The Stanwix Mortgage Loan until the related Prepayment Interest Shortfall
is fully covered and then to the Trust Subordinate Companion Loan.


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Any Excess Prepayment Interest Shortfall with respect to the Mortgage Loans for any Distribution Date shall be allocated on that Distribution Date among each class of Pooled Regular Certificates, pro rata in accordance with their respective Interest Accrual Amounts for that Distribution Date. Any Excess Prepayment Interest Shortfall allocated to the Trust Subordinate Companion Loan for any Distribution Date shall be allocated on such Distribution Date as specified in the definition of “Stanwix Interest Distribution Amount.” 

 

(d)        The Master Servicer shall, as to each Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan that is secured by the interest of the related Borrower under a ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, such space lease or air rights lease), promptly (and in any event within 60 days) after the Closing Date notify the related ground lessor of the transfer of such Mortgage Loan or Serviced Whole Loan to the Trust pursuant to this Agreement and inform such ground lessor that any notices of default under the related ground lease (or, with respect to a leasehold interest that is a space lease or an air rights lease, the related space lease or air rights lease) should thereafter be forwarded to the Master Servicer.

 

(e)        The Master Servicer shall, to the extent consistent with the Servicing Standard and permitted by the related Loan Documents, not apply any funds with respect to a Mortgage Loan or Serviced Whole Loan (whether arising in the form of a holdback, earnout reserve, cash trap or other similar feature) to the prepayment of the related Mortgage Loan or Serviced Whole Loan prior to an event of default or reasonably foreseeable event of default with respect to such Mortgage Loan or Serviced Whole Loan. Prior to an event of default or reasonably foreseeable event of default any such amounts described in the immediately preceding sentence shall be held by the Master Servicer as additional collateral for the related Mortgage Loan or Serviced Whole Loan.

 

(f)         Within a reasonable time period after the execution of any amendment or modification of any of the Co-Lender Agreements related to any of the Whole Loans, the Master Servicer or the Special Servicer, as applicable, shall provide to the Certificate Administrator a copy of any such modification or amendment of any such Co-Lender Agreement, and such amendment or modification shall be a Reportable Event as set forth in Section 10.09.

 

Section 3.18      Authenticating Agent. The Certificate Administrator may appoint an Authenticating Agent to execute and to authenticate Certificates. The Authenticating Agent must be acceptable to the Depositor and must be a corporation organized and doing business under the laws of the United States of America or any state, having a principal office and place of business in a state and city acceptable to the Depositor, having a combined capital and surplus of at least $15,000,000, authorized under such laws to do a trust business and subject to supervision or examination by federal or state authorities. The Certificate Administrator shall serve as the initial Authenticating Agent.

 

Any corporation into which the Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Authenticating Agent shall be party, or any corporation succeeding to the corporate agency business of the Authenticating Agent, shall be the Authenticating Agent 


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without
the execution or filing of any paper or any further act on the part of the Certificate Administrator or the Authenticating Agent.


 


The Authenticating Agent may at any time resign by giving at least 30 days’ advance written notice of resignation to the Certificate Administrator, the Trustee, the Depositor and the Master Servicer. The Certificate Administrator may at any time terminate the agency of the Authenticating Agent by giving written notice of termination to the Authenticating Agent, the Depositor and the Master Servicer. Upon receiving a notice of resignation or upon such a termination, or in case at any time the Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 3.18, the Certificate Administrator may appoint a successor Authenticating Agent, which shall be acceptable to the Depositor, and shall mail notice of such appointment to all Certificateholders. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers, duties and responsibilities of its predecessor hereunder, with like effect as if originally named as Authenticating Agent herein. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section 3.18.

 

The Authenticating Agent shall have no responsibility or liability for any action taken by it as such at the direction of the Certificate Administrator. Any compensation paid to the Authenticating Agent shall be an unreimbursable expense of the Certificate Administrator, as applicable.

 

Section 3.19      Appointment of Custodians. The Certificate Administrator shall be the initial Custodian hereunder. The Certificate Administrator may appoint one or more additional Custodians to hold all or a portion of the Mortgage Files on behalf of the Trustee and otherwise perform the duties set forth in Article II, by entering into a Custodial Agreement with any Custodian who is not the Depositor. The Certificate Administrator agrees to comply with the terms of each Custodial Agreement and to enforce the terms and provisions thereof against the Custodian for the benefit of the Certificateholders. The Certificate Administrator shall not be liable for any act or omission of the Custodian under the Custodial Agreement. Each Custodian shall (a) be a depository institution subject to supervision by federal or state authority, (b) have a combined capital and surplus of at least $10,000,000 and (c) have a long-term debt rating of at least “BBB” from S&P, “BBB” from Fitch and an equivalent rating from KBRA if rated by KBRA. Each Custodial Agreement may be amended only as provided in Section 12.08 of this Agreement. Any compensation paid to the Custodian shall be an unreimbursable expense of the Certificate Administrator. If the Custodian is an entity other than the Certificate Administrator, the Custodian shall maintain a fidelity bond in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement. The Custodian shall be deemed to have complied with this provision if one of its Affiliates has such fidelity bond coverage and, by the terms of such fidelity bond, the coverage afforded thereunder extends to the Custodian. In addition, the Custodian shall keep in force during the term of this Agreement a policy or policies of insurance covering loss occasioned by the errors and omissions of its officers and employees in connection with its obligations hereunder in the form and amount that are customary for securitizations similar to the securitization evidenced by this Agreement. All fidelity bonds and policies of errors and omissions insurance obtained under this Section 3.19 shall be issued by a Qualified Insurer. 


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Section 3.20      Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts. The Master Servicer shall administer each Lock-Box Account, Cash Collateral Account, Escrow Account and Reserve Account in accordance with the related Mortgage or Loan Agreement, Cash Collateral Account Agreement or Lock-Box Agreement, if any relating to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans it is servicing.

 

Section 3.21      Servicing Advances. (a) The Master Servicer (or, to the extent provided in Section 3.21(d) of this Agreement, the Trustee) to the extent specifically provided for in this Agreement, shall make any Servicing Advances as and to the extent otherwise required pursuant to the terms hereof with respect to the Mortgage Loans (other than Non-Serviced Mortgage Loans) and Serviced Whole Loans that it is servicing. For purposes of distributions to Certificateholders and compensation to the Master Servicer, the Special Servicer or the Trustee, Servicing Advances shall not be considered to increase the Stated Principal Balance of any such Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loans so provide.

 

(b)        Notwithstanding anything in this Agreement to the contrary, the Special Servicer shall give the Master Servicer not less than five Business Days’ written notice with respect to any Servicing Advance to be made on any Specially Serviced Loan, before the date on which the Master Servicer is required to make such Servicing Advance with respect to such Specially Serviced Loan or Serviced REO Loan; provided, that the Special Servicer shall be required to provide the Master Servicer with only two Business Days’ written notice in respect of Servicing Advances required to be made on an urgent or emergency basis (which may include, without limitation, Servicing Advances required to make tax or insurance payments). If the Master Servicer or the Trustee makes a Servicing Advance with respect to any Serviced Whole Loan then it shall provide written notice to the related Other Servicer, Other Special Servicer and Other Trustee of the amount of such Servicing Advance with respect to such Serviced Whole Loan as part of its monthly report following the making of such Servicing Advance.

 


(c)        The Special Servicer shall have no obligation to make any Servicing Advances; provided that in an urgent or emergency situation requiring the making of a Servicing Advance, the Special Servicer may make a Servicing Advance in its sole discretion. The Special Servicer shall deliver to the Master Servicer a request for reimbursement for such Servicing Advance, along with all information and documentation in the Special Servicer’s possession regarding the subject Servicing Advance as the Master Servicer may reasonably request, and the Master Servicer shall be obligated, out of such Master Servicer’s own funds, to reimburse the Special Servicer for any unreimbursed Servicing Advances (other than Nonrecoverable Servicing Advances) made by the Special Servicer pursuant to the terms hereof, together with interest thereon at the Reimbursement Rate from the date made to, but not including, the date of reimbursement. Such reimbursement and any accompanying payment of interest shall be made within five (5) Business Days of the written request therefor pursuant to the preceding sentence by wire transfer of immediately available funds to an account designated in writing by the Special Servicer. Upon the Master Servicer’s reimbursement to the Special Servicer of any Servicing Advance and payment to the Special Servicer of interest thereon, all in accordance with this Section 3.21, the Master Servicer shall for all purposes of this Agreement be deemed to have made such Servicing Advance at the same time as the Special Servicer actually made such Servicing 


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Advance, and accordingly, the Master Servicer shall be entitled to be reimbursed for such Servicing Advance, together with interest thereon at the Reimbursement Rate, at the same time, in the same manner and to the same extent as the Master Servicer would otherwise have been entitled if it had actually made such Servicing Advance at the time the Special Servicer did. Notwithstanding the foregoing provisions of this Section 3.21, the Master Servicer shall not be required to reimburse the Special Servicer out of its own funds for, or to make at the direction of the Special Servicer, any Servicing Advance if the Master Servicer determines in its reasonable judgment that such Servicing Advance, although not characterized by the Special Servicer as a Nonrecoverable Servicing Advance, is in fact a Nonrecoverable Servicing Advance. The Master Servicer shall notify the Special Servicer in writing of such determination and such Nonrecoverable Servicing Advance shall instead be reimbursed to the Special Servicer pursuant to Section 3.06 of this Agreement.

 

(d)        The Master Servicer shall notify the Trustee and the Certificate Administrator in writing promptly upon, and in any event within one Business Day after, becoming aware that it will be unable to make any Servicing Advance required to be made pursuant to the terms hereof, and in connection therewith, shall set forth in such notice the amount of such Servicing Advance, the Person to whom it is to be paid, and the circumstances and purpose of such Servicing Advance, and shall set forth therein information and instructions for the payment of such Servicing Advance, and, on the date specified in such notice for the payment of such Servicing Advance, or, if the date for payment has passed or if no such date is specified, then within five Business Days following such notice, the Trustee, subject to the provisions of Section 3.21(e) of this Agreement, shall pay the amount of such Servicing Advance in accordance with such information and instructions.

 

(e)        The Special Servicer shall promptly furnish any party required to make Servicing Advances hereunder with any information in its possession regarding the Specially Serviced Loans and REO Properties as such party required to make Servicing Advances may reasonably request for purposes of making recoverability determinations. Notwithstanding anything to the contrary in this Agreement, the Special Servicer shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall remain with the Master Servicer or Trustee, as applicable.

 


Notwithstanding anything herein to the contrary, no Servicing Advance shall be required hereunder if the Person otherwise required to make such Servicing Advance determines that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In addition, neither the Master Servicer nor the Trustee shall make any Servicing Advance to the extent that it has received written notice that the Special Servicer has determined that such Servicing Advance would, if made, constitute a Nonrecoverable Servicing Advance. In making such recoverability determination, such Person will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) are a source of recovery not only for the Servicing Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement 


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Amount which is being or may be deferred or delayed and (ii) consider (among other things) (a) the obligations of the Borrower under the terms of the related Mortgage Loan (or the related Serviced Whole Loan, as applicable) as it may have been modified, (b) the related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) regarding the possibility and effects of future adverse changes with respect to such Mortgaged Properties, (c) estimated (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) (among other things) future expenses, (d) estimated timing of recoveries and (e) with respect to the Trust Subordinate Companion Loan, the subordinate nature of the Trust Subordinate Companion Loan.

 

The Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior Servicing Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed Servicing Advances. If an Appraisal of the related Mortgaged Property shall not have been obtained within the prior 12 month period (and the Master Servicer and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the expense of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Co-Lender Agreement).

 


Any determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as the case may be, has made a Servicing Advance that is a Nonrecoverable Servicing Advance or any determination by the Master Servicer, the Special Servicer or the Trustee that any proposed Servicing Advance, if made, would constitute a Nonrecoverable Servicing Advance shall be evidenced in the case of the Master Servicer or the Special Servicer by a certificate of a Servicing Officer delivered to the other, to the Trustee, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s) and the Depositor and, in the case of the Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Directing Holder (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, any related Companion Loan holder(s), the Master Servicer and the Special Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master Servicer, the Special Servicer or the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by, to the extent available, income and expense statements, rent rolls, occupancy status, property inspections and other information used by the Master Servicer, the Special Servicer or the Trustee, as applicable, to make such determination, together with any existing Appraisal or any Updated Appraisal); provided, that the Special Servicer may make a determination in accordance with the Servicing Standard, that any Servicing Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, who shall 


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forward to the Certificate Administrator, the Directing Holder (prior to the occurrence of a Consultation Termination Event), the Operating Advisor, the Trustee, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), notice of such determination. Any such determination by the Special Servicer may be relied upon and shall be conclusive and binding on the Master Servicer and the Trustee. For the avoidance of doubt, any non-recoverability determination with respect to the Trust Subordinate Companion Loan shall be made based on the subordinate nature of the Trust Subordinate Companion Loan.

 

Notwithstanding the foregoing, the Special Servicer shall have no obligation to make an affirmative determination that any Advance is, or would be, a Nonrecoverable Advance, and in the absence of a determination by the Special Servicer that such an Advance is a Nonrecoverable Advance, then all such decisions shall remain with the Master Servicer or the Trustee, as applicable. If the Special Servicer makes a determination that only a portion, and not all, of any previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance, the Master Servicer and the Trustee shall each have the right to make its own subsequent determination that any remaining portion of any such previously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance.

 

Any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination or prohibit any such other authorized Person from making a determination, that a Servicing Advance is a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Trust (and, in the case of a Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Co-Lender Agreement), any analysis, Appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination as to the recoverability of any Servicing Advance shall be conclusive and binding on the Certificateholders and the Serviced Companion Loan Noteholders.

 

The Trustee, in determining whether or not a Servicing Advance previously made is, or a proposed Servicing Advance, if made, would be, a Nonrecoverable Servicing Advance shall use its reasonable judgment.

 


With respect to the payment of insurance premiums and delinquent tax assessments, in the event that the Master Servicer determines that a Servicing Advance of such amounts would constitute a Nonrecoverable Advance, the Master Servicer shall deliver notice of such determination to the Trustee, the Certificate Administrator and the Special Servicer. Upon receipt of such notice, the Master Servicer (with respect to any Serviced Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan) and the Special Servicer (with respect to any Specially Serviced Loan or REO Property) shall determine (with the reasonable assistance of the Master Servicer) whether the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders and, in the case of any Serviced Companion Loans, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a 


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related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). If the Master Servicer or the Special Servicer determines that the payment of such amount (i) is necessary to preserve the related Mortgaged Property and (ii) would be in the best interests of the Certificateholders and, in the case of any Serviced Companion Loan, the related Serviced Companion Loan Noteholder, the Special Servicer (in the case of a determination by the Special Servicer) shall direct the Master Servicer in writing to make such payment and the Master Servicer shall make such payment, to the extent of available funds, from amounts in the Collection Account or, if a Serviced Whole Loan is involved, from amounts in the applicable Serviced Whole Loan Custodial Account.

 

Notwithstanding anything to the contrary contained in this Section 3.21, the Master Servicer may elect (but shall not be required) to make a payment out of the Collection Account to pay for certain expenses specified in this sentence notwithstanding that the Master Servicer has determined that a Servicing Advance with respect to such expenditure would be a Nonrecoverable Servicing Advance (unless, with respect to Specially Serviced Loans or Serviced REO Loans, the Special Servicer has notified the Master Servicer to not make such expenditure), where making such expenditure would prevent (i) the related Mortgaged Property from being uninsured or being sold at a tax sale or (ii) any event that would cause a loss of the priority of the lien of the related Mortgage, or the loss of any security for the related Mortgage Loan; provided that in each instance, the Master Servicer determines in accordance with the Servicing Standard (as evidenced by a certificate of a Servicing Officer delivered to the Trustee and the Certificate Administrator) that making such expenditure is in the best interests of the Certificateholders and, in the case of a Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)). The Master Servicer may elect to obtain reimbursement of Nonrecoverable Servicing Advances from the Trust Fund in accordance with Section 3.06 of this Agreement.

 

(f)         The Master Servicer, the Special Servicer and/or the Trustee, as applicable, shall be entitled to the reimbursement of Servicing Advances made by any of them to the extent permitted pursuant to Section 3.06 of this Agreement, if applicable, together with any related Advance Interest Amount in respect of such Servicing Advances, and the Master Servicer, the Special Servicer and the Trustee each hereby covenants and agrees to promptly seek and effect the reimbursement of such Servicing Advances from the related Borrowers to the extent permitted by applicable law and the related Loan Documents.

 


The parties acknowledge that, pursuant to the applicable Non-Serviced PSA, the applicable Non-Serviced Master Servicer is obligated to make Servicing Advances with respect to the related Non-Serviced Mortgage Loan. The Non-Serviced Master Servicer, the Non-Serviced Special Servicer (to the extent it has made an advance), the Non-Serviced Trustee or fiscal agent or other Persons making advances under the applicable Non-Serviced PSA shall be entitled to reimbursement in accordance with Section 3.06(b) of this Agreement for the pro rata portion (based on unpaid principal balance) of the related Mortgage Loan (after amounts allocated to the related Subordinate Companion Loan, if any) with respect to any Servicing Advance that is nonrecoverable (with, in each case, any pro rata portion of accrued and unpaid interest thereon 


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provided for under the Non-Serviced PSA) in the manner set forth in the Non-Serviced PSA and the related Co-Lender Agreement, as applicable.

 

With respect to any Serviced Whole Loan, if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed Servicing Advance with respect to such Serviced Whole Loan, if made, or any outstanding Servicing Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer or the Trustee, as applicable, shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other PSA with written notice of such determination, together with supporting evidence for such determination within two (2) Business Days after such determination or such longer time period permitted by the applicable Co-Lender Agreement.

 

Section 3.22      Appointment and Replacement of Special Servicer. (a) LNR Partners, LLC is hereby appointed as the initial Special Servicer to service each Specially Serviced Loan and related REO Property with respect to each of the Mortgage Loans other than The Stanwix Whole Loan. KeyBank National Association is hereby appointed as the initial Special Servicer with respect to The Stanwix Whole Loan. 

 

(b)        For so long as no Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to terminate the rights (subject to Section 3.05, Section 3.12 and Section 6.03(a) of this Agreement) and obligations of the Special Servicer under this Agreement, (i) for cause at any time as set forth in Section 7.02 below upon the occurrence of a Special Servicer Termination Event and (ii) (A) without cause at any time if termination is as Special Servicer of The Stanwix Whole Loan (for so long as no Stanwix Control Appraisal Period exists) or a Servicing Shift Whole Loan and (B) otherwise without cause if either (1) LNR Partners, LLC or its Affiliate is no longer the Special Servicer (with respect to any Mortgage Loans serviced under this Agreement other than The Stanwix Whole Loan (for so long as no Stanwix Control Appraisal Period exists) and any Excluded Special Servicer Loan) or (2) LNR Securities Holdings, LLC or its Affiliate owns less than 25% of the Certificate Balance of the Controlling Class of Certificates. Any such termination and the appointment of a successor Special Servicer pursuant to Section 7.02 of this Agreement shall be made upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee; provided that, with respect to any Serviced Whole Loan, the related Directing Holder’s right to terminate the rights and obligations of the Special Servicer under this Agreement with respect to such Serviced Whole Loan shall be subject to the limitations set forth in the related Co-Lender Agreement.

 


(c)        After the occurrence of a Consultation Termination Event that relates to any Mortgage Loan (other than The Stanwix Mortgage Loan), if the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer (other than with respect to The Stanwix Whole Loan) is not performing its duties as required hereunder or is otherwise not acting in accordance with the Servicing Standard and (2) the replacement of the Special Servicer with respect to the Mortgage Loans other than The Stanwix Whole Loan would be in the best interests of the Pooled Certificateholders as a collective whole, then the Operating Advisor may recommend the replacement of the Special Servicer (other than with respect to The Stanwix Whole Loan). In such event, the Operating Advisor shall deliver to the Trustee and to the Certificate 


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Administrator, with a copy to the Special Servicer (other than with respect to The Stanwix Whole Loan), a written report setting forth the reasons supporting its recommendation (along relevant information justifying its recommendation) and recommending a suggested replacement special servicer (other than with respect to The Stanwix Whole Loan) which must be a Qualified Replacement Special Servicer; provided, that in no event shall the information or any other content included in such written report contravene any provision of this Agreement. In such event, the Certificate Administrator shall promptly post notice to all Pooled Certificateholders of such recommendation and the related report on the Certificate Administrator’s Website, and by mail (or through the DTC system, as applicable), and shall conduct the solicitation of votes of all Pooled Certificates in such regard. Subsequently, upon (i) the affirmative vote and written direction of Holders of Pooled Principal Balance Certificates evidencing at least a majority of the aggregate Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances), which vote and direction must occur not more than 180 days from the date the Certificate Administrator posts such recommendation on the Certificate Administrator’s Website, and if such vote and written direction is not provided within 180 days of the posting of the initial request for a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect, (ii) the Certificate Administrator having obtained a Rating Agency Confirmation from each Rating Agency with respect to the Pooled Certificates and, if such successor special servicer shall also specially service a Serviced Whole Loan, any class of related Serviced Companion Loan Securities following satisfaction of the foregoing clause (i), and (iii) the successor special servicer (other than with respect to The Stanwix Whole Loan) agreeing to be bound by the terms of this Agreement, the Trustee (upon receipt of written confirmation from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities) shall (x) terminate all of the rights and obligations of the Special Servicer (other than with respect to The Stanwix Whole Loan) under this Agreement and appoint a successor special servicer (other than with respect to The Stanwix Whole Loan) approved by the Pooled Certificateholders; provided such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other compensation set forth in this Agreement that survive termination, and (y) promptly notify such outgoing Special Servicer of the effective date of such termination. The reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) associated with obtaining such Rating Agency Confirmations and administering such vote shall be an Additional Trust Fund Expense payable out of the Collection Account. If the Certificate Administrator does not receive the requisite votes, then the Trustee shall not remove the Special Servicer. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22(c).

 

Notwithstanding the foregoing, with respect to The Stanwix Whole Loan, if at any time the Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer is not performing its duties with respect to The Stanwix Whole Loan as required under this Agreement or is otherwise not acting with respect to The Stanwix Whole Loan in accordance with the Servicing Standard and (2) the replacement of the Special Servicer with respect to The Stanwix Whole Loan would be in the best interests of the Loan-Specific Certificateholders as a collective whole, then the Operating Advisor may recommend the 


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replacement of the Special Servicer with respect to The Stanwix Whole Loan. In such event, the Operating Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the Special Servicer with respect to The Stanwix Whole Loan, a written report detailing the reasons supporting its position and recommending a suggested replacement special servicer (which must be a Qualified Replacement Special Servicer) with respect to The Stanwix Whole Loan. The Certificate Administrator shall promptly notify each Loan-Specific Certificateholder of the recommendation and post such notice and report on the Certificate Administrator’s Website, and to conduct the solicitation of votes with respect to such recommendation.

 

The Operating Advisor’s recommendation to replace the Special Servicer with respect to The Stanwix Whole Loan must be confirmed within 180 days after the notice of such recommendation is posted to the Certificate Administrator’s Website by an affirmative vote of Holders of Loan-Specific Principal Balance Certificates evidencing at least a majority of a quorum (which, for this purpose is the Holders that (i) evidence at least 20% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the respective Certificate Balances) of all Loan-Specific Principal Balance Certificates on an aggregate basis, and (ii) consist of at least three (3) Certificateholders or Certificate Owners of Loan-Specific Principal Balance Certificates that are not Risk Retention Affiliated with each other).

 


In the event (i) the Holders of such Loan-Specific Principal Balance Certificates evidencing the requisite Voting Rights elect to remove and replace the Special Servicer with respect to The Stanwix Whole Loan (which requisite affirmative votes must be received within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer with respect to The Stanwix Whole Loan to the Certificate Administrator’s Website), (ii) the Certificate Administrator has obtained a Rating Agency Confirmation from each of the Rating Agencies with respect to the Loan-Specific Certificates, and (iii) the successor special servicer with respect to The Stanwix Whole Loan agrees to be bound by the terms of this Agreement, then the Trustee (upon receipt of written confirmation from the Certificate Administrator, if the Certificate Administrator and the Trustee are different entities) shall terminate all of the rights and obligations of the Special Servicer with respect to The Stanwix Whole Loan under this Agreement and appoint the successor special servicer with respect to The Stanwix Whole Loan approved by the Loan-Specific Certificateholders, provided that such successor special servicer with respect to The Stanwix Whole Loan is a Qualified Replacement Special Servicer, and provided further any such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other compensation (in each case with respect to The Stanwix Whole Loan only) set forth in this Agreement that survive termination. The reasonable out-of-pocket costs and expenses associated with obtaining such Rating Agency Confirmations and administering such vote of the applicable holders of the Loan-Specific Principal Balance Certificates and the Operating Advisor’s identification of a Qualified Replacement Special Servicer with respect to The Stanwix Whole Loan shall be an Additional Trust Fund Expense payable out of the Serviced Whole Loan Custodial Account for The Stanwix Whole Loan. If the Certificate Administrator does not receive the required votes within 180 days of the posting of the notice of the Operating Advisor’s recommendation to replace the Special Servicer with respect to The Stanwix Whole Loan, then the Trustee shall not remove the Special Servicer with respect to The Stanwix Whole Loan. Prior to the appointment of any replacement special servicer, such replacement special servicer shall have agreed to succeed to the obligations of the Special 


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Servicer under this Agreement and to act as the Special Servicer’s successor hereunder. No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22(c). In the event the Special Servicer for The Stanwix Whole Loan is terminated pursuant to this Section 3.22(c), the Directing Holder may not subsequently reappoint such terminated Special Servicer or any Risk Retention Affiliate thereof.

 

(d)        After the occurrence and during the continuance of a Control Termination Event that relates to any Mortgage Loan (other than The Stanwix Mortgage Loan), upon (a) the written direction of holders of Pooled Principal Balance Certificates evidencing not less than 25% of the Pooled Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates pursuant to Section 4.08 of this Agreement) of the Pooled Principal Balance Certificates requesting a vote to replace the Special Servicer (other than with respect to The Stanwix Whole Loan) with a new special servicer designated in such written direction, (b) payment by such holders to the Certificate Administrator of the reasonable fees and expenses (including any legal fees and expenses and any Rating Agency fees and expenses) to be incurred by the Certificate Administrator in connection with administering such vote and (c) delivery by such holders to the Certificate Administrator and the Trustee of a Rating Agency Confirmation from each Rating Agency with respect to the Certificates and, if such successor Special Servicer shall also specially service a Serviced Whole Loan, any class of related Serviced Companion Loan Securities, the Certificate Administrator shall promptly provide written notice to all Pooled Certificateholders of such request by posting such notice on the Certificate Administrator’s Website, and by mail (or through the DTC system, as applicable), and conduct the solicitation of votes of all Pooled Certificates in such regard. Subsequently, if a Control Termination Event has occurred and is continuing, upon the written direction of holders of Pooled Principal Balance Certificates evidencing at least 75% of a Pooled Certificateholder Quorum, the Trustee shall (x) terminate all of the rights and obligations of the Special Servicer (other than with respect to The Stanwix Whole Loan) under this Agreement and appoint the successor Special Servicer designated by such Pooled Certificateholders, provided such termination is subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees and other compensation and reimbursement of any Servicing Advances and (y) promptly notify such outgoing Special Servicer of the effective date of such termination; provided that if such written direction is not provided within 180 days of the notice from the Certificate Administrator of the request for a vote to terminate and replace the Special Servicer, then such written direction shall have no force and effect. The reasonable fees and out-of-pocket costs associated with administering such vote shall be an Additional Trust Fund Expense. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder and Certificate Owner may access notices on the Certificate Administrator’s Website and each Pooled Certificateholder and Certificate Owner may register to receive email notifications when such notices are posted on the Certificate Administrator’s Website; provided that the Certificate Administrator shall be entitled to reimbursement from the requesting Pooled Certificateholders for the reasonable expenses of posting such notices.

 


After the occurrence and during the continuance of a Control Termination Event with respect to The Stanwix Mortgage Loan, upon (i) the written direction of holders of Principal Balance Certificates evidencing not less than 25% of the Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances) of the Principal Balance Certificates requesting a vote to replace the Special Servicer with respect to 


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The Stanwix Whole Loan with a new Special Servicer, (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), and (iii) delivery by such Holders to the Certificate Administrator and the Trustee of Rating Agency Confirmation from each Rating Agency (such Rating Agency Confirmation will be obtained at the expense of those Holders of Certificates requesting such vote), the Certificate Administrator shall promptly post notice of the same on the Certificate Administrator’s Website and concurrently by mail and conduct the solicitation of votes of all Principal Balance Certificates in such regard, which such vote must occur within 180 days of the posting of such notice. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of a Certificateholder Quorum, the Trustee shall terminate all of the rights and obligations of the Special Servicer with respect to The Stanwix Whole Loan under this Agreement and appoint the successor special servicer designated by such Certificateholders; provided such successor special servicer is a Qualified Replacement Special Servicer, subject to the rights of the terminated Special Servicer as set forth in Section 3.22(d) of this Agreement.

 

Notwithstanding anything to the contrary described in this section, prior to the related Servicing Shift Securitization Date, no one except for the holder of the related Controlling Pari Passu Companion Loan may replace the Special Servicer with respect to such related Servicing Shift Whole Loan.

 


(e)        The Trustee shall, promptly after receiving any removal notice pursuant to Section 3.22(b) of this Agreement or direction to terminate pursuant to Section 3.22(c) or Section 3.22(d) of this Agreement, so notify the Certificate Administrator, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). The termination of the Special Servicer and appointment of a successor Special Servicer pursuant to this Section 3.22 shall not be effective until (i) the Trustee receives from each Rating Agency a Rating Agency Confirmation or, if such successor Special Servicer shall also specially service a Serviced Whole Loan, a Serviced Companion Loan Rating Agency Confirmation, (ii) the successor special servicer has assumed all of its responsibilities, duties and liabilities hereunder pursuant to a writing reasonably satisfactory to the Trustee, (iii) receipt by the Trustee of an Opinion of Counsel to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with this Agreement, (y) such replacement will be bound by the terms of this Agreement and (z) this Agreement will be enforceable against such replacement in accordance with its terms, (iv) the replacement Special Servicer certifies that such replacement special servicer satisfies all related qualifications set forth in the Co-Lender Agreement relating to such Serviced Companion Loan and (v) receipt by the Certificate Administrator (with a confirmation of such receipt delivered to the Trustee) of notice and information required to be delivered by the successor Special Servicer under Section 10.03 of this Agreement. Any successor Special Servicer shall make the representations and warranties provided for in Section 2.05(b) of this Agreement mutatis mutandis. In no event may a successor Special Servicer be a current or former Operating Advisor or any Affiliate of such current or former Operating Advisor or a current or former Asset Representations Reviewer. Further, such successor shall be a Person that (i) satisfies all of the eligibility requirements applicable to the Special Servicer contained in this Agreement, (ii) is not the Operating Advisor, the Asset Representations Reviewer or an affiliate 


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of the Operating Advisor or the Asset Representations Reviewer, (iii) is not obligated or allowed to pay the Operating Advisor any fees or otherwise compensate the Operating Advisor (x) in respect of its obligations under this Agreement or (y) for the appointment of the successor Special Servicer or the recommendation by the Operating Advisor for the replacement Special Servicer to become the Special Servicer, (iv) is not entitled to receive any compensation from the Operating Advisor other than compensation that is not material and is unrelated to the Operating Advisor’s recommendation that such party be appointed as the replacement special servicer, (v) is not entitled to receive any fee from the Operating Advisor for its appointment as successor Special Servicer, in each case, unless expressly approved by 100% of the Certificateholders, (vi) is not a special servicer that has been cited by S&P as having servicing concerns as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination, (vii) currently has a special servicer rating of at least “CSS3” from Fitch, and (viii) is not a special servicer that has been cited by KBRA as having servicing concerns as the sole or a material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in a transaction serviced by the applicable servicer prior to the time of determination. In addition, any replacement Special Servicer that will service any Serviced Whole Loan shall meet any requirements specified in the related Co-Lender Agreement or, if applicable, the related Other PSA.

 

The existing Special Servicer shall be deemed to have been removed simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, that the Special Servicer removed pursuant to this Section shall be entitled to receive, and shall have received, all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation and it shall continue to be entitled to any rights that accrued prior to the date of such resignation (including the right to receive all fees, expenses and other amounts accrued or owing to it under this Agreement, plus the right to receive any Workout Fee specified in Section 3.12(b) of this Agreement if the Special Servicer is terminated and any indemnification rights that the Special Servicer is entitled to pursuant to Section 6.03(a) of this Agreement) notwithstanding any such removal. Such removed Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including without limitation the transfer within two Business Days to the successor Special Servicer for administration by it of all cash amounts that are thereafter received with respect to the Mortgage Loans and, if applicable, Whole Loans.

 


(f)         The appointment of any such successor Special Servicer shall not relieve the Master Servicer or the Trustee of their respective obligations to make Advances as set forth herein; provided, that neither the Trustee nor the Master Servicer shall be liable for any actions or any inaction of such successor Special Servicer. Any termination fee payable to the terminated Special Servicer (and it is acknowledged that there is no such fee payable in the event of a termination for breach of this Agreement) shall be paid by the Certificateholders or the Directing Holder, as applicable, so terminating the Special Servicer and shall not in any event be an expense of the Trust Fund or any Serviced Companion Loan Noteholder (unless such Serviced Companion Loan Noteholder is the Directing Holder). 


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(g)        For so long as there are multiple parties acting as Special Servicer hereunder, then, unless the context clearly requires otherwise: (i) when used in the context of imposing duties and obligations on the Special Servicer hereunder or the performance of such duties and obligations, the term “Special Servicer“ shall mean the applicable Special Servicer with respect to the related Mortgage Loan or Serviced Whole Loan, as specified in the definition of “Special Servicer” herein or any of its successors, insofar as such duties and obligations relate to the subject Mortgage Loan or Serviced Whole Loan or any related Serviced REO Property; (ii) when used in the context of identifying the recipient of any information, funds, documents, instruments and/or other items, the term “Special Servicer” shall mean only the applicable Special Servicer, insofar as such information, funds, documents, instruments and/or other items relate to the subject Mortgage Loan or Serviced Whole Loan or any related Serviced REO Property; (iii) when used in the context of granting the Special Servicer the right to purchase all of the Mortgage Loans, the Trust Subordinate Companion Loan and all other property held by the Trust Fund pursuant to Section 9.01(c) of this Agreement, the term “Special Servicer” shall mean LNR Partners, LLC or its successor only; (iv) when used in the context of granting the Special Servicer the right to purchase the Trust Subordinate Companion Loan and terminate the Trust Subordinate Companion Loan REMIC pursuant to Section 9.01(h) of this Agreement, the term “Special Servicer” shall mean KeyBank National Association or its successor as “Special Servicer” with respect to The Stanwix Whole Loan only; (v) when used in the context of granting the Special Servicer any protections, limitations on liability, immunities and/or indemnities hereunder, the term “Special Servicer” shall mean each of the Special Servicers appointed hereunder; and (vi) when used in the context of requiring indemnification from, imposing liability on, or exercising any remedies against, the Special Servicer for any breach of a representation, warranty or covenant hereunder or for any negligence, bad faith or willful misconduct in the performance of duties and obligations hereunder or any negligent disregard of such duties and obligations or otherwise holding the Special Servicer responsible for any of the foregoing, the term “Special Servicer” shall mean only the applicable Special Servicer.

 

(h)        The reasonable fees and out-of-pocket expenses of any termination of the Special Servicer without cause incurred by the Controlling Class Representative (including the costs of obtaining a Rating Agency Confirmation) will be paid by the Holders of the Controlling Class. 

 


(i)         No penalty or fee shall be payable to the terminated Special Servicer with respect to any termination pursuant to this Section 3.22. 

 

Notwithstanding anything to the contrary contained in this Section 3.22, upon the Special Servicer obtaining knowledge that it is a Borrower Party with respect to an Excluded Special Servicer Mortgage Loan, the Special Servicer shall resign with respect to such Excluded Special Servicer Loan. Prior to the occurrence and continuance of a Control Termination Event, if an Excluded Special Servicer Loan is not also an Excluded Loan, the Directing Holder shall appoint (and replace with or without cause) the Excluded Special Servicer, as successor to the resigning Special Servicer, for the related Excluded Special Servicer Loan in accordance with this Agreement. If an Excluded Special Servicer Loan is also an Excluded Loan, or if a Control Termination Event has occurred and is continuing, neither the Directing Holder nor any other Controlling Class Certificateholder will be entitled to remove or replace the Excluded Special Servicer with respect to any Excluded Special Servicer Loan. 


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If an Excluded Special Servicer Loan is also an Excluded Loan or if a Control Termination Event has occurred and is continuing, upon resignation of the Special Servicer with respect to an Excluded Special Servicer Loan, such resigning Special Servicer shall use reasonable efforts to appoint the related Excluded Special Servicer. The Special Servicer shall not have any liability with respect to the actions or inactions of the applicable Excluded Special Servicer or with respect to the identity of the applicable Excluded Special Servicer.

 

If at any time the Special Servicer that had acted as the Special Servicer for a Excluded Special Servicer Loan prior to it becoming a Excluded Special Servicer Loan is no longer a Borrower Party (including, without limitation, as a result of the related Mortgaged Property becoming REO Property) with respect to an Excluded Special Servicer Loan, (1) the related Excluded Special Servicer shall resign, (2) the related Mortgage Loan shall no longer be an Excluded Special Servicer Loan, (3) such Special Servicer shall become the Special Servicer again for such related Mortgage Loan and (4) such original Special Servicer shall be entitled to all special servicing compensation with respect to such Mortgage Loan earned during such time on and after such Mortgage Loan is no longer an Excluded Special Servicer Loan.

 

The Excluded Special Servicer shall perform all of the obligations of the Special Servicer for the related Excluded Special Servicer Loan and will be entitled to all special servicing compensation with respect to such Excluded Special Servicer Loan earned during such time as the related Mortgage Loan is an Excluded Special Servicer Loan (provided that the Special Servicer shall remain entitled to all other special servicing compensation with respect to all Mortgage Loans and Serviced Whole Loans that are not Excluded Special Servicer Loans during such time).

 

If a Servicing Officer or Special Servicing Officer, as applicable, of the Master Servicer, a related Excluded Special Servicer, or the Special Servicer, as applicable, has actual knowledge that a Mortgage Loan is no longer an Excluded Loan, an Excluded Controlling Class Loan or an Excluded Special Servicer Loan, as applicable, the Master Servicer, the related Excluded Special Servicer or Special Servicer, as applicable, shall provide prompt written notice thereof to each of the other parties to this Agreement.

 


Section 3.23      Transfer of Servicing Between the Master Servicer and the Special Servicer; Record Keeping; Asset Status Report. (a) Upon the occurrence of any event specified in the definition of “Specially Serviced Loan” with respect to any Serviced Mortgage Loan or Serviced Whole Loan of which the Master Servicer may have notice, the Master Servicer shall promptly give notice thereof to the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor, the Asset Representations Reviewer, the related Mortgage Loan Seller, if no Consultation Termination Event has occurred and is continuing, the Directing Holder and, if applicable, the related Serviced Companion Loan Noteholders and shall use efforts in accordance with the Servicing Standard to provide the Special Servicer with all information, documents (but excluding the original documents constituting the Mortgage File) and records (including records stored electronically) relating to such Mortgage Loan or Serviced Whole Loan, as applicable, and reasonably requested by the Special Servicer to enable it to assume its duties hereunder with respect thereto without acting through a sub-servicer. The Master Servicer shall use efforts in accordance with the Servicing Standard to comply with the preceding sentence within five Business Days of the date it has notice of the occurrence of any event specified in the definition of “Specially Serviced Loan” and in any event shall continue to act as Master Servicer and 


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administrator of such Mortgage Loan or Serviced Whole Loan, until the Special Servicer has commenced the servicing of such Mortgage Loan or Serviced Whole Loan, which shall occur upon the receipt by the Special Servicer of the information, documents and records referred to in the preceding sentence. With respect to each Mortgage Loan or Serviced Whole Loan that becomes a Specially Serviced Loan, the Master Servicer shall instruct the related Borrower to continue to remit all payments in respect of such Mortgage Loan or Serviced Whole Loan to the Master Servicer. The Master Servicer shall forward any notices it would otherwise send to the Borrower of a Specially Serviced Loan to the Special Servicer, who shall send such notice to the related Borrower.

 

Upon determining that a Specially Serviced Loan has become a Corrected Loan, the Special Servicer shall immediately give notice thereof to the Master Servicer, and upon giving such notice, such Mortgage Loan or Serviced Whole Loan shall cease to be a Specially Serviced Loan in accordance with the first proviso of the definition of “Specially Serviced Loan”, the Special Servicer’s obligation to service such Mortgage Loan or Serviced Whole Loan shall terminate and the obligations of the Master Servicer to service and administer such Mortgage Loan or Serviced Whole Loan as a Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan shall resume.

 

(b)        In servicing any Specially Serviced Loan, the Special Servicer shall provide to the Custodian originals of documents included within the definition of “Mortgage File” for inclusion in the related Mortgage File (to the extent such documents are in the possession of the Special Servicer) and copies of any additional related Mortgage Loan information, including correspondence with the related Borrower, and the Special Servicer shall promptly provide copies of all of the foregoing to the Master Servicer.

 

(c)        The Special Servicer shall deliver such additional information relating to the Specially Serviced Loans as the Master Servicer, the Certificate Administrator or the Trustee reasonably request from time to time to enable it to perform its respective duties under this Agreement. Such additional information shall be furnished to the Master Servicer in writing and/or in such electronic media as is reasonably mutually acceptable to the Master Servicer and the Special Servicer.

 


(d)        Notwithstanding the provisions of the preceding Section 3.23(c), the Master Servicer shall maintain ongoing payment records with respect to each of the Specially Serviced Loans relating to a Mortgage Loan that it is servicing and shall provide the Special Servicer and the Operating Advisor with any information in its possession with respect to such records and reasonably required by the Special Servicer or the Operating Advisor to perform its duties under this Agreement. The Special Servicer shall provide the Master Servicer with any information reasonably required by the Master Servicer to perform its duties under this Agreement.

 

(e)        No later than sixty (60) days after a Servicing Transfer Event for a Serviced Mortgage Loan and, if applicable, the related Companion Loan (the “Initial Delivery Date”), the Special Servicer shall deliver in electronic format (i) a report (the “Asset Status Report”) with respect to such Mortgage Loan and related Companion Loan, if applicable, and the related Mortgaged Property and (ii) one or more additional Asset Status Reports with respect to a Specially Serviced Loan subsequent to the issuance of a Final Asset Status Report to the extent 


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that during the course of the resolution of such Specially Serviced Loan changes in the strategy reflected in the initial Final Asset Status Report (or subsequent Final Asset Status Reports) are necessary to reflect the then current recommendation as to how the Specially Serviced Loan might be returned to performing status or otherwise liquidated in accordance with the Servicing Standard (each such report a “Subsequent Asset Status Report”). The Special Servicer shall deliver each Asset Status Report in electronic form to: (i) the Master Servicer, (ii) the Directing Holder (but only in respect of any Mortgage Loan other than any Excluded Loan and in any event prior to the occurrence of a Consultation Termination Event), (iii) the Stanwix Controlling Class Representative (only in the case of an Asset Status Report relating to The Stanwix Whole Loan, and only for so long as no Stanwix Control Appraisal Period has occurred and is continuing), (iv) the Operating Advisor (but, other than with respect to an Excluded Loan, only after the occurrence and during the continuance of a Control Termination Event, and in the case of any Serviced AB Whole Loan, only to the extent such Serviced AB Whole Loan is subject to an AB Control Appraisal Period (in the case of Asset Status Reports with respect to any Mortgage Loan other than The Stanwix Whole Loan or any Non-Serviced Mortgage Loan) or a Stanwix Operating Advisor Consultation Event (only in the case of an Asset Status Report with respect to The Stanwix Whole Loan)), (v) the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d)), (vi) with respect to any other related Serviced Companion Loan, to the extent the related Serviced Companion Loan has been included in an Other Securitization, to the master servicer of such Other Securitization into which the related Serviced Companion Loan has been sold or to the related Companion Holder, and (vii) the Risk Retention Consultation Party (but only with respect to any Mortgage Loan other than an Excluded Risk Retention Consultation Party Loan). Such Asset Status Report shall set forth the following information to the extent reasonably determinable based on the information that was delivered to the Special Servicer in connection with the transfer of servicing pursuant to the Servicing Transfer Event:

 


(i)          a summary of the status of such Specially Serviced Loan and any negotiations with the related Borrower;

 

(ii)         a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Servicing Standard, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Specially Serviced Loan (and any related Serviced Companion Loan) and whether outside legal counsel has been retained;

 

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

 

(iv)        (A) the Special Servicer’s recommendations on how such Specially Serviced Loan might be returned to performing status (including the modification of a monetary term, and any workout, restructure or debt forgiveness) and returned to the Master Servicer for regular servicing or foreclosed or otherwise realized upon (including any proposed sale of a Defaulted Loan or REO Property), (B) a description of any such proposed or taken actions, and (C) the alternative courses of action that were or are being considered by the Special Servicer in connection with the proposed or taken actions; 


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(v)        the status of any foreclosure actions or other proceedings undertaken with respect to the Specially Serviced Loan, any proposed workouts and the status of any negotiations with respect to such workouts, and an assessment of the likelihood of additional defaults under the related Mortgage Loan or Serviced Whole Loan;

 

(vi)        a description of any amendment, modification or waiver of a material term of any ground lease (or any space lease or air rights lease, if applicable) or franchise agreement;

 

(vii)      the decision that the Special Servicer made, or intends or proposes to make, including a narrative analysis setting forth the Special Servicer’s rationale for its proposed decision, including its rejection of the alternatives;

 

(viii)   an analysis of whether or not taking such proposed action is reasonably likely to produce a greater recovery on a present value basis than not taking such action, setting forth (x) the basis on which the Special Servicer made such determination and (y) the net present value calculation and all related assumptions;

 

(ix)       the appraised value of the related Mortgaged Property (and a copy of the last obtained Appraisal of such Mortgaged Property) together with a description of any adjustments to the valuation of such Mortgaged Property made by the Special Servicer together with an explanation of those adjustments; and

 

(x)        such other information as the Special Servicer deems relevant in light of the Servicing Standard.

 

A summary of each Final Asset Status Report shall be provided to the Certificate Administrator and the Trustee.

 


If within 10 Business Days (or, if the Directing Holder and the Special Servicer are Affiliates, 5 Business Days) of receiving an Asset Status Report, the Directing Holder does not disapprove such Asset Status Report in writing or if the Special Servicer makes a determination, in accordance with the Servicing Standard that the disapproval by the Directing Holder (communicated to the Special Servicer within 10 Business Days (or, if the Directing Holder and the Special Servicer are affiliates, 5 Business Days)) is not in the best interests of all the Certificateholders (taken as a collective whole), the Special Servicer shall implement the recommended action as outlined in such Asset Status Report; provided, however, that the Special Servicer may not take any action that is contrary to applicable law, the Servicing Standard or the terms of the applicable Loan Documents. If, with respect to any Serviced Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Directing Holder disapproves such Asset Status Report within 10 Business Days (or, if the Directing Holder and the Special Servicer are Affiliates, 5 Business Days) of receipt and the Special Servicer has not made the affirmative determination described above, the Special Servicer shall revise such Asset Status Report and deliver a new Asset Status Report as soon as practicable, but in no event later than thirty (30) days after such disapproval, to the Master Servicer, the Directing Holder (prior to the occurrence of a Consultation Termination Event), the Operating Advisor (but only after the occurrence and during the continuance of a Control Termination Event 


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(with respect to any Mortgage Loan other than The Stanwix Mortgage Loan) or a Stanwix Operating Advisor Consultation Event (with respect to The Stanwix Whole Loan)) and the 17g-5 Information Provider (which shall promptly post such report on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d). With respect to any Serviced Mortgage Loan other than an Excluded Loan, prior to the occurrence and continuance of any Control Termination Event, the Special Servicer shall revise such Asset Status Report as described above in this Section 3.23(e) until the Directing Holder shall fail to disapprove such revised Asset Status Report in writing within ten (10) Business Days (or, if the Directing Holder and the Special Servicer are affiliates, five (5) Business Days) of receiving such revised Asset Status Report or until the Special Servicer makes a determination, in accordance with the Servicing Standard, that the disapproval is not in the best interests of the Certificateholders (taken as a collective whole); provided that, if the Directing Holder has not approved the Asset Status Report for a period of sixty (60) Business Days following the first submission of an Asset Status Report, the Special Servicer shall follow the Directing Holder’s direction, if such direction is consistent with the Servicing Standard; provided, however, that if the Directing Holder’s direction would cause the Special Servicer to violate the Servicing Standard, the Special Servicer may act upon the most recently submitted form of Asset Status Report; provided, further, however, that such Asset Status Report does not, and is not intended to be, a substitute for the approvals that are specifically required pursuant to this Agreement. Prior to a Control Termination Event (in the case of Asset Status Reports with respect to any Serviced Mortgage Loan other than The Stanwix Whole Loan) or a Stanwix Operating Advisor Consultation Event (in the case of Asset Status Reports with respect to The Stanwix Whole Loan), as applicable, the Special Servicer shall deliver each Final Asset Status Report to the Operating Advisor following the Directing Holder Approval Process.

 


The Special Servicer may, from time to time, modify any Asset Status Report it has previously delivered and implement such report; provided that such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section 3.23(e). Notwithstanding anything herein to the contrary, with respect to any Excluded Loan (regardless of whether a Control Termination Event has occurred and is continuing), the Special Servicer shall consult with the Operating Advisor, on a non-binding basis, in connection with a Final Asset Status Report for an Excluded Loan which includes a Major Decision and consider alternative actions recommended by the Operating Advisor, in respect thereof, in accordance with the procedures set forth in Section 3.31 for consulting with the Operating Advisor.

 

No direction or disapproval of the Directing Holder hereunder or under a related Co-Lender Agreement or failure of the Directing Holder to consent to or approve (including any deemed consents or approvals) any request of the Special Servicer, shall (a) require or cause the Special Servicer to violate the terms of a Specially Serviced Loan, applicable law or any provision of this Agreement, including the Special Servicer’s obligation to act in accordance with the Servicing Standard and to maintain the REMIC status of each Trust REMIC and the status of the Grantor Trust as a grantor trust, (b) result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, (c) expose the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor, the Mortgage Loan Sellers, the Trust, the Trustee, the Certificate Administrator or their respective officers, directors, members, employees or agents to any claim, suit or liability or (d) materially expand the scope of the Special Servicer’s, Trustee’s or the Master Servicer’s responsibilities under this Agreement. 


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If a Control Termination Event (in the case of Asset Status Reports with respect to any Serviced Mortgage Loan other than The Stanwix Whole Loan) or a Stanwix Operating Advisor Consultation Event (in the case of Asset Status Reports with respect to The Stanwix Whole Loan), as applicable, has occurred and is continuing, the Special Servicer shall promptly deliver each Asset Status Report prepared in connection with a Specially Serviced Loan to the Operating Advisor (and if no Consultation Termination Event has occurred and such Specially Serviced Loan is not an Excluded Loan, the Directing Holder). The Operating Advisor shall provide comments to the Special Servicer in respect of the Asset Status Report, if any, within ten (10) Business Days following the later of (i) receipt of such Asset Status Report or (ii) receipt of such additional information reasonably requested by the Operating Advisor related thereto, and propose possible alternative courses of action to the extent it determines such alternatives to be in the of best interests the Certificateholders (including any Certificateholders that are holders of the Control Eligible Certificates), as a collective whole. The Special Servicer shall consider such alternative courses of action and any other feedback provided by the Operating Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Holder) in connection with the Special Servicer’s preparation of any Asset Status Report. The Special Servicer shall revise the Asset Status Report as it deems necessary to take into account any input and/or comments from the Operating Advisor (and if no Consultation Termination Event has occurred and is continuing and such Specially Serviced Loan is not an Excluded Loan, the Directing Holder), to the extent the Special Servicer determines that the Operating Advisor’s and/or Directing Holder’s input and/or recommendations are consistent with the Servicing Standard and in the best interests of the Certificateholders as a collective whole (or, with respect to a Serviced Whole Loan, the best interests of the Certificateholders and the holders of the related Companion Loan, as a collective whole (taking into account the subordinate or pari passu nature of such Companion Loan)).

 


After the occurrence and during the continuance of a Control Termination Event, the Directing Holder (and at any time with respect to any Excluded Loan) shall have no right to consent to any Asset Status Report under this Section 3.23(e). After the occurrence and during the continuance of a Control Termination Event but prior to the occurrence of a Consultation Termination Event, the Directing Holder (except with respect to an Excluded Loan) and, after the occurrence and during the continuance of a Control Termination Event (with respect to any Serviced Mortgage Loan other than The Stanwix Whole Loan) or a Stanwix Operating Advisor Consultation Event (with respect to The Stanwix Whole Loan), the Operating Advisor shall be entitled to consult with the Special Servicer (electronically or telephonically) and propose alternative courses of action and provide other feedback as the Operating Advisor determines on a non-binding basis in respect of any Asset Status Report. After the occurrence of a Consultation Termination Event (and at any time with respect to any Excluded Loan), the Directing Holder (other than in its capacity as a Certificateholder) shall have no right to receive any Asset Status Report or otherwise consult with the Special Servicer with respect to Asset Status Reports and the Special Servicer shall only be obligated to consult with the Operating Advisor with respect to any Asset Status Report as described above. The Special Servicer may choose to revise the Asset Status Report as it deems reasonably necessary in accordance with the Servicing Standard to take into account any input and/or recommendations of the Operating Advisor or the Directing Holder during the applicable periods described above, but is under no obligation to follow any particular recommendation of the Operating Advisor or the Directing Holder. 


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(f)         (i)         Upon receiving notice of the occurrence of any of the events described in clauses (iii), (v), (vi) or (vii) of the definition of “Specially Serviced Loan” (without regard to the 60-day period set forth therein), the Master Servicer shall with reasonable promptness give notice thereof, and shall use its reasonable efforts to provide the Special Servicer with all information relating to the Mortgage Loan or Serviced Companion Loan and reasonably requested by the Special Servicer to enable it to negotiate with the related Borrower. The Master Servicer shall use its reasonable efforts to comply with the preceding sentence within five (5) Business Days of the occurrence of each such event.

 

(ii)         After the occurrence and during the continuance of a Control Termination Event, upon receiving notice of the occurrence of an event described in clauses (iii), (v), (vi) or (vii) of the definition of “Specially Serviced Loan” (without regard to the 60-day period set forth therein), the Master Servicer shall deliver notice thereof to the Operating Advisor at the same time such notice is provided to the Special Servicer pursuant to clause (i) above.

 


(g)        Prior to the occurrence and continuance of a Control Termination Event, no later than two (2) Business Days following the establishment of a Final Asset Status Report with respect to any Specially Serviced Loan (other than any Excluded Loan), the Special Servicer shall deliver in electronic format to the Directing Holder a draft notice that will include a draft summary of the Final Asset Status Report (which briefly summarizes such Final Asset Status Report, but shall not include any Privileged Information) and shall deliver each Final Asset Status Report with respect to The Stanwix Whole Loan prior to the occurrence and continuance of a Stanwix Control Appraisal Period, to the Stanwix Controlling Class Representative. With respect to any Mortgage Loan other than an Excluded Loan, if, prior to the occurrence and continuance of a Control Termination Event, within ten (10) Business Days (or, if the Directing Holder and the Special Servicer are affiliates, five (5) Business Days) of receipt of such draft summary, the Directing Holder approves of, or does not disapprove of such draft summary, then the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 4.02. If the Directing Holder affirmatively disapproves of such summary in writing, then within two (2) Business Days of receipt of such disapproval, the Special Servicer shall revise the summary and deliver such new summary to the Directing Holder until the Directing Holder approves such draft summary; provided, however, that if the Directing Holder has not approved of the draft summary of the Final Asset Status Report within twenty (20) Business Days of receipt of the initial draft summary of the Final Asset Status Report, then the most recent draft summary of the Final Asset Status Report delivered by the Special Servicer prior to such 20th Business Day shall be deemed to be the final summary of the Final Asset Status Report; provided, further, however, that if at any time the Special Servicer determines that any affirmative disapproval of such draft summary by the Directing Holder is not in the best interests of all the Certificateholders pursuant to the Servicing Standard, the Special Servicer shall deliver in electronic format such notice and summary of the Final Asset Status Report to the Certificate Administrator for posting on the Certificate Administrator’s Website pursuant to Section 4.02 notwithstanding such disapproval. The Special Servicer shall promptly deliver a copy of each Final Asset Status Report to the Operating Advisor. 


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(h)        No provision of this Section 3.23 shall require the Special Servicer to take or to refrain from taking any action because of any proposal, objection or comment by the Operating Advisor or a recommendation of the Operating Advisor.

 

Section 3.24      Special Instructions for the Master Servicer and/or Special Servicer. (a) Prior to taking any action with respect to a Mortgage Loan or a Serviced Whole Loan secured by Mortgaged Properties located in a “one-action” state, the Master Servicer or Special Servicer, as applicable, shall consult with legal counsel, the fees and expenses of which shall be an expense of the Trust Fund (and, in the case of any Serviced Whole Loan, such expense shall be allocated in accordance with the allocation provisions of the related Co-Lender Agreement).

 

(b)        The Master Servicer shall send written notice to each Borrower (other than with respect to a Non-Serviced Mortgage Loan) and the related Manager and clearing bank relating to a Mortgage Loan (other than with respect to a Non-Serviced Mortgage Loan) that it is servicing that, if applicable, it and/or the Trustee has been appointed as the “Designee” of the “Lender” under any related Lock-Box Agreement.

 

(c)        Without limiting the obligations of the Master Servicer hereunder with respect to the enforcement of a Borrower’s obligations under the related Loan Documents, the Master Servicer agrees that it shall, in accordance with the Servicing Standard, enforce the provisions of the Loan Documents relating to the Mortgage Loans (other than with respect to a Non-Serviced Mortgage Loan) that it is servicing with respect to the collection of Prepayment Premiums and Yield Maintenance Charges.

 


(d)        If a Rating Agency shall charge a fee in connection with providing a Rating Agency Confirmation, the Master Servicer shall require the related Borrower (other than with respect to a Non-Serviced Mortgage Loan) to pay such fee to the extent not inconsistent with the applicable Loan Documents. If such fee remains unpaid, such fee shall be an expense of the Trust Fund and, in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan (but not a Subordinate Companion Loan), allocated in accordance with the allocation provisions of the related Co-Lender Agreement, the costs of which may be advanced as a Servicing Advance.

 

(e)        The Master Servicer shall, in accordance with the Servicing Standard, use commercially reasonable efforts to exercise on behalf of the Trust any right of the Trust to recover any amounts owed by the Serviced Companion Loan Noteholders to the Trust Fund pursuant to the related Co-Lender Agreement (but in the case of any Serviced Subordinate Companion Loan, subject to Section 1.02). The cost of such enforcement on behalf of the Trust shall be paid and reimbursable as a Servicing Advance.

 

(f)         With respect to a Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan with a Stated Principal Balance equal to or greater than the lesser of 5% of the Stated Principal Balance of all Mortgage Loans held by the Trust Fund and $35,000,000, or with respect to any Mortgage Loan that is one of the ten largest Mortgage Loans based on Stated Principal Balance, to the extent not inconsistent with the related Mortgage Loan or Serviced Whole Loan, the Master Servicer shall not consent to a change of franchise affiliation with respect to a Mortgaged Property (other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced hereunder or the property manager with respect to a Mortgaged Property 


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(other than a Mortgaged Property securing a Non-Serviced Mortgage Loan) serviced hereunder unless the Master Servicer obtains a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities, if any.

 

Section 3.25      Certain Rights and Obligations of the Master Servicer and/or the Special Servicer. (a) In addition to its rights and obligations with respect to Specially Serviced Loans, the Special Servicer has the right, whether or not the applicable Mortgage Loan (other than a Non-Serviced Mortgage Loan) is a Specially Serviced Loan, to process or approve (i) certain modifications to the extent described under Section 3.26 of this Agreement and (ii) certain waivers of due-on-sale or due-on-encumbrance clauses as described above under Section 3.09 of this Agreement. With respect to Performing Loans (other than Non-Serviced Mortgage Loans), the Master Servicer shall notify the Special Servicer of any request for approval (a “Request for Approval”) received relating to the Special Servicer’s above-referenced processing or approval rights and, unless the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such request, the Master Servicer shall take no further action, and shall have no obligation to take any further action other than to cooperate with the Special Servicer to the extent required pursuant to the terms of this Agreement, with respect to such Borrower request. If the Special Servicer and the Master Servicer mutually agree that the Master Servicer shall process such Borrower request, the Master Servicer shall prepare and forward to the Special Servicer its written recommendation and analysis and any other information or documents reasonably requested by the Special Servicer (to the extent such information or documents are in the Master Servicer’s possession). Subject to Section 3.09(h) of this Agreement, the Special Servicer shall have 15 Business Days (from the date that the Special Servicer receives the information it requested from the Master Servicer) to analyze and make a recommendation with respect to a Request for Approval with respect to a Performing Loan and, prior to the end of such 15 Business Day period, for so long as no Control Termination Event has occurred and is continuing, is required to notify the Directing Holder and each Serviced Companion Loan Noteholder of such Request for Approval and its recommendation with respect thereto. Following such notice, the Directing Holder shall have 10 Business Days from the date it receives the Special Servicer recommendation and any other information it may reasonably request to approve any recommendation of the Special Servicer relating to any Request for Approval. In any event, if the Directing Holder does not respond to a Request for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer or the Master Servicer, as applicable, may deem such Request for Approval or recommendation, as the case may be, approved by the Directing Holder and if the Special Servicer does not respond to a Request for Approval within the required 15 Business Days (or such longer period as provided under a related Co-Lender Agreement but not less than five (5) Business Days after the time period set forth therein for Directing Holder approval), the Master Servicer may deem its recommendation approved by the Special Servicer. With respect to a Specially Serviced Loan, the Special Servicer must notify the Directing Holder of any Request for Approval received relating to the Directing Holder’s above-referenced approval rights and its recommendation with respect thereto. The Directing Holder shall have 10 Business Days (after receipt of all information reasonably requested) to approve any recommendation of the Special Servicer relating to any such Request for Approval. In any event, if the Directing Holder does not respond to any such Request for Approval by 5 p.m. on the 10th Business Day after such request, the Special Servicer may deem its recommendation approved by the Directing Holder. Notwithstanding the foregoing, (i) with respect to any Whole Loan, the procedure and timing for approval by the Directing Holder (to the extent it is the related Companion Loan Noteholder) of the related Request for Approval 


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shall be governed by the terms of the related Co-Lender Agreement and (ii) if the Special Servicer determines that immediate action is necessary to protect the interests of the Certificateholders and, with respect to any Serviced Whole Loan, the Certificateholders and the related Serviced Companion Loan Noteholders (as a collective whole as if such Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender) (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan) and the Special Servicer has made a reasonable effort to contact the Directing Holder, it need not wait for a response from the Directing Holder.


 

(b)        Notwithstanding any other provision of this Agreement, neither the Master Servicer nor the Special Servicer shall be required to take or refrain from taking any action pursuant to instructions from the Directing Holder or a Non-Directing Holder, or due to any failure to approve an action by the Directing Holder or a Non-Directing Holder, or due to any objection by the Directing Holder or a Non-Directing Holder that would (i) cause any one of them to violate applicable law, the terms of any Loan Documents, any Co-Lender Agreement, including the Servicing Standard, or the REMIC Provisions of the Code, (ii) expose the Master Servicer, the Special Servicer, the Depositor, the Paying Agent, a Mortgage Loan Seller, the Trust Fund, the Operating Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator (in any of its capacities), or the Custodian or their respective Affiliates, officers, directors, employees or agents to any claim, suit or liability, (iii) materially expand the scope of the Master Servicer’s or the Special Servicer’s responsibilities, or (iv) cause the Master Servicer or the Special Servicer to act, or fail to act, in a manner that in the reasonable judgement of the Master Servicer or the Special Servicer, as applicable, is not in the best interests of the Certificateholders (and with respect to a Serviced Whole Loan, subject to the rights of any related Companion Loan Noteholders).

 


(c)        The Master Servicer and the Special Servicer, as applicable, shall discuss with the Directing Holder, on a monthly basis, the performance of any Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan, which is delinquent, has been placed on a “Watch List” or has been identified by the Master Servicer or the Special Servicer as exhibiting deteriorating performance.

 

Section 3.26      Modification, Waiver, Amendment and Consents. (a) Subject to Section 3.25, Section 3.26(f) and Section 3.27, and, if applicable, each Co-Lender Agreement, (i) the Master Servicer, with respect to any Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan and actions that do not involve Major Decisions or Special Servicer Decisions (other than the items listed in clause (i)(i) and clause (i)(ii) of the definition of “Special Servicer Decision,” which the Master Servicer shall process, subject to the Special Servicer’s consent or deemed consent as set forth in Section 3.09 and Section 3.26(n)), or (ii) the Special Servicer (A) with respect to any Specially Serviced Loans or (B) as to Major Decisions or Special Servicer Decisions (other than the items listed in clause (i)(i) and clause (i)(ii) of the definition of “Special Servicer Decision,” which the Master Servicer shall process, subject to the Special Servicer’s consent or deemed consent as set forth in Section 3.09 and Section 3.26(n)) irrespective of whether the subject Mortgage Loan or Serviced Whole Loan is a Specially Serviced Loan, in each case subject to the rights of the Directing Holder and, in the case of the Special Servicer, to the extent provided in this Agreement, consultation with the Risk Retention Consultation Party 


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pursuant to Section 6.07 or Operating Advisor (if no Control Termination Event has occurred and is continuing and to the extent the Operating Advisor has consultation rights pursuant to Section 3.23(e), Section 3.31 and Section 6.07 of this Agreement), may modify, waive, amend, consent or take such other action with respect to any term of any Serviced Mortgage Loan or Serviced Whole Loan if such modification, waiver, amendment, consent or other action (A) is consistent with the Servicing Standard and (B) would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause an Adverse REMIC Event; provided, however, that notwithstanding the foregoing, the Master Servicer and Special Servicer may mutually agree as set forth in Section 3.25 that the Master Servicer will process any of the foregoing matters that are Major Decisions or Special Servicer Decisions with respect to any Performing Loan. Each of the Master Servicer and the Special Servicer may conclusively rely on an Opinion of Counsel in meeting this requirement. In order to meet the foregoing requirements, in the case of a release of real property collateral securing a Mortgage Loan, the Master Servicer or Special Servicer, as applicable, shall observe the REMIC requirements of the Code with respect to a required payment of principal if the loan-to-value ratio immediately after the release exceeds 125% with respect to the related real property collateral. In connection with (i) the release of a Mortgaged Property securing a Serviced Mortgage Loan or any portion of such Mortgaged Property from the lien of the related Mortgage or (ii) the taking of a Mortgaged Property securing a Serviced Mortgage Loan or any portion of such Mortgaged Property by exercise of the power of eminent domain or condemnation, if the Loan Documents require the lender to calculate (or to approve the calculation of the related Borrower of) the loan-to-value ratio of the remaining Mortgaged Property or Mortgaged Properties or the fair market value of the real property constituting the remaining Mortgaged Property or Mortgaged Properties, for purposes of REMIC qualification of the related Mortgage Loan (or, if applicable, the Trust Subordinate Companion Loan) or Serviced Whole Loan, then such calculation shall, unless permitted by the REMIC provisions, exclude the value of any personal property and going concern value, if any as determined by an appropriate third party. If, following any such release or taking, the loan-to-value ratio as so calculated is greater than 125%, the Master Servicer or Special Servicer, as applicable, shall require payment of principal by a “qualified amount” as determined under Revenue Procedure 2010-30 or successor provisions, unless the related Borrower provides an Opinion of Counsel that if such amount is not paid the related Mortgage Loan will not fail to be a Qualified Mortgage.

 


(b)        In no event shall the Master Servicer or the Special Servicer extend the Maturity Date of any Mortgage Loan, Serviced Whole Loan or Specially Serviced Loan to a date occurring later than the earlier of (1) five years prior to the Rated Final Distribution Date for the Pooled Certificates and (2) in the case of a Mortgage Loan, Serviced Whole Loan or Specially Serviced Loan secured solely or primarily by the related Borrower’s interest in a ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights lease, such space lease or air rights lease), the date that is 20 years prior to the expiration date of such ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights lease, such space lease or air rights lease) (or 10 years prior to the expiration date of such lease if the Master Servicer or the Special Servicer, as applicable gives due consideration to the remaining term of such ground lease (or, with respect to a leasehold interest where the Borrower is the lessee and that is a space lease or an air rights lease, such space lease or air rights lease) and such extension is in the best interests of the Certificateholders and, 


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with respect to a Serviced Whole Loan, the related Serviced Companion Loan Noteholder (as a collective whole as if such Certificateholders and (with respect to a Serviced Whole Loan) Serviced Companion Loan Noteholder constituted a single lender and (i), if no Control Termination Event has occurred and is continuing, with the consent of the Directing Holder and (ii) after non-binding consultation with the Risk Retention Consultation Party (other than with respect to any Excluded Risk Retention Consultation Party Loan).

 

(c)        Neither the Master Servicer nor the Special Servicer shall permit any Borrower to add or substitute any collateral for an outstanding Serviced Mortgage Loan or Serviced Whole Loan, which collateral constitutes real property, unless the Master Servicer or the Special Servicer, as applicable, shall have obtained a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities, if any (unless not permitting such addition or substitution would violate the terms of the related Loan Documents).

 

(d)        Any payment of interest, which is deferred pursuant to any modification, waiver or amendment permitted hereunder, shall not, for purposes hereof, including, without limitation, calculating monthly distributions to Certificateholders or, if applicable, Serviced Companion Loan Noteholders, be added to the unpaid principal balance of the related Mortgage Loan or Serviced Whole Loan, notwithstanding that the terms of such Mortgage Loan or Serviced Whole Loan or such modification, waiver or amendment so permit.

 


(e)        Except for waivers of Penalty Charges and waivers of notice periods, all material modifications, waivers and amendments of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loans in accordance with this Section 3.26 or Section 3.27 of this Agreement (with respect to Serviced Whole Loans) shall be in writing.

 

(f)         The Master Servicer or the Special Servicer, as applicable, shall notify the Trustee, the Certificate Administrator, the Directing Holder (other than if a Consultation Termination Event has occurred and is continuing), the Operating Advisor (only if a Control Termination Event has occurred and is continuing), the Depositor, the Risk Retention Consultation Party (other than with respect to any Excluded Risk Retention Consultation Party Loan) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), in writing, of any modification, waiver, material consent or amendment of any term of any Serviced Mortgage Loan or Serviced Whole Loan and the date thereof, and shall deliver to the Custodian for deposit in the related Mortgage File, an original counterpart of the agreement relating to such modification, waiver, material consent or amendment, promptly following the execution thereof.

 

With respect to the processing of any modification, waiver or consent related to any Borrower incurring Additional Debt or mezzanine debt, the Special Servicer (if the Special Servicer processes such modification, waiver or consent pursuant to Section 3.26(a) or the Master Servicer (if the Master Servicer processes such modification, waiver or consent pursuant to Section 3.26(a) shall, on or before the later of (i) 3:00 p.m. on the related Master Servicer Remittance Date and (ii) five (5) Business Days immediately following the Master Servicer or the Special Servicer, as the case may be, obtaining actual knowledge of the incurrence of such Additional Debt or mezzanine debt, deliver notice of the Borrower’s incurrence of such debt, substantially in the form of Exhibit GG, to sfsecnotices@citi.com. The notice contemplated in the 


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preceding sentence shall set forth, to the extent the Special Servicer or Master Servicer, as the case may be, has the requisite information or can reasonably obtain such information, (1) the amount of Additional Debt that was incurred in the related Collection Period, (2) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and Additional Debt, and (3) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and Additional Debt. In the event that either (i) the CREFC® Investor Reporting Package is amended to include such information set forth above, in a manner reasonably acceptable to the Master Servicer, the Special Servicer and Certificate Administrator, as applicable, and the Master Servicer confirms with the Certificate Administrator that such amended CREFC® Investor Reporting Package enables the Certificate Administrator to include such information on Form 10-D in a manner reasonably acceptable to the Certificate Administrator, or (ii) the Trust is no longer subject to the Exchange Act, the additional report in the form of Exhibit GG shall no longer be required hereunder. From time to time, the Master Servicer, the Special Servicer and Certificate Administrator may agree on a different delivery time and format for the information set forth in this paragraph.

 


(g)        The Master Servicer or the Special Servicer may (subject to the Servicing Standard), as a condition to granting any request by a Borrower for consent, modification, waiver or indulgence or any other matter or thing, the granting of which is within its discretion pursuant to the terms of the instruments evidencing or securing the related Mortgage Loan or Serviced Whole Loan and is permitted by the terms of this Agreement and applicable law, require that such Borrower pay to it (i) as additional servicing compensation, a reasonable and customary fee for the additional services performed in connection with such request (provided that the charging of such fee would not constitute a “significant modification” of the related Mortgage Loan or Serviced Whole Loan within the meaning of Treasury Regulations Section 1.860G-2(b)), and (ii) any related costs and expenses incurred by it. In no event shall the Master Servicer or the Special Servicer be entitled to payment for such fees or expenses unless such payment is collected from the related Borrower.

 

(h)        Notwithstanding the foregoing, with respect to certain Mortgage Loans (i) originated or acquired by SMC that are subject to defeasance, (ii) originated or acquired by KBNA that are subject to defeasance, (iii) originated or acquired by GACC that are subject to defeasance or (iv) originated or acquired by CCRE that are subject to defeasance, SMC, KBNA, GACC or CCRE, as applicable, has transferred to a third party or has retained on behalf of itself or its Affiliate the right to establish or designate the successor Borrower and/or to purchase or cause to be purchased the related defeasance collateral (“Retained Defeasance Rights and Obligations”). 

 

In the event the Master Servicer receives notice of a defeasance request with respect to any such Mortgage Loan for which SMC is the related Mortgage Loan Seller and that provides for Retained Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to SMC. Until such time as SMC provides the Master Servicer written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which SMC is the related Mortgage Loan Seller shall be delivered to Starwood Mortgage Capital LLC, 1601 Washington Ave., Suite 800, Miami Beach, Florida, 33139, Attention: Leslie K. Fairbanks, Executive Vice President, facsimile no. (305) 695-5449, e-mail: lfairbanks@starwood.com, with a copy to Starwood Property Trust Inc., 1601 Washington 


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Ave., Suite 800, Miami Beach, Florida 33139, Attention: Vincent P. Kallaher, Senior Vice President, facsimile no. (305) 695-5449, email: vkallaher@starwood.com, with a copy to Starwood Property Trust, Inc., 1601 Washington Ave., Suite 800, Miami Beach, Florida 33139, Attention: Heather Bennett, email: hbennett@starwood.com, with a copy by email to lnr.cmbs.notices@lnrproperty.com.

 

In the event the Master Servicer receives notice of a defeasance request with respect to any such Mortgage Loan for which KBNA is the related Mortgage Loan Seller and that provides for Retained Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to KBNA. Until such time as KBNA provides the Master Servicer written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which KBNA is the related Mortgage Loan Seller shall be delivered to KBNA.

 

In the event the Master Servicer receives notice of a defeasance request with respect to any such Mortgage Loan for which GACC is the related Mortgage Loan Seller and that provides for Retained Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to GACC. Until such time as GACC provides the Master Servicer written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which GACC is the related Mortgage Loan Seller shall be delivered to German American Capital Corporation, 60 Wall Street, New York, New York 10005, Attention: Lainie Kaye, with a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com.

 


 In the event the Master Servicer receives notice of a defeasance request with respect to a Mortgage Loan for which CCRE is the related Mortgage Loan Seller and that provides for Retained Defeasance Rights and Obligations in the related Loan Documents, the Master Servicer shall provide, within five (5) Business Days of receipt of such notice, written notice of such defeasance request to CCRE or to CCRE’s assignee in the case of the Mortgage Loans for which CCRE is the related Mortgage Loan Seller. Until such time as CCRE provides written notice to the contrary, the notice of a defeasance of a Mortgage Loan with Retained Defeasance Rights and Obligations as to which CCRE is the related Mortgage Loan Seller shall be delivered to Cantor Commercial Real Estate Lending, L.P., 110 East 59th Street, New York, New York 10022, Attention: Legal Department.

 

(i)         Notwithstanding the foregoing, the Master Servicer shall not permit the substitution of any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan or Serviced Whole Loan (or any portion thereof), if any, unless such defeasance complies with Treasury Regulations Section 1.860G-2(a)(8) and satisfies the conditions set forth in Section 3.09(g) of this Agreement.

 

(j)         Notwithstanding anything herein or in the related Loan Documents to the contrary (but subject to the consent rights and process set forth in Section 6.07(a) with respect to Major Decisions or Special Servicer Decisions), the Master Servicer may permit the substitution of direct, non-callable “government securities” within the meaning of Section 2(a)(16) of the 


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Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii) (including U.S. government agency securities if such securities are eligible defeasance collateral under then current guidelines of the Rating Agencies) for any Mortgaged Property pursuant to the defeasance provisions of any Mortgage Loan (other than a Non-Serviced Mortgage Loan) or Serviced Whole Loan (or any portion thereof) in lieu of the defeasance collateral specified in the related Loan Documents; provided that, the Master Servicer reasonably determines that allowing their use would not cause a default or event of default under the related Loan Documents to become reasonably foreseeable and the Master Servicer receives an Opinion of Counsel (at the expense of the Borrower to the extent permitted under the Loan Documents) to the effect that such use would not be and would not constitute a “significant modification” of such Mortgage Loan or Serviced Whole Loan pursuant to Treasury Regulations Section 1.860G-2(b) and would not otherwise cause an Adverse REMIC Event and provided, that the requirements set forth in Section 3.09(g) of this Agreement are satisfied.

 


(k)        If required under the related Loan Documents or if otherwise consistent with the Servicing Standard, the Master Servicer shall establish and maintain one or more accounts, which may be sub-accounts of the Collection Account (the “Defeasance Accounts”), into which all payments received by the Master Servicer from any defeasance collateral substituted for any Mortgaged Property shall be deposited and retained, and shall administer such Defeasance Accounts in accordance with the Loan Documents. Each Defeasance Account shall at all times be an Eligible Account. Notwithstanding the foregoing, in no event shall the Master Servicer permit such amounts to be maintained in the Defeasance Account for a period in excess of 12 months, unless such amounts are reinvested by the Master Servicer in “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, or any other securities that comply with Treasury Regulations Section 1.860G-2(a)(8)(ii). To the extent not required or permitted to be placed in a separate account, the Master Servicer shall deposit all payments received by it from defeasance collateral substituted for any Mortgaged Property into the Collection Account or, if a Serviced Whole Loan is involved, the Serviced Whole Loan Custodial Account and treat any such payments as payments made on the Mortgage Loan or Serviced Whole Loan, as applicable, in advance of its Due Date in accordance with clause (a) of the definition of “Principal Distribution Amount”, and not as a prepayment of the related Mortgage Loan or Serviced Whole Loan. Notwithstanding anything herein to the contrary, in no event shall the Master Servicer permit such amounts to be maintained in the Collection Account or, if a Serviced Whole Loan is involved, the Serviced Whole Loan Custodial Account for a period in excess of 365 days.

 

(l)         Any right to take any action, grant or withhold any consent or otherwise exercise any right, election or remedy afforded the Directing Holder under this Agreement may, unless otherwise expressly provided herein to the contrary, be affirmatively waived by the Directing Holder by written notice given to the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer, as applicable. Upon delivery of any such notice of waiver given by the Directing Holder, any time period (exclusive or otherwise) afforded the Directing Holder to exercise any such right, make any such election or grant or withhold any such consent shall thereupon be deemed to have expired with the same force and effect as if the specific time period set forth in this Agreement applicable thereto had itself expired. If the Master Servicer or Special Servicer determines that a refusal to consent by the Directing Holder or any advice from the Directing Holder would cause the Master Servicer or Special Servicer, as applicable, to violate 


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applicable law, the terms of the applicable Loan Documents, any related Co-Lender Agreements, the REMIC Provisions or the terms of this Agreement, including without limitation, the Servicing Standard, the Master Servicer or Special Servicer shall disregard such refusal to consent or advice and notify the Directing Holder, the Trustee, the Certificate Administrator, the related Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) of its determination, including a reasonably detailed explanation of the basis therefor.

 

(m)       Any modification, waiver or amendment of or consents or approvals relating to a Mortgage Loan or Serviced Whole Loan that is a Specially Serviced Loan or Serviced REO Loan (i) shall be performed by the Special Servicer and not the Master Servicer, (ii) to the extent provided in this Agreement and/or the applicable Co-Lender Agreement, shall be subject to the consent of the related Directing Holder, (iii) to the extent provided in this Agreement and if it is a Major Decision, shall be subject to the consultation rights of the Risk Retention Consultation Party pursuant to Section 6.07 and (iv) shall be structured so as to be consistent with the allocation and payment priorities in the related Loan Documents and Co-Lender Agreement, if any, such that neither the Trust as holder of the Mortgage Loan nor a holder of any related Serviced Companion Loan gains a priority over the other such holder that is not reflected in the related Loan Documents and Co-Lender Agreement.

 


(n)        The consent of the Special Servicer is required to any modification, waiver or amendment processed by the Master Servicer that is a Major Decision or is a Special Servicer Decision with regard to any Serviced Mortgage Loan or Serviced Whole Loan that is not a Specially Serviced Loan. With respect to a Performing Loan (other than a Non-Serviced Mortgage Loan), the Master Servicer, prior to taking action with respect to any Major Decision (or making a determination not to take action with respect to a Major Decision) or any Special Servicer Decision, shall refer the request to the Special Servicer, which shall process the request directly or, if mutually agreed to by the Special Servicer and the Master Servicer, the Master Servicer shall (subject to the consent of the Special Servicer) process such request (other than the items listed in clause (i)(i) and clause (i)(ii) of the definition of “Special Servicer Decision,” which the Master Servicer shall process, subject to the Special Servicer’s consent or deemed consent as set forth in Section 3.09 and this Section 3.26(n)). If the Master Servicer processes such request, the Master Servicer shall prepare and submit its written recommendation and analysis to the Special Servicer with all information in the Master Servicer’s possession that the Special Servicer may reasonably request in order to withhold or grant its consent, and in all cases the Special Servicer shall be entitled (subject to the consultation rights of the Operating Advisor, and, to the extent provided in this Agreement, the consultation rights of the Risk Retention Consultation Party pursuant to Section 6.07 or the consent or consultation rights of the Directing Holder) to approve or disapprove any modification, waiver or amendment that constitutes a Major Decision or Special Servicer Decision. When the Special Servicer’s processing and/or consent is required hereunder, such consent shall be deemed given 15 Business Days, or such longer time period pursuant to the terms of the related Co-Lender Agreement but not less than five (5) Business Days after the time period set forth therein for Directing Holder approval, (or in connection with an Acceptable Insurance Default, 90 days) after receipt (unless earlier objected to) by the Special Servicer from the Master Servicer of the Master Servicer’s written analysis and recommendation with respect to such proposed action together with such other information reasonably required by the Special Servicer. With respect to all Specially Serviced Loans and Performing Loans (other than Non-Serviced 


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Mortgage Loans), the Special Servicer shall, prior to consenting to such a proposed action of the Master Servicer, and prior to itself taking such an action, obtain the written consent of the related Directing Holder, which consent shall be deemed given 10 Business Days after receipt (or in connection with an Acceptable Insurance Default, 30 days) (unless earlier objected to) by such Directing Holder of the Master Servicer’s and/or Special Servicer’s, as applicable, written analysis and recommendation with respect to such action together with such other information reasonably required by such Directing Holder.

 

(o)        The Master Servicer shall provide the Special Servicer with any notice that it receives relating to a default by the Borrower under a ground lease where the collateral for the Mortgage Loan is the ground lease, and the Special Servicer will determine in accordance with the Servicing Standard whether to cure any Borrower defaults relating to ground leases.

 

Section 3.27      Certain Intercreditor Matters Relating to the Serviced Whole Loans. (a) With respect to Serviced Whole Loans, except for those duties to be performed by, and notices to be furnished by, the Trustee under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall perform such duties and furnish such notices, reports and information on behalf of the Trust Fund as may be the obligation of the Trust, or the obligation of the master servicer or the special servicer, as applicable, following securitization, under the related Co-Lender Agreement.

 


(b)        The Master Servicer shall maintain a register (the “Serviced Companion Loan Noteholder Register”) on which the Master Servicer shall record the names and addresses of the Serviced Companion Loan Noteholders and wire transfer instructions for such Serviced Companion Loan Noteholders from time to time, to the extent such information is provided in writing to the Master Servicer by a Serviced Companion Loan Noteholder. Each Serviced Companion Loan Noteholder has agreed to inform the Master Servicer of its name, address, taxpayer identification number and wiring instructions (to the extent the foregoing information is not already contained in the related Co-Lender Agreement) and of any transfer thereof (together with any instruments of transfer). The name and address of each initial Serviced Companion Loan Noteholder as of the Closing Date is set forth on Schedule VII hereto. The Master Servicer shall be entitled to conclusively rely upon the information delivered by any Serviced Companion Loan Noteholder until it receives notice of transfer or of any change in information.

 

In no event shall the Master Servicer be obligated to pay any party the amounts payable to a Serviced Companion Loan Noteholder hereunder other than the Person listed as the applicable Serviced Companion Loan Noteholder on the Serviced Companion Loan Noteholder Register. In the event that a Serviced Companion Loan Noteholder transfers the related Serviced Companion Loan without notice to the Master Servicer, the Master Servicer shall have no liability whatsoever for any misdirected payment on such Serviced Companion Loan and shall have no obligation to recover and redirect such payment.

 

The Master Servicer shall promptly provide the names and addresses of any Serviced Companion Loan Noteholder to any party hereto, any related Companion Loan Noteholder or any successor thereto upon written request, and any such party or successor may, without further investigation, conclusively rely upon such information. The Master Servicer shall have no liability to any Person for the provision of any such names and addresses. 


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(c)        The Directing Holder shall not owe any fiduciary duty to the Trustee, any Master Servicer, any Special Servicer, any Certificateholder (including the Controlling Class Representative, if applicable) or any noteholder of a Serviced Whole Loan. The Directing Holder will not have any liability to the Certificateholders (including the Controlling Class Representative, if applicable) or any other noteholder of a Serviced Whole Loan, as applicable, for any action taken, or for refraining from the taking of any action or the giving of any consent, pursuant to this Agreement, or for errors in judgment.

 

(d)        With respect to any Serviced Whole Loan, the Directing Holder shall be entitled to exercise the consent rights, cure rights and purchase rights, as applicable, to the extent set forth in the applicable Co-Lender Agreement, in accordance with the terms of the related Co-Lender Agreement and this Agreement.

 


(e)        The Special Servicer (if any Serviced Companion Loan is a Specially Serviced Loan or has become a Serviced REO Loan) or the Master Servicer (otherwise), as applicable, shall take all actions relating to the servicing and/or administration of, and (subject to Section 3.13 and Section 3.17 of this Agreement and the following paragraph) the preparation and delivery of reports and other information with respect to, the Serviced Whole Loan related to any Serviced Companion Loan or any related Serviced REO Property required to be performed by the holder of the related Mortgage Loan or contemplated to be performed by a servicer, in any case pursuant to and as required by each related Co-Lender Agreement and/or any related mezzanine intercreditor agreement existing on the Closing Date and any related Co-Lender Agreement or mezzanine intercreditor agreement not existing on the Closing Date that is provided to the Master Servicer or Special Servicer, as applicable. In addition notwithstanding anything herein to the contrary, the following considerations shall apply with respect to the servicing of a Serviced Companion Loan (other than the Trust Subordinate Companion Loan):

 

(i)         none of the Master Servicer, the Special Servicer or the Trustee shall make any P&I Advance with respect to the Serviced Companion Loan; and

 

(ii)         the Master Servicer and the Special Servicer shall each consult with and obtain the consent of the related Serviced Companion Loan Noteholder(s) to the extent required by the related Co-Lender Agreement.

 

The Master Servicer or Special Servicer, as applicable, shall timely provide to each related Serviced Companion Loan Noteholder any reports or notices required to be delivered to such Serviced Companion Loan Noteholder pursuant to the related Co-Lender Agreement, and the Special Servicer shall reasonably cooperate with the Master Servicer and the Master Servicer shall reasonably cooperate with the Special Servicer in preparing/delivering any such report or notice with respect to special servicing matters.

 

If any Serviced Companion Loan or any portion thereof or any particular payments thereon are included in a REMIC or a “grantor trust” (within the meaning of the Grantor Trust Provisions), then neither the Master Servicer nor the Special Servicer shall knowingly take any action that would result in the equivalent of an Adverse REMIC Event with respect to such REMIC or adversely affect the tax status of such grantor trust as a grantor trust. 


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The parties hereto acknowledge that a Serviced Companion Loan Noteholder shall not (1) owe any fiduciary duty to the Trustee, the Certificate Administrator, the Master Servicer, the Special Servicer or any Certificateholder or (2) have any liability to the Trustee or the Certificateholders for any action taken, or for refraining from the taking of any action pursuant to the related Co-Lender Agreement or the giving of any consent or for errors in judgment. Each Certificateholder, by its acceptance of a Certificate, shall be deemed to have confirmed its understanding that a Serviced Companion Loan Noteholder (i) may take or refrain from taking actions that favor its interests or the interests of its affiliates over the Certificateholders, (ii) may have special relationships and interests that conflict with the interests of the Certificateholders and shall be deemed to have agreed to take no action against a Serviced Companion Loan Noteholder or any of its officers, directors, employees, principals or agents as a result of such special relationships or conflicts, and (iii) shall not be liable by reason of its having acted or refrained from acting solely in its interest or in the interest of its affiliates.

 


The parties hereto recognize and acknowledge the respective rights of each Serviced Companion Loan Noteholder under the related Co-Lender Agreement. Each of the rights of a Serviced Companion Loan Noteholder under or contemplated by this Section 3.27(e) may be exercisable by a designee thereof on its behalf; provided that the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee are provided with written notice by the related Serviced Companion Loan Noteholder of such designation (upon which such party may conclusively rely) and the contact details of the designee.

 

Notwithstanding anything herein or in the Co-Lender Agreement to the contrary, no direction or objection by the Serviced Companion Loan Noteholder may require or cause the Master Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable law, this Agreement, any Co-Lender Agreement or the REMIC Provisions, including without limitation the Master Servicer’s or Special Servicer’s obligation to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Depositor, a Mortgage Loan Seller, the Operating Advisor, the Asset Representations Reviewer, the Paying Agent, the Trust Fund, the Certificate Administrator (in any of its capacities) or the Trustee to liability, or materially expand the scope of the Master Servicer’s or Special Servicer’s responsibilities hereunder.

 

Any reference to servicing any of the Mortgage Loans in accordance with any of the related Loan Documents (including the related Mortgage Note and Mortgage) shall also mean, in the case of a Serviced Whole Loan, in accordance with the related Co-Lender Agreement.

 

To the extent not otherwise expressly included herein, any provisions required to be included herein pursuant to any Co-Lender Agreement for a Serviced Whole Loan or a Non-Serviced Whole Loan are deemed incorporated herein by reference, and the parties hereto shall comply with those provisions as if set forth herein in full.

 

For purposes of exercising any rights that the Directing Holder of the Mortgage Note for any Mortgage Loan in a Serviced Whole Loan may have under the related Co-Lender Agreement, the Controlling Class Representative shall be the designee of the Trust, as such noteholder, and the Trustee shall, upon request, take such actions as may be necessary under the related Co-Lender Agreement to effect such designation. The Certificate Administrator shall 


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provide notice of the identity of the Controlling Class Representative (to the extent the Certificate Administrator has received notice of a change in the identity of the Controlling Class Representative), upon request, to the other parties to the related Co-Lender Agreement, to the extent the identity and contact information of such parties to such Co-Lender Agreement are actually known to the Certificate Administrator.

 

(f)         With respect to a Non-Serviced Mortgage Loan, the Master Servicer shall deliver information comparable to the above described information in Section 3.13(c) and Section 3.13(d) hereof to the same Persons as described above in Section 3.13(c) and Section 3.13(d) and according to the same time frames as described above in Section 3.13(c) and Section 3.13(d), to the extent such Master Servicer has timely received such information from the Non-Serviced Master Servicer under the Non-Serviced PSA.

 


Promptly following the Closing Date, the Certificate Administrator shall send written notice substantially in the form of Exhibit EE hereto, accompanied by a copy of an executed version of this Agreement, with respect to each Non-Serviced Mortgage Loan to each applicable Other Servicer, Other Special Servicer and Other Trustee stating that, as of the Closing Date, the Trustee is the holder of the applicable Non-Serviced Mortgage Loan and directing each such recipient to remit to the Master Servicer no later than one (1) Business Day after each Determination Date all amounts payable to, and to forward, deliver or otherwise make available, as the case may be, to the Master Servicer no later than one (1) Business Day after each Determination Date all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise made available to, the holder of the applicable Non-Serviced Mortgage Loan under the related Co-Lender Agreement and Non-Serviced PSA. Such notice shall also provide contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Directing Holder, the 17g-5 Information Provider and the Rating Agencies.

 

With respect to a Non-Serviced Mortgage Loan, if the identity of the Master Servicer, the Special Servicer or the party hereunder then entitled to exercise any rights of a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement has changed, the Certificate Administrator shall send notice of such event to each applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee.

 

With respect to a Non-Serviced Mortgage Loan, if the applicable Other Servicer, Other Special Servicer or Other Trustee shall be replaced in accordance with the terms of the related Non-Serviced PSA, promptly upon notice thereof, the applicable party to this Agreement that receives such notice shall, upon request, acknowledge such successor as the successor to the Other Servicer, Other Special Servicer or Other Trustee, as the case may be.

 

With respect to any Non-Serviced Mortgage Loan, the Directing Holder, prior to the occurrence and continuance of a Control Termination Event, or the Special Servicer, following the occurrence and during the continuance of a Control Termination Event, shall be entitled to exercise any consultation rights held by the holder of such Mortgage Loan in its capacity as a “Non-Controlling Note Holder” (or similar term identified in the related Co-Lender Agreement) under the related Co-Lender Agreement. 


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With respect to each Serviced Whole Loan, the Master Servicer or the Special Servicer, as applicable, shall provide each Companion Loan Noteholder and, if applicable, related Non- Directing Holder (or its designee or representative), within the same time frame and to the same extent it is required to provide such information and materials to the Certificateholders or the Directing Holder, as applicable, hereunder with (1) copies of each financial statement received by the Master Servicer pursuant to the terms of the related Loan Documents, (2) copies of any notice of default sent to the Borrower and (3) subject to the terms of the Loan Documents, copies of any other documents or information relating to the Serviced Whole Loan (including, without limitation, property inspection reports, loan servicing statements, Borrower requests and asset status reports) that the Master Servicer delivers to the related Directing Holder and copies of any other notice, information or report that it is required to provide to the Directing Holder pursuant to this Agreement with respect to any Major Decision or with respect to any “major decisions” or “major actions” as set forth in the related Co-Lender Agreement or the implementation of any recommended actions outlined in an Asset Status Report relating to such Serviced Whole Loan. Any copies to be furnished by the Master Servicer or the Special Servicer may be furnished by hard copy or electronic means.

 


(g)        With respect to each Whole Loan, if any Serviced Companion Loan becomes the subject of an “asset review” (or such analogous term defined in the related Other PSA) pursuant to the related Other PSA, the Master Servicer, the Special Servicer, the Trustee and the Custodian, as applicable, shall reasonably cooperate with the Other Asset Representations Reviewer or any other party to the Other PSA in connection with such asset review by providing the Other Asset Representations Reviewer or such other requesting party with any documents reasonably requested by the Other Asset Representations Reviewer or such other requesting party (not at its own expense or the expense of the Trust but at the expense of the related mortgage loan seller, such Other Asset Representations Reviewer or such other requesting party to the Other PSA), but only to the extent that (i) Other Asset Representations Reviewer or such other requesting party has not been able to obtain such documents from the related mortgage loan seller or any party to the related Other PSA, and (ii) such documents are in the possession of the Master Servicer, the Special Servicer, the Trustee or the Custodian, as the case may be. For the avoidance of doubt, none of the Master Servicer, the Special Servicer, the Trustee or the Custodian (i) shall have any further obligations with respect to any such asset review nor shall any such party be bound by the results of any such asset review, or (ii) shall be obligated to provide such documents if providing such documents, in its reasonable determination, would be a violation of this Agreement or any related Co-Lender Agreement.

 

Section 3.28      Directing Holder Contact with the Master Servicer and the Special Servicer. Each of the Master Servicer and the Special Servicer shall, not more frequently than once per month, without charge, make a knowledgeable Servicing Officer via telephone available during normal business hours to verbally answer questions from the Directing Holder (for so long as no Consultation Termination Event has occurred) and the Operating Advisor (for so long as a Control Termination Event has occurred and is continuing) regarding the performance and servicing of the Mortgage Loans and/or REO Properties for which the Master Servicer or the Special Servicer, as the case may be, is responsible.

 

Section 3.29      Controlling Class Certificateholders, the Controlling Class Representative and the Risk Retention Consultation Party; Certain Rights and Powers of the


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Directing Holder and the Risk Retention Consultation Party. (a) Each Certificateholder and Certificate Owner of a Control Eligible Certificate is hereby deemed to have agreed by virtue of its purchase of such Certificate (or beneficial ownership interest in such Certificate) to provide its name and address to the Certificate Registrar and to notify the Certificate Registrar of the transfer of any Control Eligible Certificate (or the beneficial ownership of any Control Eligible Certificate), the selection of a Controlling Class Representative or the resignation or removal thereof. Any such Certificateholder (or Certificate Owner) or its designee at any time appointed Controlling Class Representative is hereby deemed to have agreed by virtue of its purchase of a Control Eligible Certificate (or the beneficial ownership interest in a Control Eligible Certificate) to notify the Certificate Registrar when such Certificateholder (or Certificate Owner) or designee is appointed Controlling Class Representative and when it is removed or resigns. Upon receipt of such notice, the Certificate Registrar shall notify the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Trustee, each Serviced Companion Loan Noteholder of the identity of the Controlling Class Representative, any resignation or removal thereof and/or any new Holder or Certificate Owner of a Control Eligible Certificate.

 


On the Closing Date, the initial Controlling Class Representative shall execute and deliver, which delivery may be in the form of a pdf attached to an email, a certification substantially in the form of Exhibit L-1G to the parties to this Agreement. Upon the resignation or removal of the existing Controlling Class Representative, any successor Controlling Class Representative shall also execute and deliver a certification substantially in the form of Exhibit L-1G to the parties to this Agreement prior to being recognized as the new Controlling Class Representative. 

 

On the Closing Date, the initial Risk Retention Consultation Party shall execute and deliver, which delivery may be in the form of a pdf attached to an email, a certification substantially in the form of Exhibit L-1H to the parties to this Agreement. Upon the resignation or removal of the existing Risk Retention Consultation Party, any successor Risk Retention Consultation Party shall execute and deliver to the parties to this Agreement a certification substantially in the form of Exhibit L-1H to this Agreement prior to being recognized as the new Risk Retention Consultation Party.

 

In addition, upon the request of the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or, for so long as no Consultation Termination Event has occurred, the Directing Holder, the Certificate Registrar shall promptly (but no later than five (5) Business Days after such request) provide to the requesting party the identity of the then current Controlling Class Representative and Controlling Class or Stanwix Controlling Class, as applicable, and a list of the Holders of Certificates of the Controlling Class or Stanwix Controlling Class, as applicable. However, if any Controlling Class Certificateholder or Stanwix Controlling Class Certificateholder is listed as being the Depository, then the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository, the list of Certificate Owners of the Controlling Class or Stanwix Controlling Class, as applicable, and the Certificate Administrator shall provide such list to the requesting party promptly upon receipt; provided that, if any Controlling Class Certificateholder or Stanwix Controlling Class Certificateholder is listed as the Depository and the Certificate Administrator has actual knowledge of the identity of the related Certificate Owner, 


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then the Certificate Administrator shall include such Certificate Owner in the list provided to any requesting party pursuant to first sentence of this paragraph. The Master Servicer, the Special Servicer, the Trustee, the Operating Advisor and the Directing Holder shall be entitled to conclusively rely on any such information so provided. Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative or Stanwix Controlling Class Representative, as applicable) has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or the related Non-Serviced PSA and (ii) the requesting party has not been notified of the identity of the Directing Holder (or Controlling Class Representative or Stanwix Controlling Class Representative, as applicable) or reasonably believes that the identity of the Directing Holder (or Controlling Class Representative or Stanwix Controlling Class Representative, as applicable) has changed, then such expenses shall be at the expense of the Trust.

 


To the extent the Master Servicer has actual knowledge of any change in the identity of a Holder (or Certificate Owners) of the Controlling Class or Stanwix Controlling Class, as applicable, then the Master Servicer shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer.

 

(b)        Once a Controlling Class Representative or Stanwix Controlling Class Representative, as applicable, has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Certificate Registrar, the Operating Advisor, the Asset Representations Reviewer, the Paying Agent and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless a majority of the Controlling Class Certificateholders or Stanwix Controlling Class Certificateholders, as applicable, by Certificate Balance, or such Controlling Class Representative or Stanwix Controlling Class Representative shall have notified the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Paying Agent and each other Controlling Class Certificateholder or Stanwix Controlling Class Certificateholder, as applicable, in writing, of the resignation of such Controlling Class Representative or Stanwix Controlling Class Representative or the selection of a new Controlling Class Representative or Stanwix Controlling Class Representative, as applicable. Upon the resignation of a Controlling Class Representative or Stanwix Controlling Class Representative, the Certificate Administrator shall request the Controlling Class Certificateholders or Stanwix Controlling Class Certificateholders, as applicable, to select a new Controlling Class Representative or Stanwix Controlling Class Representative. Additionally, once a Risk Retention Consultation Party has been selected, each of the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and each other Certificateholder (or Certificate Owner, if applicable) shall be entitled to rely on such selection unless the Holder of the VRR Interest entitled to appoint the Risk Retention Consultation Party, by Certificate Balance, or such Risk Retention Consultation Party shall have notified the Master Servicer, the Special Servicer, the Depositor, the Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Holder of the VRR Interest, in writing, of the selection of a new Risk Retention Consultation Party. 


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(c)        Until it receives notice to the contrary, each of the Master Servicer, the Special Servicer, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee, shall be entitled to rely on the most recent notification with respect to the identity of the Controlling Class Certificateholders, the Controlling Class Representative, the Stanwix Controlling Class Certificateholders, the Stanwix Controlling Class Representative and the Risk Retention Consultation Party.

 


(d)        The Master Servicer, Special Servicer, Trustee, Operating Advisor and Asset Representations Reviewer shall be entitled to request that the Certificate Administrator provide, and the Certificate Administrator shall promptly (but no later than five (5) Business Days after such request) provide (i) for so long as no Consultation Termination Event has occurred, the identity of the Controlling Class Representative, including names and addresses and, to the extent reasonably available, a list of Controlling Class Certificateholders, (ii) the identity of the Stanwix Controlling Class Representative, including names and addresses and, to the extent reasonably available, a list of Stanwix Controlling Class Certificateholders, (iii) confirmation as to whether a Control Termination Event or Consultation Termination Event has occurred in the 12 months preceding any such request or any other period specified in such request. In addition to the foregoing, (i) within two (2) Business Days of receiving notice of the selection of a new Controlling Class Representative, the existence of a new Controlling Class Certificateholder, the selection of a new Stanwix Controlling Class Representative or the existence of a new Stanwix Controlling Class Certificateholders, or (ii) within ten (10) days of the commencement or cessation of any Consultation Termination Event or Control Termination Event, the Certificate Administrator shall notify the Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer. Any expenses incurred in connection with obtaining such information shall be at the expense of the requesting party, except that if such expenses arise in connection with an event as to which the Directing Holder (or Controlling Class Representative) has review, consent or consultation rights with respect to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or the related Non-Serviced PSA, then such expenses shall be at the expense of the Trust.

 

At any time more than 50% of the Percentage Interest of the Controlling Class Certificateholders direct the Certificate Administrator in writing to hold an election for a Controlling Class Representative, the Certificate Administrator shall hold such election as soon as practicable at the expense of such requesting Certificateholders.

 

(e)        If to the extent the Certificate Administrator determines that a Class of Book-Entry Certificates is the Controlling Class, the Certificate Administrator shall notify the related Certificateholders of such Class (through the Depository) of such event.

 

(f)         Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Controlling Class Representative: (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 Holders of the Controlling Class; (iii) does not have any liability or duties to the Holders of any Class of Certificates other than the Controlling Class; (iv) may take actions that favor the interests of the Holders of the Controlling Class over the interests of the Holders of one or more Classes of Certificates; and (v) shall have no liability whatsoever (other than to a Controlling Class Certificateholder) for having so acted as set forth in clauses (i) through 


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(iv) of this paragraph, and no Certificateholder may take any action whatsoever against the Controlling Class Representative or any director, officer, employee, agent or principal of the Controlling Class Representative for having so acted.

 


Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that the Stanwix Controlling Class Representative: (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 Holders of the Stanwix Controlling Class; (iii) does not have any liability or duties to the Holders of any Class of Certificates other than the Stanwix Controlling Class; (iv) may take actions that favor the interests of the Holders of the Stanwix Controlling Class over the interests of the Holders of one or more other Classes of Certificates; and (v) will have no liability whatsoever (other than to a Stanwix Controlling Class Certificateholder) for having so acted as set forth in clauses (i) through (iv) of this paragraph, and no Certificateholder may take any action whatsoever against the Stanwix Controlling Class Representative or any director, officer, employee, agent or principal of the Stanwix Controlling Class Representative for having so acted.

 

Each Certificateholder acknowledges and agrees, by its acceptance of its Certificates, that: (i) the Risk Retention Consultation Party may have special relationships and interests that conflict with those of Holders of one or more Classes of Certificates; (ii) the Risk Retention Consultation Party may act solely in the interests of the Holder of the VRR Interest; (iii) the Risk Retention Consultation Party does not have any liability or duties to the Holders of any Class of Certificates other than the VRR Interest; (iv) the Risk Retention Consultation Party may take actions that favor the interests of the Holders of one or more Classes including the VRR Interest over the interests of the Holders of one or more other Classes of Certificates; and (v) the Risk Retention Consultation Party shall have no liability whatsoever (other than to the Holder of the VRR Interest) for having so acted as set forth in clauses (i) through (iv) above, and no Certificateholder may take any action whatsoever against the Risk Retention Consultation Party or any director, officer, employee, agent or principal of the Risk Retention Consultation Party for having so acted.

 

(g)        The Certificate Registrar shall determine which Class of Certificates is the then current Controlling Class within two (2) Business Days of a request from the Master Servicer, Special Servicer, Trustee, the Operating Advisor, the Certificate Administrator or any Certificateholder and provide such information to the requesting party.

 

Section 3.30      Rating Agency Confirmation. (a) Notwithstanding the terms of any related Loan Documents or other provisions of this Agreement, if any action under any Loan Documents or this Agreement requires Rating Agency Confirmation as a condition precedent to such action, if the party (the “Requesting Party”) attempting and/or required to obtain such Rating Agency Confirmation from each Rating Agency has made a request to any Rating Agency for such Rating Agency Confirmation and, within 10 Business Days of the Rating Agency Confirmation request being posted to the 17g-5 Information Provider’s Website, such Rating Agency has not replied to such request or has responded in a manner that indicates that such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then such Requesting Party shall be required to confirm (through direct communication and not by posting any confirmation on the 17g-5 Information Provider’s Website) that the applicable Rating 


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Agency has received the Rating Agency Confirmation request, and, if it has not, promptly request the related Rating Agency Confirmation again (which may also be through direct communication). The circumstances described in the preceding sentence are referred to in this Agreement as a “RAC No-Response Scenario.” Once the Requesting Party has sent a request for a Rating Agency Confirmation to the 17g-5 Information Provider, such Requesting Party, may, but shall not be obligated to send such request directly to the Rating Agencies in accordance with the procedures set forth in Section 3.11.

 


If there is no response to either such Rating Agency Confirmation request within 5 Business Days of such second request in a RAC No-Response Scenario or if such Rating Agency has responded in a manner that indicates such Rating Agency is neither reviewing such request nor waiving the requirement for Rating Agency Confirmation, then (x) with respect to any condition in any Loan Document requiring such Rating Agency Confirmation or with respect to any other matter under this Agreement relating to the servicing of the Mortgage Loans or the Trust Subordinate Companion Loan (other than as set forth in clause (y) below), the requirement to obtain a Rating Agency Confirmation shall be deemed not to apply (as if such requirement did not exist) with respect to such Rating Agency and the Master Servicer or the Special Servicer, as the case may be, may then take such action if the Master Servicer or the Special Servicer, as applicable, confirms its original determination (made prior to making such request) that taking the action with respect to which it requested the Rating Agency Confirmation would still be consistent with the Servicing Standard, and (y) with respect to a replacement of the Master Servicer or Special Servicer, such condition shall be deemed not to apply (as if such requirement did not exist) if (i) the applicable replacement master servicer or special servicer, as applicable, is on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or U.S. Commercial Mortgage Special Servicer, as applicable, if S&P is the non-responding Rating Agency, if S&P is the non-responding Rating Agency, (ii) the applicable replacement master servicer or special servicer is rated at least “CMS3” (in the case of the master servicer) or “CSS3” (in the case of the special servicer), if Fitch is the non-responding Rating Agency or (iii) the applicable replacement master servicer or special servicer, as applicable, confirms in writing that KBRA has not cited servicing concerns of the applicable replacement as the sole or material factor in any qualification, downgrade or withdrawal of the ratings (or placement on “watch status” in contemplation of a ratings downgrade or withdrawal) of securities in any other commercial mortgage-backed securitization transaction serviced by the applicable replacement master servicer or special servicer prior to the time of determination, if KBRA is the non-responding Rating Agency.

 

Any Rating Agency Confirmation request made by the Master Servicer, Special Servicer, Certificate Administrator or Trustee, as applicable, pursuant to this Agreement, shall be made in writing, which writing shall contain a cover page indicating the nature of the Rating Agency Confirmation request, and shall contain all back-up material necessary for the Rating Agency to process such request. Such written Rating Agency Confirmation request shall be provided in electronic format to the 17g-5 Information Provider, and the 17g-5 Information Provider shall post such request on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d) of this Agreement.

 

Promptly following the Master Servicer’s or Special Servicer’s determination to take any action discussed in this Section 3.30(a) following any requirement to obtain a Rating Agency Confirmation being deemed not to apply (as if such requirement did not exist), the Master 


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Servicer or Special Servicer, as the case may be, shall provide electronic written notice to the 17g-5 Information Provider of the action taken for the particular item at such time, and the 17g-5 Information Provider shall post such notice on the 17g-5 Information Provider’s Website in accordance with Section 3.14(d) of this Agreement.

 


(b)        Notwithstanding anything to the contrary in this Section 3.30, for purposes of the provisions of any Loan Document relating to defeasance (including without limitation the type of collateral acceptable for use as defeasance collateral), release or substitution of any collateral, any Rating Agency Confirmation requirement in the Loan Documents with respect to which the Master Servicer or Special Servicer would have been required to make the determination described in Section 3.30(a), or to waive obtaining such a determination, shall be deemed not to apply regardless of any such determination by the Requesting Party (or, if the Requesting Party is the related Borrower, the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans and Serviced REO Loans), as applicable); provided, that the Requesting Party (or the Master Servicer or the Special Servicer, as applicable) shall in any event review the other conditions required under the related Loan Documents with respect to such defeasance, release or substitution and confirm to its satisfaction in accordance with the Servicing Standard that such conditions (other than the requirement for a Rating Agency Confirmation) have been satisfied.

 

(c)        For all other matters or actions not specifically discussed in Section 3.30(a) above, the applicable Requesting Party shall deliver a Rating Agency Confirmation from each Rating Agency.

 

(d)        Notwithstanding the terms of the related Loan Documents, the other provisions of this Agreement or the applicable Co-Lender Agreement, with respect to any Serviced Companion Loan as to which there exists Serviced Companion Loan Securities, if any action relating to the servicing and administration of the related Whole Loan or any related REO Property (the “Relevant Action”) requires delivery of a Rating Agency Confirmation as a condition precedent to such action pursuant to this Agreement, then, except as set forth below in this paragraph, such action shall also require delivery of a Serviced Companion Loan Rating Agency Confirmation as a condition precedent to such action from each related Serviced Companion Loan Rating Agency. Each Serviced Companion Loan Rating Agency Confirmation shall be sought by the Master Servicer or Special Servicer, as applicable, depending on whichever such party is seeking the corresponding Rating Agency Confirmation(s) in connection with the Relevant Action. The requirement to obtain a Serviced Companion Loan Rating Agency Confirmation with respect to any Serviced Companion Loan Securities will be subject to, will be permitted to be waived by the Master Servicer and the Special Servicer on, and will be deemed not to apply on, the same terms and conditions applicable to obtaining Rating Agency Confirmations, as set forth in this Agreement; provided that the Master Servicer or Special Servicer, as applicable, depending on which is seeking the subject Serviced Companion Loan Rating Agency Confirmation, shall forward to one or more of its counterparts (i.e., the Other Servicer or Other Special Servicer, as applicable), the Other 17g-5 Information Provider, or such other party or parties as are agreed to by the Master Servicer or the Special Servicer, as applicable, and the applicable parties for the related Other Securitization, at the expense of the Other Securitization to the extent not borne by the related Borrower, and in such format as the sender and recipient may reasonably agree, (i) the request for such Serviced Companion Loan Rating Agency Confirmation, (ii) all materials 


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forwarded to the 17g-5 Information Provider under this Agreement in connection with seeking the Rating Agency Confirmation(s) for the applicable Relevant Action at approximately the same time that such materials are forwarded to the 17g-5 Information Provider, and (iii) any other materials that the applicable Serviced Companion Loan Rating Agency may reasonably request in connection with such Serviced Companion Loan Rating Agency Confirmation promptly following receipt of such request from the Other Trustee.

 


The Certificate Administrator shall, promptly following receipt of written request from the Master Servicer or the Special Servicer, as applicable, provide to the Master Servicer or the Special Servicer, as applicable, the contact information for the Other Servicer, the Other Special Servicer, the Other Trustee and the Other 17g-5 Information Provider for the Other Securitization, solely to the extent in its possession.

 

Section 3.31      Appointment and Duties of the Operating Advisor.

 

(a)        Park Bridge Lender Services LLC is hereby appointed to serve as the initial Operating Advisor.

 

(b)        The Operating Advisor, as an independent contractor, shall review the Special Servicer’s operational practices in respect of Specially Serviced Loans, consult, in certain circumstances with the Special Servicer and perform each other obligation of the Operating Advisor as set forth in this Agreement solely on behalf of the Trust Fund and in the best interests of, and for the benefit of, the Certificateholders and, with respect to any Serviced Whole Loan (other than any Servicing Shift Whole Loan) for the benefit of the related Companion Loan Noteholders (as a collective whole as if such Certificateholders and Companion Loan Noteholders constituted a single lender, taking into account the pari passu nature of any related Pari Passu Companion Loan (and with respect to any Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate Companion Loan)), and not any particular Class of Certificateholders (as determined by the Operating Advisor in the exercise of its good faith and reasonable judgment), but without regard to any conflict of interest arising from any relationship that the Operating Advisor or any of its Affiliates may have with any of the Borrowers, the Sponsor, any Manager of a Mortgaged Property, the Mortgage Loan Seller, the Depositor, the Master Servicer, the Special Servicer, the Asset Representations Reviewer, the Directing Holder, the Risk Retention Consultation Party or any of their Affiliates (the “Operating Advisor Standard”). The Operating Advisor shall not owe any fiduciary duty to the Master Servicer, the Special Servicer or any other Person in connection with this Agreement. By purchasing a Certificate, Certificateholders are deemed to acknowledge and agree that there could be a variety of activities or decisions made with respect to, or multiple strategies to resolve a Mortgage Loan and that the goal of the Operating Advisor’s participation is to provide additional input relating to the Special Servicer’s compliance with the Servicing Standard in making its determinations as to which strategy to execute. The Operating Advisor shall perform its duties under this Agreement in accordance with the Operating Advisor Standard.

 

(c)        With respect to each Serviced Mortgage Loan (other than The Stanwix Mortgage Loan and any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than The Stanwix Whole Loan and any Servicing Shift Whole Loan), unless a Control Termination Event has occurred and is continuing, the Operating Advisor shall: 


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(i)          promptly review all information available to Privileged Persons on the Certificate Administrator’s Website relevant to the Operating Advisor’s obligations under this Agreement;

 

(ii)         promptly review each Final Asset Status Report; and

 


(iii)        review any Appraisal Reduction Amount, and net present value calculations pursuant to Section 3.31(e) of this Agreement.

 

(d)        With respect to each Serviced Mortgage Loan (other than The Stanwix Mortgage Loan and any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than The Stanwix Whole Loan and any Servicing Shift Whole Loan), while a Control Termination Event has occurred and is continuing, the Operating Advisor shall:

 

(i)         consult (on a non-binding basis) with the Special Servicer in respect of the Asset Status Reports in accordance with the Operating Advisor Standard pursuant to Section 3.23 of this Agreement; 

 

(ii)        consult (on a non-binding basis) with the Special Servicer in accordance with the Operating Advisor Standard with respect to Major Decisions pursuant to Section 6.07 of this Agreement;

 

(iii)       review, recalculate and verify the accuracy of any Appraisal Reduction Amount and net present value calculations pursuant to Section 3.31(f) of this Agreement;

 

(iv)      in connection with the preparation of the Operating Advisor General Annual Report (defined below), review, in accordance with the Operating Advisor Standard, the Special Servicer’s operational practices on an Asset-Level Basis in respect of Specially Serviced Loans (other than The Stanwix Whole Loan) that the Special Servicer is responsible for servicing under this Agreement in order to formulate an opinion as to whether or not those operational practices generally satisfy the Servicing Standard with respect to the resolution and/or liquidation of the Specially Serviced Loans (other than The Stanwix Whole Loan; and

 


(v)        if any Mortgage Loans (other than The Stanwix Mortgage Loan and any Servicing Shift Mortgage Loan) were Specially Serviced Loans during the prior calendar year, prepare and deliver an annual report (the “Operating Advisor General Annual Report”) substantially in the form of Exhibit BB-1 of this Agreement (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement) to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator (who shall promptly post such Operating Advisor Annual Report on the Certificate Administrator’s Website), the related Serviced Companion Loan Noteholder(s) (if any) and the 17g-5 Information Provider (who shall promptly post such Operating Advisor Annual Report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) within 120 days of the end of the prior calendar year for which a Control Termination Event was continuing as of December 31. Each Operating Advisor General Annual Report shall set forth the Operating Advisor’s assessment of the Special Servicer’s performance of its 


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duties under this Agreement during the prior calendar year on an Asset-Level Basis with respect to the resolution and liquidation of Specially Serviced Loans (other than The Stanwix Whole Loan) that the Special Servicer is responsible for servicing under this Agreement; provided, however, that in the event the Special Servicer is replaced (other than with respect to The Stanwix Whole Loan), the Operating Advisor General Annual Report shall only relate to the entity that was acting as Special Servicer as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report; provided, further, that the Operating Advisor shall prepare a separate Operating Advisor General Annual Report relating to each Excluded Special Servicer and any Excluded Special Servicer Mortgage Loan(s) serviced by such Excluded Special Servicer. Each Operating Advisor General Annual Report shall be based on the Operating Advisor’s review of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.11 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.13 of this Agreement, any Major Decision Reporting Package, any Asset Status Report, other information (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer and oral communications with the Special Servicer; provided that in no event shall the information or any other content included in the Operating Advisor General Annual Report contravene any provision of this Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(b) of this Agreement, each such Operating Advisor General Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of Specially Serviced Loans (other than The Stanwix Whole Loan) or REO Properties that the Special Servicer is responsible for servicing under this Agreement (other than with respect to any REO Property related to The Stanwix Whole Loan, any Non-Serviced Mortgage Loan or any Servicing Shift Mortgage Loan) and (B) comply with all of the confidentiality requirements applicable to the Operating Advisor described in this Agreement. Promptly upon receipt of each Operating Advisor General Annual Report, the Certificate Administrator shall post such Operating Advisor General Annual Report on the Certificate Administrator’s Website. The Special Servicer shall be given an opportunity to review any Operating Advisor General Annual Report at least five Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider; provided, that the Operating Advisor shall have no obligation to consider any comments to such Operating Advisor General Annual Report that are provided by the Special Servicer. 

 


Notwithstanding anything in this Agreement to the contrary (i) the Operating Advisor’s assessment of the Special Servicer’s performance shall be based on the provisions of this Agreement, (ii) so long as LNR Partners, LLC is acting as Special Servicer, it shall not be required to provide its written policies and procedures to the Operating Advisor, except that, in the event the Operating Advisor’s assessment determines that the Special Servicer has not materially performed its obligations under this Agreement with respect to a particular Mortgage Loan, and LNR Partners, LLC rebuts or defends such assessment based upon its compliance with its written policies and procedures, LNR Partners, LLC shall produce to the Operating Advisor the relevant portions of LNR Partners, LLC’s written policies and procedures, and (iii) the Operating Advisor’s assessment may not take into account the fact that the Operating Advisor did not have access to 


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the LNR Partners, LLC written policies and procedures. The Operating Advisor shall be permitted to review such portions of the policies and procedures but shall not be permitted to retain hard copies and will not be provided with any electronic copies or soft copies. The Operating Advisor shall keep all information contained in the policies and procedures strictly confidential, except (A) the Operating Advisor may disclose such information if (i) such information becomes generally available and known to the public other than as a result of a disclosure directly or indirectly by the Operating Advisor, or (ii) such disclosure is required by applicable law, rule, order or regulation (as demonstrated by evidence reasonably satisfactory to the Special Servicer) and (B) the Operating Advisor may disclose a particular portion of the policies and procedures solely when necessary to support specific conclusions (i) in the Operating Advisor Annual Report, or (ii) in connection with a recommendation by the Operating Advisor to replace LNR Partners, LLC as the Special Servicer pursuant to the provisions of this Agreement. Notwithstanding the foregoing, the Operating Advisor will be permitted to share such information with its Affiliates and any subcontractors of the Operating Advisor to the extent reasonably necessary to perform the Operating Advisor’s obligations under this Agreement and provided such Operating Advisor affiliate and subcontractors agree in writing prior to receiving such information to be bound by the same confidentiality provisions applicable to the Operating Advisor. Nothing set forth herein shall limit or affect the scope of the Operating Advisor’s asset level review in connection with its preparation of the Operating Advisor Annual Report, provided that the Operating Advisor’s access to or reliance upon LNR Partners, LLC’s written policies and procedures shall be subject to the terms of the immediately preceding sentence. 

 

(e)        With respect to each Mortgage Loan (other than The Stanwix Mortgage Loan, any Non-Serviced Mortgage Loan and any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than The Stanwix Whole Loan and any Servicing Shift Whole Loan), if no Control Termination Event has occurred and is continuing, the Special Servicer shall forward any Appraisal Reduction Amount and net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of a Specially Serviced Loan to the Operating Advisor after such calculations have been finalized. The Operating Advisor shall review such calculations but may not opine on, or otherwise call into question, such Appraisal Reduction Amount calculations and/or net present value calculations (except that if the Operating Advisor discovers a mathematical error contained in such calculations, then the Operating Advisor shall notify the Special Servicer and the Controlling Class Representative (other than with respect to Excluded Loans) of such error).

 

(f)         With respect to each Mortgage Loan (other than The Stanwix Mortgage Loan, any Non-Serviced Mortgage Loan and any Servicing Shift Mortgage Loan) or Serviced Whole Loan (other than The Stanwix Whole Loan and any Servicing Shift Whole Loan), while a Control Termination Event has occurred and is continuing, after the calculation but prior to the utilization by the Special Servicer of any of the calculations related to (A) any Appraisal Reduction Amounts or (B) net present value, the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but in any event no later than 2 Business Days after finalizing the preparation of such calculations, and the Operating Advisor shall promptly, but no later than 3 Business Days after receipt of such calculations and any supporting or additional materials, 


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recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.

 


(g)        In connection with Section 3.31(f) and Section 3.31(m), if the Operating Advisor does not agree with the mathematical calculations or the application of the applicable non-discretionary portions of the formula required to be utilized for such calculation, the Operating Advisor and Special Servicer shall consult with each other in order to resolve any inaccuracy in the mathematical calculations or the application of the non-discretionary portions of the related formula in arriving at those mathematical calculations or any disagreement within 5 Business Days of delivery of such calculations to the Operating Advisor. If the Operating Advisor and Special Servicer are not able to resolve such inaccuracies or disagreement prior to the end of such 5 Business Day period, the Operating Advisor shall promptly notify the Certificate Administrator of such disagreement and the Certificate Administrator shall examine the calculations and supporting materials provided by the Special Servicer and the Operating Advisor and shall determine which calculation is to apply. 

 

(h)        Subject to the requirements of confidentiality imposed on the Operating Advisor herein (including without limitation in respect of Privileged Information), the Operating Advisor shall respond to Inquiries proposed by Privileged Persons from time to time in accordance with the terms of Section 4.02(c) of this Agreement.

 

(i)         The Operating Advisor and its Affiliates shall keep all information appropriately labeled as “Privileged Information,” and any information that appears on its face to be Privileged Information confidential and shall not disclose such Privileged Information to any Person (including Certificateholders other than the Controlling Class Representative), other than (1) to the extent expressly required by this Agreement, to the other parties to this Agreement with a notice indicating that such information is Privileged Information, (2) pursuant to a Privileged Information Exception or (3) when necessary to support, but solely to the extent directly related to, specific findings or conclusions (i) in the Operating Advisor General Annual Report or Stanwix Operating Advisor Annual Report or (ii) in connection with a recommendation by the Operating Advisor for the replacement of the Special Servicer. Each party to this Agreement that received Privileged Information from the Operating Advisor with a notice stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the prior written consent of the Special Servicer and, unless a Consultation Termination Event has occurred, the Directing Holder (with respect to any Serviced Mortgage Loan) other than pursuant to a Privileged Information Exception. Subject to the terms and conditions in this Agreement related to Privileged Information, the Operating Advisor agrees that it shall use information received from the Special Servicer pursuant to the terms of this Agreement solely for purposes of complying with its duties and obligations hereunder.

 

(j)         On each Master Servicer Remittance Date, the Operating Advisor shall be paid the applicable Operating Advisor Fee from amounts on deposit in the Collection Account pursuant to Section 3.06 of this Agreement, as applicable. In addition, the Operating Advisor Consulting Fee shall be payable to the Operating Advisor with respect to each Major Decision for which the Operating Advisor has consultation rights. Each of the Operating Advisor Fee and the Operating Advisor Consulting Fee shall be payable from funds on deposit in the Collection 


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Account as provided in Section 3.06 of this Agreement, but with respect to the Operating Advisor Consulting Fee only to the extent such Operating Advisor Consulting Fee is actually received from the related Borrower. When the Operating Advisor has consultation rights with respect to a Major Decision under this Agreement, the Master Servicer or the Special Servicer, as applicable, shall use commercially reasonable efforts consistent with the Servicing Standard to collect the applicable Operating Advisor Consulting Fee from the related Borrower in connection with such Major Decision, but only to the extent not prohibited by the related Loan Documents. The Master Servicer or Special Servicer, as applicable, may waive or reduce the amount of any Operating Advisor Consulting Fee payable by the related Borrower if it determines that such full or partial waiver is in accordance with the Servicing Standard, but in no event shall the Master Servicer, Special Servicer or Operating Advisor take any enforcement action with respect to the collection of such Operating Advisor Consulting Fee other than requests for collection; provided that the Master Servicer or the Special Servicer, as applicable, shall consult with the Operating Advisor prior to any such waiver or reduction.

 


(k)        With respect to any particular Major Decision and/or related Major Decision Reporting Package or any Asset Status Report required to be delivered by the Special Servicer to the Operating Advisor, the Special Servicer shall make available to the Operating Advisor a servicing officer with the relevant knowledge regarding the applicable Mortgage Loan and such Major Decision and/or Asset Status Report in order to address reasonable questions that the Operating Advisor may have relating to, among other things, such Major Decision and/or Asset Status Report.

 

(l)         Notwithstanding the foregoing, with respect to The Stanwix Whole Loan the Operating Advisor shall:

 

(i)         review the actions of the Special Servicer with respect to The Stanwix Whole Loan when it is a Specially Serviced Loan;

 

(ii)       after the occurrence and during the continuance of a Stanwix Operating Advisor Consultation Event, review the actions of the Special Servicer with respect to Major Decisions relating to The Stanwix Whole Loan whether or not it is a Specially Serviced Loan, as described in Section 6.07 of this Agreement;

 

(iii)     review (A) all reports with respect to The Stanwix Whole Loan provided by the Special Servicer made available to Privileged Persons that are posted on the Certificate Administrator’s Website and (B) each Asset Status Report (after the occurrence and during the continuance of a Stanwix Operator Advisor Consultation Event) and Final Asset Status Report, in each case, with respect to The Stanwix Whole Loan; 

 

(iv)     promptly recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with: (1) any Appraisal Reduction Amount with respect to The Stanwix Whole Loan, (2) any Collateral Deficiency Amount with respect to The Stanwix Whole Loan or (3) net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with 


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the workout or liquidation of The Stanwix Whole Loan when it is a Specially Serviced Loan prior to utilization by the Special Servicer pursuant to Section 3.31(m) of this Agreement; 

 


(v)       after the occurrence and during the continuance of a Stanwix Operating Advisor Consultation Event, consult (on a non-binding basis) with the Special Servicer (in person or remotely via electronic, telephonic or other mutually agreeable communication) in respect of any Asset Status Reports with respect to The Stanwix Whole Loan in accordance with the Operating Advisor Standard pursuant to Section 3.23 of this Agreement;

 

(vi)       after the occurrence and during the continuance of a Stanwix Operating Advisor Consultation Event, consult (on a non-binding basis) with the Special Servicer to the extent it has received a Major Decision Reporting Package with respect to The Stanwix Whole Loan (in person or remotely via electronic, telephonic or other mutually agreeable communication) in accordance with the Operating Advisor Standard with respect to any Major Decisions with respect to The Stanwix Whole Loan pursuant to Section 6.07 of this Agreement; 

 

(vii)     if, at any time during the prior calendar year, (A) The Stanwix Whole Loan was a Specially Serviced Loan or (B) there existed a Stanwix Operating Advisor Consultation Event, prepare and deliver an annual report with respect to The Stanwix Whole Loan (an “Operating Advisor Stanwix Annual Report”) substantially in the form of Exhibit BB-2 of this agreement (which form may be modified or altered as to either its organization or content by the Operating Advisor, subject to compliance of such form with the terms and provisions of this Agreement) to the Trustee, the Master Servicer, the Special Servicer, the Certificate Administrator (who shall promptly post such Operating Advisor Stanwix Annual Report on the Certificate Administrator’s Website), the related Serviced Companion Loan Noteholder(s) (if any) and the 17g-5 Information Provider (who shall promptly post such Operating Advisor Stanwix Annual Report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) within 120 days of the end of the prior calendar year. Each Operating Advisor Stanwix Annual Report shall set forth the Operating Advisor’s assessment of the Special Servicer’s performance of its duties under this Agreement during the prior calendar year on a Stanwix Asset-Level Basis with respect to the resolution and liquidation of The Stanwix Whole Loan if The Stanwix Whole Loan is a Specially Serviced Loan; provided, however, that in the event the Special Servicer with respect to The Stanwix Whole Loan is replaced, the Operating Advisor Stanwix Annual Report shall only relate to the entity that was acting as Special Servicer with respect to The Stanwix Whole Loan as of December 31 in the prior calendar year and is continuing in such capacity through the date of such annual report. Each Operating Advisor Stanwix Annual Report shall be based on the Operating Advisor’s review of any annual compliance statement and any assessment of compliance delivered to the Operating Advisor pursuant to Section 10.11 of this Agreement, as applicable, any attestation report delivered to the Operating Advisor pursuant to Section 10.13 of this Agreement, any Major Decision Reporting Package with respect to The Stanwix Whole Loan (after the occurrence and during the continuance of a Stanwix Operating Advisor Consultation Event), any Asset Status Report with respect to The Stanwix Whole Loan (after the occurrence and during 


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the continuance of a Stanwix Operating Advisor Consultation Event), any Final Asset Status Report with respect to The Stanwix Whole Loan, any other reports with respect to The Stanwix Whole Loan by the Special Servicer made available to Privileged Persons that are posted on Certificate Administrator’s Website during the prior calendar year, any other information (other than any communications between the Directing Holder and the Special Servicer that would be Privileged Information) delivered to the Operating Advisor by the Special Servicer and oral communications with the Special Servicer; provided that in no event shall the information or any other content included in the Operating Advisor Stanwix Annual Report contravene any provision of this Agreement. Subject to the restrictions in this Agreement, including, without limitation, Section 3.31(b) of this Agreement, each such Operating Advisor Stanwix Annual Report shall (A) identify any material deviations (i) from the Servicing Standard and (ii) from the Special Servicer’s obligations under this Agreement with respect to the resolution or liquidation of The Stanwix Whole Loan if The Stanwix Whole Loan is a Specially Serviced Loan or REO Property with respect to The Stanwix Whole Loan and (B) comply with all of the confidentiality requirements applicable to the Operating Advisor described in this Agreement. Promptly upon receipt of each Operating Advisor Stanwix Annual Report, the Certificate Administrator shall post such Operating Advisor Stanwix Annual Report on the Certificate Administrator’s Website The Special Servicer shall be given an opportunity to review any Operating Advisor Stanwix Annual Report produced by the Operating Advisor at least five (5) Business Days prior to its delivery to the Certificate Administrator and the 17g-5 Information Provider; provided that the Operating Advisor will have no obligation to adopt any comments to such annual report that are provided by the Special Servicer.

 


(m)       With respect to The Stanwix Whole Loan, after the calculation but prior to the utilization by the Special Servicer of any calculations related to (A) any Appraisal Reduction Amount with respect to The Stanwix Whole Loan, (B) any Collateral Deficiency Amount with respect to The Stanwix Whole Loan and (C) net present value calculations used in the Special Servicer’s determination of what course of action to take in connection with the workout or liquidation of The Stanwix Whole Loan when it is a Specially Serviced Loan, the Special Servicer shall forward such calculations, together with any supporting material or additional information necessary in support thereof (including such additional information reasonably requested by the Operating Advisor to confirm the mathematical accuracy of such calculations, but not including any Privileged Information), to the Operating Advisor promptly, but in any event no later than 2 Business Days after finalizing the preparation of such calculations, and the Operating Advisor shall promptly, but no later than 3 Business Days after receipt of such calculations and any supporting or additional materials, recalculate and verify the accuracy of the mathematical calculations and the corresponding application of the non-discretionary portion of the applicable formulas required to be utilized in connection with any such calculation.

 

(n)        To facilitate the consultation described in Section 3.31(l)(v) and Section 3.31(l)(vi) above, the Special Servicer shall send to the Operating Advisor an Asset Status Report or Major Decision Reporting Package, as applicable, with respect to The Stanwix Whole Loan before any related action is implemented.

 


(o)        Neither the Operating Advisor nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition shall not apply 


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to (i) riskless principal transactions effected by a broker dealer Affiliate of the Operating Advisor or (ii) investments by an Affiliate of the Operating Advisor if the Operating Advisor and such Affiliate maintain policies and procedures that (A) segregate personnel involved in the activities of the Operating Advisor under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and its personnel from gaining access to information regarding the Trust and the Operating Advisor and its personnel from gaining access to such Affiliate’s information regarding its investment activities.

 

Section 3.32      Delivery of Excluded Information to the Certificate Administrator.

 

Any Excluded Information that the Master Servicer, the Special Servicer or the Operating Advisor identifies and delivers to the Certificate Administrator for posting to the Certificate Administrator’s Website shall be delivered to the Certificate Administrator via e-mail (or such other electronic means as is mutually acceptable to the parties) in one or more separate files labeled “Excluded Information” followed by the applicable loan name and loan file to loandata@citi.com. For the avoidance of doubt, any information that is not appropriately labeled and delivered in accordance with this Section 3.32 shall not be separately posted as Excluded Information on the Certificate Administrator’s Website, and any information appropriately labeled and delivered to the Certificate Administrator pursuant to this Section shall be posted on the Certificate Administrator’s Website under the “Excluded Information” section, as provided under Section 4.02(b). When so posted, Excluded Controlling Class Holders shall be prohibited from the access of Excluded Information with respect to any Excluded Controlling Class Loans on the Certificate Administrator’s Website (unless loan-by-loan segregation is later performed by the Certificate Administrator in which case such access shall only be prohibited with respect to the related Excluded Controlling Class Loan(s)). None of the Master Servicer, the Special Servicer or the Operating Advisor shall have any obligations to separately label and deliver any Excluded Information in accordance with this Section 3.32 until such party has received notice with respect to the related Excluded Controlling Class Loan in the form of Exhibit L-1E to this Agreement. Nothing set forth in this Agreement shall prohibit the Controlling Class Representative or any Controlling Class Certificateholder from receiving, requesting or reviewing any Excluded Information relating to any Excluded Controlling Class Loan with respect to which the Controlling Class Representative or such Controlling Class Certificateholder is not a Borrower Party and, if such Excluded Information is not available on the Certificate Administrator’s Website to it due to it being an Excluded Controlling Class Certificateholder and on account of it constituting Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder that is not a Borrower Party with respect to the related Excluded Controlling Class Loan shall be permitted to obtain such information in accordance with Section 3.14(c).

 

Section 3.33      Trust Subordinate Companion Loan. 

 

(a)        With respect to the Trust Subordinate Companion Loan, references to actions being taken for the benefit of such Trust Subordinate Companion Loan or in the best interests of the holders of the Loan-Specific Certificates in this Agreement shall be deemed to be taken (and subject to the same considerations) also for the benefit of, or to be taken in the best interests of, the Holders of such Loan-Specific Certificates, as beneficial owners of such Trust Subordinate Companion Loan.

 


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(b)        Any notices, reports or other information related to the Trust Subordinate Companion Loan required to be delivered by a party under this Agreement or the related Co-Lender Agreement to the holders of the Loan-Specific Certificates or the holders of such Trust Subordinate Companion Loan shall be delivered (in lieu of delivery to such holders) to the Stanwix Controlling Class Representative by such party within the same time periods as such notices, reports or other information are required to be delivered to the holder of such Trust Subordinate Companion Loan.

 

(c)        Any consents required to be obtained from the holder of the Trust Subordinate Companion Loan under this Agreement or the related Co-Lender Agreement or any obligation under this Agreement or the related Co-Lender Agreement of the Master Servicer or the Special Servicer or other party to this Agreement to consult with or obtain the consent of or follow the direction of the holder of such Trust Subordinate Companion Loan shall instead be deemed to require such Person to consult with, obtain the consent of or follow the direction of the Stanwix Controlling Class Representative.

 

(d)        With respect to The Stanwix Whole Loan, subject to the foregoing and applicable REMIC Provisions, the Stanwix Controlling Class Representative may direct the Master Servicer or the Special Servicer, on behalf of the Trustee and the holders of the Loan-Specific Certificates to implement the holder of such Trust Subordinate Companion Loan’s exercise of any rights, to the extent that each such holder is entitled to such rights under the related Co-Lender Agreement. 

 

(e)        On the Closing Date, the initial Stanwix Controlling Class Representative shall execute and deliver, a certification substantially in the form of Exhibit L-1I to the parties to this Agreement. Upon the resignation or removal of the existing Stanwix Controlling Class Representative, any successor Stanwix Controlling Class Representative shall also execute and deliver a certification substantially in the form of Exhibit L-1I to the parties to this Agreement prior to being recognized as the new Stanwix Controlling Class Representative. 

 

(f)         For the avoidance of doubt, with respect to the mechanics and process of obtaining Directing Holder consent with respect to The Stanwix Whole Loan, this Agreement shall control over the related Co-Lender Agreement (but, for so long as no Stanwix Control Appraisal Period exists, only if the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan is part of the Trust).

 

Section 3.34      Litigation Control.

 

(a)        The Special Servicer (with respect to each Mortgage Loan or any related REO Loan or related REO Property and Serviced Whole Loan but other than any Excluded Special Servicer Loan) shall in accordance with the Servicing Standard, direct, manage, prosecute and/or defend any action brought by a Mortgagor, guarantor, or other obligor on the related Note or any affiliates thereof (each a “Borrower-Related Party”) against the Trust (including, without limitation, any action in which both the Trust and the Master Servicer are named), and/or the Special Servicer or any predecessor master servicer or special servicer, and represent the interests of the Trust in any litigation relating to the rights and obligations (or the enforcement of obligations) of the Trust, or of the Borrower or other Borrower-Related Party, under the related Mortgage Loan or Whole Loan, as applicable, or with respect to the related Mortgaged Property 


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or other collateral securing such Mortgage Loan or Whole Loan, or with respect to the enforcement of the obligations of a Borrower-Related Party under the related Loan Documents (“Loan-Related Litigation”). In the event that the Master Servicer is named in any Loan-Related Litigation but the Special Servicer is not named in such Loan-Related Litigation (and regardless of whether the Trust is named in such Loan-Related Litigation), the Master Servicer shall notify the Special Servicer of such litigation as soon as practicable but in any event no later than within ten (10) Business Days of the Master Servicer receiving service of such Loan-Related Litigation. 

 


(b)        To the extent the Master Servicer is named in Loan-Related Litigation, and neither the Trust nor the Special Servicer is named, in order to effectuate the role of the Special Servicer as contemplated by the immediately preceding subsection, the Master Servicer shall (i) provide monthly status reports to the Special Servicer, regarding such Loan-Related Litigation; (ii) use reasonable efforts to have the Trust replace the Master Servicer as the appropriate party to the lawsuit; and (iii) so long as the Master Servicer remains a party to such lawsuit, consult with and act at the direction of the Special Servicer with respect to material decisions and resolutions related to the interests of the Trust in such Loan-Related Litigation, including but not limited to the selection of counsel. If and/or when the Trust and/or the Special Servicer are named, the Special Servicer shall assume control of the Loan Related Litigation as provided in Section 3.34(a) above; provided that the Master Servicer shall have the right to engage separate counsel relating to claims against the Master Servicer to the extent set forth in Section 3.34(e); and provided, further, that if there are claims against the Master Servicer and the Master Servicer has not determined that separate counsel is required for such claims, such counsel selected by the Special Servicer shall be reasonably acceptable to the Master Servicer. 

 

(c)        The Special Servicer shall not (i) undertake (or direct the Master Servicer to undertake) any material settlement of any Loan-Related Litigation or (ii) initiate any material Loan-Related Litigation unless and until it has notified in writing the Directing Holder (only if the related Mortgage Loan is not an Excluded Loan and for so long as no Consultation Termination Event has occurred and is continuing and to the extent the identity of the Directing Holder is actually known to the Special Servicer; provided that the Special Servicer shall make due inquiry of the Certificate Administrator as to the identity of the Directing Holder), and the related holder of any Companion Loan (if such matter affects such related Serviced Companion Loan and to the extent the identity of the holder of such Serviced Companion Loan is actually known to the Special Servicer), and the Directing Holder (only if the related Mortgage Loan is not an Excluded Loan and for so long as no Control Termination Event has occurred and is continuing) has not objected in writing within five (5) Business Days of having been notified thereof and having been provided with all information that the Directing Holder has reasonably requested with respect thereto promptly following its receipt of the subject notice (it being understood and agreed that if such written objection has not been received by the Special Servicer within such 5 Business Day period, then the Directing Holder shall be deemed to have approved the taking of such action); provided that, if the Special Servicer determines (consistent with the Servicing Standard) that immediate action is necessary to protect the interests of the Certificateholders and, with respect to a Serviced Whole Loan, the related Companion Loan Holders, the Special Servicer may take such action without waiting for the Directing Holder’s response.

 


(d)        Notwithstanding anything to the contrary in this Section 3.34, neither the Special Servicer nor the Master Servicer shall follow any advice, direction or consultation 


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provided by the Directing Holder (or any other party to this Agreement) that would require or cause the Special Servicer or the Master Servicer, as applicable, to violate any applicable law, be inconsistent with the Servicing Standard, require or cause the Special Servicer or the Master Servicer, as applicable, to violate provisions of this Agreement, require or cause the Special Servicer or the Master Servicer, as applicable, to violate the terms of any Mortgage Loan or Whole Loan, expose any Certificateholder or any party to this Agreement or their Affiliates, officers, directors or agents to any claim, suit or liability, cause any Trust REMIC created hereunder to fail to qualify as a REMIC, or any Grantor Trust created hereunder to fail to qualify as a grantor trust for federal income tax purposes or result in the imposition of a “prohibited transaction” or “prohibited contribution” tax under the REMIC Provisions, or materially expand the scope of the Special Servicer’s, the Master Servicer’s, the Certificate Administrator’s or the Trustee’s, as applicable, responsibilities under this Agreement. 

 

(e)        Notwithstanding the right of the Special Servicer provided in this Section 3.34 to represent the interests of the Trust in Loan-Related Litigation, and subject to the rights of the Special Servicer to direct the Master Servicer’s actions in this Section 3.34, the Master Servicer shall retain the right to make determinations relating to claims against the Master Servicer, including but not limited to the right to engage separate counsel and to appear in any proceeding on its own behalf in the Master Servicer’s reasonable discretion, the cost of which shall be subject to indemnification as and to the extent provided in this Agreement.

 

(f)         Further, nothing in this Section shall require the Master Servicer, the Special Servicer or any other party to this Agreement to take or fail to take any action which, in such party’s good faith and reasonable judgment, may (i) cause any Trust REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust for federal income tax purposes, result in the imposition of “prohibited transaction” or “prohibited contribution” tax under the Code, or otherwise result in a violation of the REMIC Provisions, (ii) cause the Master Servicer or the Special Servicer to violate the Servicing Standard, (iii) result in a violation of applicable law or the Mortgage Loan documents or (iv) subject the Master Servicer, the Special Servicer or other such party to liability, or materially expand the scope of the Master Servicer’s, the Special Servicer or such party’s obligations under this Agreement.

 

(g)        Notwithstanding the Master Servicer’s right to make determinations relating to claims against the Master Servicer, the Special Servicer shall have the right at any time in accordance with the Servicing Standard to (i) direct the Master Servicer to settle any claims asserted against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation) and (ii) otherwise reasonably direct the actions of the Master Servicer relating to claims against the Master Servicer (whether or not the Trust or the Special Servicer is named in any such claims or Loan-Related Litigation), provided in either case that (A) such settlement or other direction does not contain or require any admission of liability, wrongdoing or consent to injunctive relief on the part of the Master Servicer, (B) the cost of such settlement or any resulting judgment is and shall be paid by the Trust pursuant to the terms of this Agreement, and payment of such cost or judgment is provided for in this Agreement, (C) the Master Servicer is and shall be indemnified as and to the extent provided in this Agreement for all costs and expenses of the Master Servicer incurred in defending and settling the Loan-Related Litigation and for any related judgment, (D) any such action taken by the Master Servicer at the direction of the Special Servicer shall be deemed (as to the Master Servicer) to be in compliance 


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with the Servicing Standard, and (E) the Special Servicer provides the Master Servicer with assurance reasonably satisfactory to the Master Servicer as to the items in clauses (A), (B) and (C).

 


(h)        In the event both the Master Servicer and the Special Servicer or Trust are named in Loan-Related Litigation, the Master Servicer and the Special Servicer shall (i) to the extent that the Master Servicer and the Special Servicer deem it appropriate, use reasonable efforts to enter into a joint defense agreement and (ii) cooperate with each other to afford the Master Servicer and the Special Servicer the rights afforded to such party in this Section 3.34.

 

(i)         This Section shall not apply in the event, and to the extent, that the Special Servicer authorizes the Master Servicer, and the Master Servicer agrees (both authority and agreement to be in writing), to make certain decisions or control certain Loan-Related Litigation on behalf of the Trust in accordance with the Servicing Standard.

 

(j)         Notwithstanding the foregoing, (x) in the event that any action, suit, litigation or proceeding names the Trustee, Certificate Administrator, Custodian or Operating Advisor, in its respective individual capacity, or in the event that any judgment is rendered against the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, upon prior written notice to the Master Servicer or the Special Servicer, as applicable, may retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests (but not to otherwise direct, manage or prosecute such litigation or claim); (y) in the event of any action, suit, litigation or proceeding, other than an action, suit, litigation or proceeding relating to the enforcement of the obligations of a Borrower, guarantor or other obligor under the related Loan Documents, or otherwise relating to one or more Mortgage Loans or Mortgaged Properties, neither the Master Servicer nor the Special Servicer shall, without the prior written consent of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (i) initiate an action, suit, litigation or proceeding in the name of the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, whether in such capacity or individually, (ii) engage counsel to represent the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, (iii) settle any claim giving rise to liability to the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, in its individual capacity, or (iv) prepare, execute or deliver any government filings, forms, permits, registrations or other documents or take any other similar actions with the intent to cause, and that actually causes, the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, to be registered to do business in any state (provided that neither the Master Servicer nor the Special Servicer shall be responsible for any delay due to the unwillingness of the Trustee, Certificate Administrator, Custodian or Operating Advisor to grant such consent); and (z) in the event that any court finds that the Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, is a necessary party in respect of any action, suit, litigation or proceeding relating to or arising from this Agreement or any Mortgage Loan, the Trustee, the Certificate Administrator, the Custodian or the Operating Advisor, as applicable, shall have the right to retain separate counsel and appear in any such proceeding on its own behalf in order to protect and represent its interests, whether as Trustee, Certificate Administrator, Custodian or Operating Advisor, as applicable, or individually (but not to otherwise direct, manage or prosecute such litigation or claim); provided, however, nothing in this subsection shall be interpreted to preclude the Special Servicer (with respect to any material Loan-Related Litigation with respect to any Mortgage Loan other than an 


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Excluded Loan, with the consent or consultation of the Directing Holder prior to the occurrence and continuance of a Control Termination Event or Consultation Termination Event, respectively) from initiating any action, suit, litigation or proceeding in its own name as representative of the Trust. References to Mortgage Loans (including references to Borrowers, guarantors, obligors and Mortgaged Properties) in this Section 3.34 shall mean all Mortgage Loans other than Non-Serviced Mortgage Loans.

 


(k)        Notwithstanding the foregoing or anything to the contrary in this Section, this Section shall not apply to any Loan-Related Litigation and shall have no force and effect with respect thereto, in the event that either (i) at the time such Loan-Related Litigation is commenced or at any time during the continuance of such Loan-Related Litigation, LNR Partners, LLC is no longer the Special Servicer with respect to the related Mortgage Loan or related Whole Loan or has received notice of its replacement as Special Servicer with respect to the related Mortgage Loan or related Whole Loan (whether or not such replacement is effective) or such related Mortgage Loan or Whole Loan is an Excluded Special Servicer Loan in respect of LNR Partners, LLC as Special Servicer, or (ii) the Depositor, any Sponsor, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter, or any of their respective affiliates is an adverse party (with respect to the Trust or the Special Servicer) in such Loan-Related Litigation or holds any interest which is adverse to the Trust or the Special Servicer in the related Mortgage Loan or related Whole Loan (or any portion thereof) or the related Mortgaged Property to which Loan-Related Litigation relates, unless otherwise agreed to in writing by each of the Depositor, Sponsor, Mortgage Loan Seller, Initial Purchaser, Underwriter, or affiliate that is such a party or holds such interest. In each case under clause (ii) above, the applicable party listed above shall use reasonable efforts to provide notice of such occurrence to the Master Servicer pursuant to this Agreement. For the avoidance of doubt, the rights and obligations of the Master Servicer and the Special Servicer relating to any Loan-Related Litigation shall be limited solely to the representation of the Trust and itself, separate and apart from the interests of any other party thereto. For the further avoidance of doubt, in such circumstance described in this paragraph, the rights and obligations of the Master Servicer and the Special Servicer relating to litigation shall be as otherwise set forth with respect to servicing in this Agreement.

 

ARTICLE
IV


 


DISTRIBUTIONS TO CERTIFICATEHOLDERS

 

Section 4.01      Distributions. (a) REMIC-Related Deemed Deposits and Distributions. On each Distribution Date, amounts held in the Lower-Tier REMIC Distribution Account shall be withdrawn (to the extent of the Pooled Available Funds, including or reduced by, to the extent required by Section 3.05(e) of this Agreement, the Withheld Amounts in respect of the Mortgage Pool, and including any amount withdrawn from the Gain-on-Sale Reserve Account with respect to the Mortgage Loans pursuant to Section 3.05(i) of this Agreement and the applicable portion of any P&I Advances and Compensating Interest Payments made with respect to the Mortgage Pool with respect to such Distribution Date) and shall be deemed to be applied to make the following deemed distributions in respect of the Lower-Tier Regular Interests (such amount so deemed distributed, the “Lower-Tier Distribution Amount”). On each Distribution 


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Date, distributions in respect of principal shall be deemed to have been made on each Lower-Tier Regular Interest in an amount equal to the amount of principal actually distributed on its respective Corresponding Certificates as provided in Section 4.01(b) of this Agreement. As of any date, the principal balance of each Lower-Tier Regular Interest shall equal the Lower-Tier Principal Balance thereof. On each Distribution Date, distributions of interest made in respect of any Class of Pooled Principal Balance Certificates pursuant to Section 4.01(b) of this Agreement shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest. On each Distribution Date, distributions of interest made in respect of any Class of Pooled Class X Certificates pursuant to Section 4.01(b) of this Agreement and allocable to any particular Class X Component of such Class of Pooled Class X Certificates as provided below in this Section 4.01(a) shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of such Class X Component’s Corresponding Lower-Tier Regular Interest. On each Distribution Date, distributions of reimbursements of Pooled Realized Losses made in respect of any Class of Pooled Principal Balance Certificates pursuant to Section 4.01(b) of this Agreement shall be deemed to have first been distributed from the Lower-Tier REMIC to the Upper-Tier REMIC in respect of its Corresponding Lower-Tier Regular Interest.


 

In addition, on each Distribution Date, amounts held in the Trust Subordinate Companion Loan REMIC Distribution Account shall be withdrawn (to the extent of the Stanwix Available Funds, including or reduced by, to the extent required by Section 3.05(e) of this Agreement, the Withheld Amounts applicable to the Trust Subordinate Companion Loan, and including the applicable portion of any P&I Advance and Compensating Interest Payment made with respect to the Trust Subordinate Companion Loan with respect to such Distribution Date) and shall be deemed to be applied to make the following deemed distributions in respect of the Trust Subordinate Companion Loan Regular Interests (such amount so deemed distributed, the “Trust Subordinate Companion Loan Distribution Amount”). On each Distribution Date, distributions in respect of principal shall be deemed to have been made on each Class of Trust Subordinate Companion Loan Regular Interests in an amount equal to the amount of principal actually distributed on its respective Corresponding Certificates as provided in Section 4.01(d) of this Agreement. As of any date, the principal balance of each Trust Subordinate Companion Loan Regular Interest shall equal the Trust Subordinate Companion Loan Principal Balance thereof. On each Distribution Date, distributions of interest made in respect of any Class of Loan- Specific Principal Balance Certificates on each Distribution Date pursuant to Section 4.01(d) of this Agreement shall be deemed to have first been distributed from the Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC in respect of its Corresponding Trust Subordinate Companion Loan Regular Interest. On each Distribution Date, distributions of interest made in respect of any Class of Loan-Specific Class X Certificates pursuant to Section 4.01(d) of this Agreement, and allocable to any particular Class X Component of such Class of Loan-Specific Class X Certificates as provided below in this Section 4.01(a), shall be deemed to have first been distributed from the Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC in respect of such Class X Component’s Corresponding Trust Subordinate Companion Loan Regular Interest. On each Distribution Date, distributions of reimbursements of Stanwix Realized Losses made in respect of any Class of Loan-Specific Principal Balance Certificates pursuant to Section 4.01(d) of this Agreement shall be deemed to have first been distributed from the Trust Subordinate Companion Loan REMIC to the Upper-Tier REMIC in respect of its Corresponding Trust Subordinate Companion Loan Regular Interest. 


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All distributions of interest made in respect of any Class of Class X Certificates on any Distribution Date pursuant to Section 4.01(b) or Section 4.01(d), and any other allocations contemplated by this Article IV, with respect to the Class X Components, shall be deemed to have been made: (i) if there is only one Class X Component with respect to such Class of Class X Certificates, entirely in respect of such sole Class X Component; and (ii) if there are multiple Class X Components with respect to such Class of Class X Certificates, in respect of all such Class X Components, on a pro rata basis and pari passu basis, and treating each such Class X Component as if it was a separate Class of Class X Certificates with a Pass-Through Rate equal to its Class X Strip Rate from time to time and a Notional Amount equal to its Class X Component Notional Amount from time to time.

 

On each Distribution Date, the Certificate Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance Charge then on deposit in the Lower-Tier REMIC Distribution Account and received in respect of any Mortgage Loan in connection with a principal prepayment, voluntary or involuntary, that is part of the Pooled Available Funds for such Distribution Date, to the Lower-Tier Regular Interests in proportion to the amount of principal deemed distributed to each Lower-Tier Regular Interest on such Distribution Date pursuant to this Section 4.01(a). The Certificate Administrator shall deposit the Lower-Tier Distribution Amount and the amount of any Prepayment Premiums and any Yield Maintenance Charges with respect to the Mortgage Loans deemed distributed to the Upper-Tier REMIC pursuant to this Section 4.01(a) into the Upper-Tier REMIC Distribution Account. Any amount in respect of the Mortgage Pool that remains in the Lower-Tier REMIC Distribution Account on each Distribution Date after the deposit described in the preceding sentence shall be distributed to the Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest), but prior to the final Distribution Date only to the extent that the Pooled Available Funds exceed the Lower-Tier Distribution Amount.

 

On each Distribution Date, the Certificate Administrator shall apply amounts related to each Prepayment Premium and Yield Maintenance Charge then on deposit in the Trust Subordinate Companion Loan REMIC Distribution Account and received in respect of the Trust Subordinate Companion Loan in connection with a principal prepayment, voluntary or involuntary, that is part of the Stanwix Available Funds for such Distribution Date, to the Trust Subordinate Companion Loan Regular Interests in proportion to the amount of principal deemed distributed to each Trust Subordinate Companion Loan Regular Interest on such Distribution Date pursuant to this Section 4.01(a). The Certificate Administrator shall deposit the Trust Subordinate Companion Loan Distribution Amount and the amount of any Prepayment Premiums and any Yield Maintenance Charges with respect to the Trust Subordinate Companion Loan deemed distributed to the Upper-Tier REMIC pursuant to this Section 4.01(a) into the Upper-Tier REMIC Distribution Account. Any amount in respect of the Trust Subordinate Companion Loan that remains in the Trust Subordinate Companion Loan REMIC Distribution Account on each Distribution Date after the deposit described in the preceding sentence shall be distributed to the Holders of the Class R Certificates (in respect of the Trust Subordinate Companion Loan Residual Interest), but prior to the final Distribution Date only to the extent that the Stanwix Available Funds exceed the Trust Subordinate Companion Loan Distribution Amount.

 


(b)        Distributions of Pooled Available Funds on the Pooled Regular Certificates and Class R Certificates. On each Distribution Date, the Certificate Administrator shall withdraw 


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from the Upper-Tier REMIC Distribution Account the Pooled Available Funds then on deposit therein in respect of such Distribution Date, and distribute such amounts to the Holders of the Pooled Regular Certificates and the Class R Certificates in the amounts and in the order of priority set forth below:

 

(i)         First, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class X-D, Class X-F and Class X-G Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Interest Distribution Amounts for such Classes;

 

(ii)         Second, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, to the extent of the Principal Distribution Amount, in reduction of the Certificate Balances thereof, in the following priority:

 

(1)        first, to the Class A-SB Certificates, in an amount up to the Principal Distribution Amount, but only until the Certificate Balance of such Class is reduced to the Class A-SB Planned Principal Balance;

 

(2)        second, to the Class A-1 Certificates, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior subclauses of this clause (ii), until the Certificate Balance of such Class is reduced to zero;

 

(3)        third, to the Class A-2 Certificates, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior subclauses of this clause (ii), until the Certificate Balance of such Class is reduced to zero;

 

(4)        fourth, to the Class A-3 Certificates, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior subclauses of this clause (ii), until the Certificate Balance of such Class is reduced to zero; and

 

(5)        fifth, to the Class A-4 Certificates, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior subclauses of this clause (ii), until the Certificate Balance of such Class is reduced to zero;

 

(6)        sixth, to the Class A-5 Certificates, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior subclauses of this clause (ii), until the Certificate Balance of such Class is reduced to zero;

 


(7)        seventh, to the Class A-SB Certificates, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior subclauses of this clause (ii), until the Certificate Balance of such Class is reduced to zero; 


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(iii)        Third, to the Class A-1, Class A-2 Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, up to an amount equal to, and pro rata based upon, the aggregate unreimbursed Pooled Realized Losses previously allocated to each such Class;

 

(iv)        Fourth, to the Class A-S Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 

(v)        Fifth, to the Class A-S Certificates, in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 

(vi)        Sixth, to the Class A-S Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class;

 

(vii)       Seventh, to the Class B Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 

(viii)      Eighth, to the Class B Certificates, in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 

(ix)        Ninth, to the Class B Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class;

 

(x)        Tenth, to the Class C Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 

(xi)        Eleventh, to the Class C Certificates, in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 

(xii)       Twelfth, to the Class C Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class;

 

(xiii)      Thirteenth, to the Class D Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 


(xiv)      Fourteenth, to the Class D Certificates, in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 

(xv)       Fifteenth, to the Class D Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class; 


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(xvi)      Sixteenth, to the Class E Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 

(xvii)     Seventeenth, to the Class E Certificates in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less amounts of such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 

(xviii)    Eighteenth, to the Class E Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class;

 

(xix)      Nineteenth, to the Class F Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 

(xx)       Twentieth, to the Class F Certificates in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less amounts of the such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 

(xxi)      Twenty-first, to the Class F Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class;

 

(xxii)     Twenty-second, to the Class G Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 

(xxiii)    Twenty-third, to the Class G Certificates in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less the amounts of such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 

(xxiv)    Twenty-fourth, to the Class G Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class;

 

(xxv)     Twenty-fifth, to the Class NR-RR Certificates in respect of interest, up to an amount equal to the Interest Distribution Amount of such Class;

 

(xxvi)    Twenty-sixth, to the Class NR-RR Certificates in reduction of the Certificate Balance thereof, in an amount up to the Principal Distribution Amount less the amounts of such Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (b), until the Certificate Balance of such Class is reduced to zero;

 


(xxvii)   Twenty-seventh, to the Class NR-RR Certificates, up to an amount equal to the aggregate of unreimbursed Pooled Realized Losses previously allocated to such Class; and

 

(xxviii)   Twenty-eighth, to the Class R Certificates in respect of the Upper-Tier Residual Interest, any remaining Pooled Available Funds. 


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Notwithstanding the foregoing, on each Distribution Date occurring on and after the Crossover Date, regardless of the allocation of principal payments described in priority Second above, the Principal Distribution Amount for such Distribution Date will be distributed to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based on their respective Certificate Balances and without regard to the Class A-SB Planned Principal Balance, in reduction of their respective Certificate Balances, until the Certificate Balance of each such Class of Certificates is reduced to zero.

 

(c)        Distributions of Prepayment Premiums and Yield Maintenance Charges with respect to the Mortgage Loans to Holders of Regular Pooled Certificates. On each Distribution Date, following the distribution from the Lower-Tier REMIC Distribution Account in respect of the Lower-Tier Regular Interests pursuant to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions of any Prepayment Premiums and Yield Maintenance Charges received in respect of any Mortgage Loan in connection with a principal prepayment, voluntary or involuntary, that is part of the Pooled Available Funds for such Distribution Date, from amounts deposited in the Upper-Tier REMIC Distribution Account pursuant to Section 4.01(a) of this Agreement, as follows:

 

On any Distribution Date, the Certificate Administrator shall distribute each Prepayment Premium and Yield Maintenance Charge collected in respect of any Mortgage Loan in connection with a principal prepayment, voluntary or involuntary, that is part of the Pooled Available Funds for such Distribution Date, to the Holders of the respective Classes of the Pooled Principal Balance Certificates in an amount equal to, in the case of each such Class, the product of: (a) a fraction, not greater than one, the numerator of which is the amount distributed as principal to such Class on such Distribution Date, and the denominator of which is the aggregate amount distributed as principal to the Holders of all the Classes of Pooled Principal Balance Certificates on such Distribution Date; (b) the Base Interest Fraction for the related principal prepayment and such Class of Certificates; and (c) the amount of the subject Prepayment Premium or Yield Maintenance Charge, as applicable.

 

Any Yield Maintenance Charges or Prepayment Premiums collected in respect to the Mortgage Loans in connection with principal prepayments, voluntary or involuntary, that are part of the Pooled Available Funds for any Distribution Date, to the extent remaining after the distributions described in the preceding paragraph (the “IO Group YM Distribution Amount”) shall be allocated and distributed on such Distribution Date in the following manner:

 

(i)         first, to the Class X-A Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distributed on the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates on such Distribution Date and the denominator of which is the Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;

 


(ii)         second, to the Class X-B Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distributed on the Class A-S, Class B and Class C Certificates on such Distribution Date and the 


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denominator of which is the Principal Distribution Amount in respect of such Distribution Date, multiplied by (b), the IO Group YM Distribution Amount;

 

(iii)       third, to the Class X-D Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distribution to the Class D and Class E Certificates on such Distribution Date and the denominator of which is the Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount;

 

(iv)        fourth, to the Class X-F Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the amount of principal distribution to the Class F Certificates on such Distribution Date and the denominator of which is the Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the IO Group YM Distribution Amount; and

 

(v)        last, to the Class X-G Certificates, the IO Group YM Distribution Amount remaining after such distribution to the holders of the Class X-A, Class X-B, Class X-D and Class X-F Certificates described in (i) through (iv) above.

 

(d)        Distributions of Stanwix Available Funds on the Loan-Specific Certificates and Class R Certificates. On each Distribution Date, the Certificate Administrator shall withdraw from the Upper-Tier REMIC Distribution Account the Stanwix Available Funds then on deposit in respect of such Distribution Date, and shall distribute such amounts to the Holders of the Loan-Specific Certificates and the Class R Certificates in the amounts and in the order of priority set forth below:

 

(i)          First, to the Class SWA, Class SWX1 and Class SWX2 Certificates, in respect of interest, up to an amount equal to, and pro rata in accordance with, the respective Stanwix Interest Distribution Amounts for such Classes;

 

(ii)         Second, to the Class SWA Certificates, in reduction of the Certificate Balance thereof, an amount up to the Stanwix Principal Distribution Amount for such Distribution Date, until the Certificate Balance of the Class SWA Certificates is reduced to zero; 

 

(iii)        Third, to the Class SWA Certificates, up to an amount equal to the aggregate unreimbursed Stanwix Realized Losses previously allocated to such Class;

 

(iv)        Fourth, to the Class SWC Certificates, in respect of interest, up to an amount equal to the Stanwix Interest Distribution Amount for such Class;

 


(v)        Fifth, to the Class SWC Certificates, in reduction of the Certificate Balance thereof, an amount up to the Stanwix Principal Distribution Amount for such Distribution Date less amounts of such Stanwix Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (d), until the Certificate Balance of the Class SWC Certificates is reduced to zero; 


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(vi)        Sixth, to the Class SWC Certificates, up to an amount equal to the aggregate unreimbursed Stanwix Realized Losses previously allocated to such Class;

 

(vii)       Seventh, to the Class SWD Certificates, in respect of interest, up to an amount equal to the Stanwix Interest Distribution Amount for such Class;

 

(viii)      Eighth, to the Class SWD Certificates, in reduction of the Certificate Balance thereof, an amount up to the Stanwix Principal Distribution Amount for such Distribution Date less amounts of such Stanwix Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (d), until the Certificate Balance of the Class SWD Certificates is reduced to zero; 

 

(ix)        Ninth, to the Class SWD Certificates, up to an amount equal to the aggregate unreimbursed Stanwix Realized Losses previously allocated to such Class;

 

(x)        Tenth, to the Class SWE Certificates, in respect of interest, up to an amount equal to the Stanwix Interest Distribution Amount for such Class;

 

(xi)        Eleventh, to the Class SWE Certificates, in reduction of the Certificate Balance thereof, an amount up to the Stanwix Principal Distribution Amount for such Distribution Date less amounts of such Stanwix Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (d), until the Certificate Balance of the Class SWE Certificates is reduced to zero; 

 

(xii)       Twelfth, to the Class SWE Certificates, up to an amount equal to the aggregate unreimbursed Stanwix Realized Losses previously allocated to such Class;

 

(xiii)      Thirteenth, to the Class SWRR Certificates, in respect of interest, up to an amount equal to the Stanwix Interest Distribution Amount for such Class;

 

(xiv)      Fourteenth, to the Class SWRR Certificates in reduction of the Certificate Balance thereof, an amount up to the Stanwix Principal Distribution Amount for such Distribution Date less amounts of such Stanwix Principal Distribution Amount distributed pursuant to all prior clauses of this subsection (d), until the Certificate Balance of such Class is reduced to zero;

 

(xv)       Fifteenth, to the Class SWRR Certificates, up to an amount equal to the aggregate unreimbursed Stanwix Realized Losses previously allocated to such Class; and

 

(xvi)      Sixteenth, to the Class R Certificates in respect of the Upper-Tier Residual Interest, any remaining Stanwix Available Funds.

 


(e)        Distributions of Prepayment Premiums and Yield Maintenance Charges with respect to the Trust Subordinate Companion Loan to Holders of Loan-Specific Certificates. On each Distribution Date, following the distribution from the Trust Subordinate Companion Loan REMIC Distribution Account in respect of the Trust Subordinate Companion Loan Regular Interests pursuant to Section 4.01(a) of this Agreement, the Certificate Administrator shall make distributions of any Prepayment Premiums and Yield Maintenance Charges received in respect of 


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the Trust Subordinate Companion Loan in connection with a principal prepayment, voluntary or involuntary, that is part of the Stanwix Available Funds for such Distribution Date, from amounts deposited in the Trust Subordinate Companion Loan REMIC Distribution Account pursuant to Section 4.01(a) of this Agreement, as follows:

 

On any Distribution Date, the Certificate Administrator shall distribute each Prepayment Premium and Yield Maintenance Charge collected in respect of the Trust Subordinate Companion Loan in connection with a principal prepayment, voluntary or involuntary, that is part of the Stanwix Available Funds for such Distribution Date, to the Holders of the respective Classes of the Loan-Specific Principal Balance Certificates in an amount equal to, in the case of each such Class, the product of: (a) a fraction, not greater than one, the numerator of which is the amount distributed as principal to such Class on such Distribution Date, and the denominator of which is the aggregate amount distributed as principal to the Holders of all the Classes of Loan-Specific Principal Balance Certificates on such Distribution Date; (b) the Stanwix Base Interest Fraction for the related principal prepayment and such Class of Loan-Specific Certificates; and (c) the amount of the subject Prepayment Premium or the Yield Maintenance Charge, as applicable.

 

Any Yield Maintenance Charges or Prepayment Premiums collected in respect to the Trust Subordinate Companion Loan in connection with principal prepayments, voluntary or involuntary, that are part of the Stanwix Available Funds for any Distribution Date, to the extent remaining after the distributions described in the preceding paragraph (the “Stanwix IO Group YM Distribution Amount”) shall be allocated and distributed on such Distribution Date in the following manner:

 

(i)         first, to the Class SWX1 Certificates, in an amount equal to the product of (a) a fraction, the numerator of which is the aggregate amount of principal distributed to the Class SWA Certificates on such Distribution Date and the denominator of which is the Stanwix Principal Distribution Amount in respect of such Distribution Date, multiplied by (b) the Stanwix IO Group YM Distribution Amount; and 

 

(ii)         then, to the Class SWX2 Certificates, the Stanwix IO Group YM Distribution Amount remaining after such distribution to the holders of the Class SWX1 Certificates described in clause (i) above.

 


The “Stanwix Base Interest Fraction” for any principal prepayment on the Trust Subordinate Companion Loan and for any Class of the Loan-Specific Principal Balance Certificates shall be a fraction (not greater than one) (a) whose numerator is the greater of zero and the amount, if any, by which (i) the Pass-Through Rate on such Class of Loan-Specific Principal Balance Certificates exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment and (b) whose denominator is the amount, if any, by which (i) the Mortgage Rate on the Trust Subordinate Companion Loan exceeds (ii) the yield rate (as provided by the Master Servicer) used in calculating the Prepayment Premium or Yield Maintenance Charge, as applicable, with respect to such principal prepayment; provided, however, that if such yield rate is greater than or equal to the Mortgage Rate on the Trust Subordinate Companion Loan, then the Stanwix Base Interest Fraction shall be zero; provided, further, that if such yield rate is greater than or equal to the Mortgage Rate on the Trust Subordinate Companion Loan, but less 


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than the Pass-Through Rate described in the clause (a)(i) above, then the Base Interest Fraction shall be one.

 

The yield rate with respect to the Trust Subordinate Companion Loan shall be equal to the yield rate stated in the related Loan Documents, or if none is stated, shall be the yield rate which, when compounded monthly, is equivalent to the yield on the U.S. Treasury primary issue with a maturity date closest to the maturity date of the Trust Subordinate Companion Loan. In the event that there are: (a) two or more U.S. Treasury issues with the same coupon, the issue with the lower yield shall be selected and (b) two or more U.S. Treasury issues with maturity dates equally close to the maturity date of the Trust Subordinate Companion Loan, the issue with the earlier maturity date shall be selected.

 

(f)         Allocation of Realized Losses. On each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(b), the Certificate Administrator shall calculate the amount of any Pooled Realized Loss. Any allocation of Pooled Realized Losses to any Class of Pooled Principal Balance Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Pooled Realized Losses so allocated to any Class of Pooled Principal Balance Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. The allocation of Pooled Realized Losses shall constitute an allocation of losses and other shortfalls experienced by the Trust Fund. Reimbursement of previously allocated Pooled Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Certificates in respect of which any such reimbursement is made. If and to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Mortgage Loans and previously resulted in a reduction of the Principal Distribution Amount are subsequently recovered on the related Mortgage Loan, the amount of such recovery will be added to the Certificate Balances of the Classes of Pooled Principal Balance Certificates that previously were allocated Pooled Realized Losses, first, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, second, to the Class A-S Certificates, and then to the remainder of the Classes of Pooled Principal Balance Certificates in alphabetical order of Class designation, in each case up to the amount of the unreimbursed Pooled Realized Losses allocated to subject Class of Certificates. If the Certificate Balance of any Class of Pooled Principal Balance Certificates is so increased, the amount of unreimbursed Pooled Realized Losses of such Class of Pooled Certificates shall be decreased by such amount. In addition, the Interest Shortfall with respect to each affected Class of Pooled Regular Certificates for the next Distribution Date will be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down for the reimbursed Class of Pooled Principal Balance Certificates had never been written down.

 


The Certificate Balance of each Class of Pooled Principal Balance Certificates will be reduced without distribution on any Distribution Date as a write-off to the extent of any Pooled Realized Losses allocated to such Class of Certificates with respect to such date. Any such write-offs on any Distribution Date will be applied to the respective Classes of Pooled Principal Balance Certificates in the following order, in each case until the Certificate Balance of such Class is reduced to zero, and in the aggregate until the subject Pooled Realized Loss is allocated in full: first, to the Class NR-RR Certificates; second, to the Class G Certificates; third, to the Class F 


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Certificates; fourth, to the Class E Certificates; fifth, to the Class D Certificates; sixth, to the Class C Certificates; seventh, to the Class B Certificates; eighth, to the Class A-S Certificates; and finally, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based on their respective Certificate Balances. Any amounts recovered in respect of amounts previously written off as Pooled Realized Losses shall be distributed on the Classes of Pooled Principal Balance Certificates as a recovery of Pooled Realized Losses previously allocated to such Classes of Pooled Principal Balance Certificates in reverse order of allocation of Pooled Realized Losses thereto in accordance with Section 4.01(b) of this Agreement.

 

With respect to any Distribution Date, any Pooled Realized Loss allocated pursuant to this Section 4.01(f) to any Class of Pooled Principal Balance Certificates shall reduce the Lower-Tier Principal Balance of the Corresponding Lower-Tier Regular Interest as a write-off to the same extent as the reduction in the Certificate Balance of such Class of Pooled Principal Balance Certificates, and any increase in the Certificate Balance or Interest Shortfall of any Class of Pooled Regular Certificates pursuant to the first paragraph of this Section 4.01(f) (and, in the case of a Class of Pooled Class X Certificates, allocable to any Class X Component thereof in accordance with the third paragraph of Section 4.01(a) of this Agreement) shall result in an equal and corresponding increase in the Lower-Tier Principal Balance of or the interest distributable on the Corresponding Lower-Tier Regular Interest(s).

 

On each Distribution Date, immediately following the distributions to be made on such date pursuant to Section 4.01(c), the Certificate Administrator shall calculate the amount of any Stanwix Realized Loss. Any allocation of Stanwix Realized Losses to any Class of Loan-Specific Principal Balance Certificates shall be made by reducing the Certificate Balance thereof by the amount so allocated. Any Stanwix Realized Losses so allocated to any Class of Loan-Specific Principal Balance Certificates shall be allocated among the respective Certificates of such Class in proportion to the Percentage Interests evidenced thereby. Reimbursement of previously allocated Stanwix Realized Losses will not constitute distributions of principal for any purpose and will not result in an additional reduction in the Certificate Balance of the Class of Loan-Specific Certificates in respect of which a reimbursement is made. If and to the extent any Nonrecoverable Advances (plus interest thereon) that were reimbursed from principal collections on the Trust Subordinate Companion Loan and previously resulted in a reduction of the Stanwix Principal Distribution Amount are subsequently recovered on the Trust Subordinate Companion Loan or any related REO Property, the amount of such recovery will be added to the Certificate Balances of the Classes of Loan-Specific Principal Balance Certificates that previously were allocated Stanwix Realized Losses, first, to the Class SWA Certificates, second, to the Class SWC Certificates, third, to the Class SWD Certificates, fourth, to the Class SWE Certificates, and last, to the Class SWRR Certificates, in each case up to the lesser of (A) the unallocated portion of the amount of such recovery and (B) the amount of the unreimbursed Stanwix Realized Losses allocated to the subject Class of Certificates. If the Certificate Balance of any Class of Loan-Specific Principal Balance Certificates is so increased, the amount of unreimbursed Stanwix Realized Losses of such Class of Loan-Specific Certificates shall be decreased by such amount. In addition, the Interest Shortfall with respect to each affected Class of Loan-Specific Certificates for the next Distribution Date will be increased by the amount of interest that would have accrued through the then current Distribution Date if the restored write-down for the reimbursed Class of Loan-Specific Principal Balance Certificates had never been written down. 



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The Certificate Balance of each Class of Loan-Specific Principal Balance Certificates will be reduced without distribution on any Distribution Date as a write-off to the extent of any Stanwix Realized Losses allocated to such Class of Certificates with respect to such date. Any such write-offs on any Distribution Date will be applied to the respective Classes of Loan-Specific Principal Balance Certificates in the following order, in each case until the Certificate Balance of such Class is reduced to zero, and in the aggregate until the subject Stanwix Realized Loss is allocated in full: first, to the Class SWRR Certificates; second, to the Class SWE Certificates; third, to the Class SWD Certificates; fourth, to the Class SWC Certificates; and finally, to the Class SWA Certificates. Any amounts recovered in respect of amounts previously written off as Stanwix Realized Losses shall be distributed on the Classes of Loan-Specific Certificates as a recovery of Stanwix Realized Losses previously allocated to such Classes of Stanwix Balance Certificates in reverse order of allocation of Stanwix Realized Losses thereto in accordance with Section 4.01(d) of this Agreement.

 

With respect to any Distribution Date, any Stanwix Realized Loss allocated pursuant to this Section 4.01(f) to any Class of Loan-Specific Principal Balance Certificates shall reduce the Trust Subordinate Companion Loan REMIC Principal Balance of the Corresponding Trust Subordinate Companion Loan Regular Interest as a write-off to the same extent as the reduction in the Certificate Balance of such Class of Loan-Specific Principal Balance Certificates, and any increase in the Certificate Balance or Interest Shortfall of any Class of Loan-Specific Certificates pursuant to the fourth paragraph of this Section 4.01(f) (and, in the case of a Class of Loan-Specific Class X Certificates, allocable to any Class X Component thereof in accordance with the third paragraph of Section 4.01(a) of this Agreement) shall result in an equal and corresponding increase in the Trust Subordinate Companion Loan REMIC Principal Balance of or the interest distributable on the Corresponding Trust Subordinate Companion Loan Regular Interest(s).

 

(g)        All amounts distributable to a Class of Certificates pursuant to this Section 4.01 on each Distribution Date shall be allocated pro rata among the outstanding Certificates in each such Class based on their respective Percentage Interests. Such distributions shall be made on each Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related Record Date, (i) by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable to all subsequent distributions), or (ii) otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.

 


(h)        Except as otherwise provided in Section 9.01 with respect to an Anticipated Termination Date, the Certificate Administrator shall, as soon as reasonably practicable within the month preceding the month in which the final distribution with respect to any Class of Certificates is expected to be made, mail to each Holder of such Class of Certificates on such date a notice to the effect that: 


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(A)        the Certificate Administrator reasonably expects based upon information previously provided to it that the final distribution with respect to such Class of Certificates will be made on such Distribution Date, but only upon presentation and surrender of such Certificates at the office of the Certificate Administrator therein specified, and

 

(B)        if such final distribution is made on such Distribution Date, no interest shall accrue on such Certificates from and after such Distribution Date;

 

provided, that the Class R Certificates shall remain outstanding until no other Class of Certificates, Trust Subordinate Companion Loan Regular Interests or Lower-Tier Regular Interests are outstanding.

 

Any funds not distributed to any Holder or Holders of such Classes of Certificates on such Distribution Date because of the failure of such Holder or Holders to tender their Certificates shall, on such date, be set aside and held for the benefit of the appropriate non-tendering Holder or Holders. If any Certificates as to which notice has been given pursuant to this Section 4.01(h) shall not have been surrendered for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining non-tendering Holders to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering Holders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Holders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator hereunder and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Holders of the Class R Certificates. No interest shall accrue or be payable to any Holder on any amount held hereunder or by the Certificate Administrator as a result of such Holder’s failure to surrender its Certificate(s) for final payment thereof in accordance with this Section 4.01(h). Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.

 


(i)         Shortfalls in Pooled Available Funds resulting from Excess Prepayment Interest Shortfalls with respect to the Mortgage Loans shall be allocated to the respective Classes of Pooled Regular Certificates up to, and pro rata based upon, the respective Interest Accrual Amounts with respect to such Classes for the related Distribution Date. Shortfalls in Stanwix Available Funds resulting from Excess Prepayment Interest Shortfalls with respect to the Trust Subordinate Companion Loan shall be allocated to the respective Classes of Loan-Specific Certificates in accordance with the definition of “Stanwix Interest Distribution Amount.” Any such shortfalls allocated to a Class of Class X Certificates shall, in turn, be allocated to the related Class X Component(s) in accordance with the third paragraph of Section 4.01(a) of this Agreement. Shortfalls in Pooled Available Funds or Stanwix Available Funds, as applicable, 


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resulting from Excess Prepayment Interest Shortfalls with respect to the Mortgage Loans or the Trust Subordinate Companion Loan, as applicable, shall be allocated to the respective Lower-Tier Regular Interests or Trust Subordinate Companion Loan Regular Interests, as applicable, in the same manner and to the same extent as such shortfalls are allocated to the Corresponding Certificates and any Corresponding Components.

 

(j)         On the final Master Servicer Remittance Date, the Master Servicer shall withdraw from the Collection Account and deliver to the Certificate Administrator who shall distribute to the Mortgage Loan Sellers, any Loss of Value Payments relating to the Mortgage Loans that it is servicing and that were transferred from the Loss of Value Reserve Fund (i) to the Collection Account on the immediately preceding Master Servicer Remittance Date in accordance with Section 3.06(e)(v) of this Agreement or (ii) to the applicable Serviced Whole Loan Custodial Account on the immediately preceding Master Servicer Remittance Date in accordance with Section 3.06(g)(v) of this Agreement.

 

(k)        On each Distribution Date, any Excess Interest received with respect to the Mortgage Loans that are ARD Loans as of the related Determination Date (or, in the case of a Non-Serviced Mortgage Loan, as part of a distribution to the Trust during the month of) for such Distribution Date shall be distributed to the Holders of the Class S Certificates from the Excess Interest Distribution Account established pursuant to Section 3.05(k). Any Excess Interest remaining in the Excess Interest Distribution Account on the final Distribution Date shall be distributed to the Holders of the Class S Certificates.

 

Section 4.02      Statements to Certificateholders; Reports by Certificate Administrator; Other Information Available to the Holders and Others. (a) On each Distribution Date, the Certificate Administrator shall prepare and make available on the Certificate Administrator’s Website to each Certificateholder a statement (substantially in the form set forth as Exhibit K to this Agreement and based on the information set forth in (i) the CREFC® Investor Reporting Package (CREFC® IRP) prepared by the Master Servicer (other than the CREFC® Special Servicer Loan File) and the other reports prepared by the Master Servicer and Special Servicer relating to such Distribution Date, including the CREFC® Special Servicer Loan File, upon which information the Certificate Administrator may conclusively rely, in accordance with CREFC® guidelines and (ii) the CREFC® Reconciliation of Funds Template prepared by the Certificate Administrator) as to distributions made on such Distribution Date (each, a “Distribution Date Statement”) setting forth the following information:

 


(i)         the Record Date, Interest Accrual Period and Determination Date for such Distribution Date;

 

(ii)         the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Principal Balance Certificates in reduction of the related Certificate Balance;

 

(iii)        the aggregate amount of the distribution to be made on such Distribution Date to the Holders of each Class of Regular Certificates allocable to (A) the Interest Accrual Amount, and/or (B) Interest Shortfalls; 


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(iv)        the aggregate amount of Advances made in respect of the Distribution Date and the amount of interest paid on Advances since the prior Distribution Date (including, to the extent material, the general use of funds advanced and general source of funds for reimbursements);

 

(v)        the aggregate amount of compensation paid to the Trustee, the Certificate Administrator, CREFC®, the Operating Advisor and the Asset Representations Reviewer and servicing compensation paid to the Master Servicer and the Special Servicer for the relevant one-month period relating to such Distribution Date and any other fees or expenses accrued and paid from the Trust Fund;

 

(vi)        (A) the Pooled Available Funds and Stanwix Available Funds for the Distribution Date, (B) the total amount of all principal and/or interest distributions, as well as any other distributions (other than Prepayment Premiums and Yield Maintenance Charges), properly made on or in respect of any Class of Regular Certificates with respect to such Distribution Date and (C) any other cash flows received on the Mortgage Loans and applied to pay fees and expenses (including the components of the Pooled Available Funds and Stanwix Available Funds, or such other cash flows);

 

(vii)       the amount of the distribution on the Distribution Date to the Holders of any Class of Regular Certificates allocable to Prepayment Premiums and Yield Maintenance Charges;

 

(viii)      the accrued Interest Accrual Amount in respect of each Class of Regular Certificates for such Distribution Date;

 

(ix)        the Pass-Through Rate for each Class of Regular Certificates for the Distribution Date and the next succeeding Distribution Date;

 

(x)        the Principal Distribution Amount for the Distribution Date;

 

(xi)        the aggregate Certificate Balance or aggregate Notional Amount, as the case may be, of each Class of Certificates (other than the Class R Certificates), immediately before and immediately after such Distribution Date, separately identifying any reduction in the aggregate Certificate Balance (or, if applicable, the aggregate Notional Amount) of each such Class as a result of the allocation of any Pooled Realized Loss on such Distribution Date;

 


(xii)       the fraction, expressed as a decimal carried to at least eight places, the numerator of which is the then related Certificate Balance or Notional Amount, as applicable, and the denominator of which is the related initial aggregate Certificate Balance or Notional Amount, as applicable, for each Class of Regular Certificates immediately following the Distribution Date;

 

(xiii)      the amount of any Appraisal Reduction Amounts and Collateral Deficiency Amounts allocated as of such Distribution Date on a loan-by-loan basis and Cumulative Appraisal Reduction Amounts allocated as of such Distribution Date on an aggregate basis; 


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and the total Appraisal Reduction Amounts and Collateral Deficiency Amounts as of such Distribution Date allocated to each Class of Principal Balance Certificates;

 

(xiv)      the number and related Stated Principal Balance of any Mortgage Loans modified, extended or waived on a loan-by-loan basis since the Determination Date for the previous Distribution Date through and including the related Determination Date (including a description of any material modifications, extensions or waivers to Mortgage Loan terms, fees, penalties or payments during such one-month period or that have cumulatively become material over time);

 

(xv)       the amount of any remaining unpaid Interest Shortfalls for each Class of Regular Certificates as of the Distribution Date;

 

(xvi)      a loan-by-loan listing of each Mortgage Loan which was the subject of a Principal Prepayment (other than Liquidation Proceeds and Insurance Proceeds) since the Determination Date for the previous Distribution Date through and including the related Determination Date and the amount of such Principal Prepayment occurring, together with the aggregate amount of Principal Prepayments made during such one-month period;

 

(xvii)     a loan-by-loan listing of each Mortgage Loan that was defeased since the Determination Date for the previous Distribution Date through and including the related Determination Date;

 

(xviii)    the amount of the distribution to the Holders of each Class of Pooled Principal Balance Certificates on the Distribution Date attributable to reimbursement of Pooled Realized Losses;

 

(xix)      as to any Mortgage Loan repurchased by a Mortgage Loan Seller or otherwise liquidated or disposed of since the Determination Date for the previous Distribution Date through and including the related Determination Date, (A) the Loan Number of the related Mortgage Loan and (B) the amount of proceeds of any repurchase of a Mortgage Loan, Liquidation Proceeds and/or other amounts, if any, received thereon during such one-month period and the portion thereof included in the Pooled Available Funds and Stanwix Available Funds for such Distribution Date;

 

(xx)       the amount on deposit in each of the Interest Reserve Account and the Gain-on-Sale Reserve Account before and after giving effect to the distribution made on such Distribution Date (and any material account activity since the prior Distribution Date);

 


(xxi)      the then current credit support levels for each Class of Principal Balance Certificates;

 

(xxii)     [RESERVED]

 

(xxiii)    with respect to any REO Loan as to which the related Mortgaged Property became an REO Property during the preceding calendar month, the city, state, property type, latest Debt Service Coverage Ratio and the current Stated Principal Balance; 


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(xxiv)    with respect to any REO Property included in the Trust Fund at the close of business on the related Determination Date (A) the Loan Number of the related Mortgage Loan and (B) the value of such REO Property based on the most recent Appraisal or valuation;

 

(xxv)     with respect to any Serviced REO Property sold or otherwise disposed of since the Determination Date for the previous Distribution Date through and including the related Determination Date and for which a Final Recovery Determination has been made, (A) the Loan Number of the related Mortgage Loan, (B) the amount of any loss attributable to the related Mortgage Loan, (C) the amount of sale proceeds and other amounts, if any, received in respect of such Serviced REO Property since the Determination Date for the previous Distribution Date through and including the related Determination Date and the portion thereof included in the Pooled Available Funds and Stanwix Available Funds for such Distribution Date, (D) the date of the Final Recovery Determination and (E) any related Gain-on-Sale Proceeds deposited to the Gain-on-Sale Reserve Account;

 

(xxvi)    the amount of the distribution on the Distribution Date to the Holders of the Class S and Class R Certificates;

 

(xxvii)   material breaches of Mortgage Loan representations and warranties or any covenants under this Agreement or any Mortgage Loan Purchase Agreement of which the Certificate Administrator has received or delivered written notice;

 

(xxviii)   the identity of the Operating Advisor;

 

(xxix)    the amount of Pooled Realized Losses, Additional Trust Fund Expenses and Interest Shortfalls, if any, incurred with respect to the Mortgage Loans since the Determination Date for the previous Distribution Date through and including the related Determination Date and in the aggregate as of the related Distribution Date (except to the extent reimbursed or paid);

 

(xxx)     an itemized listing of any Disclosable Special Servicer Fees received by the Special Servicer or any of its Affiliates since the Determination Date for the previous Distribution Date through and including the related Determination Date;

 


(xxxi)    the identity of the Controlling Class;

 

(xxxii)   the identity of the Controlling Class Representative and the Stanwix Controlling Class Representative; and

 

(xxxiii)   such other information as contemplated by Exhibit K to this Agreement.

 

In the case of information furnished pursuant to sub-clauses (ii), (iii), (v), (vii), (viii), (xv) and (xviii) above, the amounts shall be expressed as a dollar amount in the aggregate for all Certificates of each applicable Class and per $1,000 of original Certificate Balance or Notional Amount, as the case may be.


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On
each Distribution Date, the Certificate Administrator shall also prepare and make available on the Certificate Administrator’s
Website to each Certificateholder a statement (substantially in the form set forth as Exhibit K to this Agreement and based
on the information set forth in (i) the CREFC® Investor Reporting Package (CREFC® IRP) prepared by the Master Servicer
(other than the CREFC® Special Servicer Loan File) and the other reports prepared by the Master Servicer, Certificate Administrator
and Special Servicer relating to such Distribution Date, including the CREFC® Special Servicer Loan File, upon which information
the Certificate Administrator may conclusively rely, in accordance with CREFC® guidelines and (ii) the CREFC® Reconciliation
of Funds Template prepared by the Certificate Administrator) as to distributions made on such Distribution Date on the Loan-Specific
Certificates (each, a “Loan-Specific Distribution Date Statement”; the Loan-Specific Distribution Date Statement
and the Pool Distribution Date Statement for each Distribution Date, together, a “Distribution Date Statement”)
setting forth the information described by clauses (i) through (xxxiii) as it relates solely to the Loan-Specific Certificates
and the portion of the Trust Fund composed of the Trust Subordinate Companion Loan (or any related REO Property).

 

The Certificate Administrator may omit any information from the Distribution Date Statement that the Certificate Administrator regards as confidential, so long as such information is not required to be disclosed pursuant to Item 1125 of Regulation AB. None of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall be responsible for the accuracy or completeness of any information supplied to it by a Borrower, the Depositor, any Sponsor, any party to this Agreement or a master servicer, a special servicer or other similar party under a Non-Serviced PSA or other third party that is included in any reports, statements, materials or information prepared or provided by the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator, as applicable. The Certificate Administrator shall be entitled to rely on such information provided to it by the Master Servicer or the Special Servicer without independent verification.

 

If and for so long as the Trust is subject to the reporting requirements of the Exchange Act, no Distribution Date Statement that is part of any SEC filing shall include references to the Rating Agencies or any ratings ascribed by any Rating Agency to any Class of Certificates.

 

On each Distribution Date, the Certificate Administrator shall make available to each Holder of a Class R Certificate a copy of the reports made available to the other Certificateholders on such Distribution Date and a statement setting forth the amounts, if any, actually distributed with respect to the Class R Certificates on such Distribution Date. Such obligation of the Certificate Administrator shall be deemed to have been satisfied to the extent that it provided substantially comparable information pursuant to any requirements of the Code as from time to time in force.

 

The Certificate Administrator has not obtained and shall not be deemed to have obtained actual knowledge of any information only by virtue of its receipt and posting of such information to the Certificate Administrator’s Website.

 


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


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was a Certificateholder of record, a report summarizing on an annual basis (if appropriate) the items provided to Certificateholders pursuant to clauses (ii) and (iii) above as to the applicable Class, aggregated for such calendar year or applicable portion thereof during which such person was a Certificateholder, together with such other information that the Certificate Administrator deems necessary or desirable, or that a Certificateholder or Certificate Owner reasonably requests, to enable such Certificateholders to prepare their federal income tax returns. Such information shall include the amount of original issue discount accrued on each Class of Certificates held by Persons other than Holders exempted from the reporting requirements and information regarding the expenses of the Trust Fund. Such requirement shall be deemed to be satisfied to the extent such information is provided pursuant to applicable requirements of the Code from time to time in force.

 

On each Distribution Date, the Certificate Administrator shall deliver the related Distribution Date Statement to the Depositor in electronic format to psastatements@ccre.com (or to such other address as the Depositor shall specify by written notice to the Certificate Administrator).

 

Upon receipt of any Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01(b), the Certificate Administrator shall include such summary in Item 1B on the Form 10-D in accordance with Section 10.04 for such period in which the Asset Review Report Summary was delivered.

 

(b)        The Certificate Administrator shall make available via the Certificate Administrator’s Website, to any Privileged Person (provided that the Prospectus, the Distribution Date Statements, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings will be made available to the general public, and provided, further that any Privileged Person that is a Borrower Party shall only be entitled to access documents made available to the general public) the following items, in each case to the extent received by the Certificate Administrator:

 

(i)         the following “deal documents”:

 

(A)        the Prospectus;

 

(B)        this Agreement, each sub-servicing agreement delivered to the Certificate Administrator from and after the Closing Date (if any), the Mortgage Loan Purchase Agreements and any amendments and exhibits hereto or thereto; and

 

(C)        the CREFC® Loan Setup File delivered to the Certificate Administrator by the Master Servicer;

 

(ii)         the following “SEC EDGAR filings”:

 

(A)        any reports on Forms 10-D, 10-K, 8-K and ABS-EE that have been filed by the Certificate Administrator with respect to the Trust through the EDGAR system;

 

(iii)        the following “periodic reports”:


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(A)        the Distribution Date Statements;

 

(B)        the supplemental reports and the CREFC® data files identified as such in the definition of “CREFC® Investor Reporting Package (CREFC® IRP)” (other than the CREFC® Loan Setup File), to the extent it has received or prepared such report or file; and

 

(C)        all Operating Advisor Annual Reports.

 

(iv)        the following “additional documents”:

 

(A)        the summary of any Final Asset Status Report delivered to the Certificate Administrator in electronic format;

 

(B)        any other Third Party Reports (or updates thereto) delivered to the Certificate Administrator in electronic format; and

 

(C)        the CREFC® Appraisal Reduction Template;

 

(v)        the following “special notices”:

 

(A)        any notice with respect to a release pursuant to Section 3.10(h);

 

(B)        all Special Notices;

 

(C)        notice of any waiver, modification or amendment of any term of any Mortgage Loan;

 

(D)        notice of final payment on the Certificates;

 

(E)        all notices of the occurrence of any Servicer Termination Events received by the Certificate Administrator;

 

(F)        notice of termination or resignation of the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee (and appointments of successors to the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer or the Trustee);

 

(G)        any notice to Certificateholders of the Operating Advisor’s recommendation to replace the Special Servicer and the related report prepared by the Operating Advisor in connection with such recommendation;

 

(H)        any notice of any request by Certificateholders entitled to the requisite percentage of Voting Rights or Pooled Voting Rights, as applicable, for a vote to terminate the Special Servicer, the Operating Advisor or the Asset Representations Reviewer;


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(I)         notice of the Certificate Administrator’s determination that an Asset Review Trigger is in effect and any other notice required to be delivered to the Certificateholders pursuant to Section 11.01;

 

(J)        any and all Officer’s Certificates and other evidence delivered to or by the Certificate Administrator to support its or the Master Servicer’s, the Trustee’s or the Special Servicer’s, as the case may be, determination that any Advance was (or, if made, would be) a Nonrecoverable Advance;

 

(K)        any notice of the termination of the Trust;

 

(L)        any notice of the occurrence and continuance, or termination, of a Control Termination Event;

 

(M)       any notice of the occurrence and continuance, or termination, of a Consultation Termination Event;

 

(N)        any notice of the occurrence and continuance, or termination, of an Operating Advisor Termination Event, a Stanwix Operating Advisor Consultation Event or a Stanwix Control Appraisal Period;

 

(O)        any notice of the occurrence of an Asset Representations Reviewer Termination Event;

 

(P)        any Proposed Course of Action Notice;

 

(Q)        all of the annual compliance statements and annual assessments as to compliance delivered to the Certificate Administrator since the Closing Date pursuant to Section 10.11 and Section 10.12 of this Agreement; and

 

(R)        all of the annual independent public accountants’ servicing reports caused to be delivered to the Certificate Administrator since the Closing Date pursuant to Section 10.13 of this Agreement;

 

(vi)        the Investor Q&A Forum;

 

(vii)       solely to Certificateholders and Certificate Owners, the Investor Registry; and

 

(viii)      the “Risk Retention” tab.

 

Notwithstanding the foregoing, all Excluded Information shall be made available under a separate tab or heading designated “Excluded Information” (and not under any of the tabs or headings described in items (i) through (vii) above) and made available to Privileged Persons other than Excluded Controlling Class Holders (unless loan-by-loan segregation is later performed by the Certificate Administrator in which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded Controlling Class Loans).


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Any Person that is a Borrower Party shall only be entitled to access (a) the Distribution Date Statements, and the following items made available to the general public: the Prospectus, this Agreement, the Mortgage Loan Purchase Agreements and the SEC filings on the Certificate Administrator’s Website, and (b) in the case of the Controlling Class Representative or a Controlling Class Certificateholder, if any such Person becomes an Excluded Controlling Class Holder, upon delivery to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in physical form (which may be in the form of a pdf attached to an email) of an investor certification substantially in the forms of Exhibit L-1D and Exhibit L-1E and upon delivery to the Certificate Administrator in physical form (which may be in the form of a pdf attached to an email) of an investor certification substantially in the form of Exhibit L-1F, which shall include each of the user ID’s for the Certificate Administrator’s website associated with such Excluded Controlling Class Holder, all information (other than Excluded Information) available on the Certificate Administrator’s Website (unless loan-by-loan segregation is later performed by the Certificate Administrator in which case such access by an Excluded Controlling Class Holder shall only be prohibited with respect to the related Excluded Controlling Class Loans).

 

In the case of the Controlling Class Representative or a Controlling Class Certificateholder that is not an Excluded Controlling Class Holder, upon delivery of an investor certification substantially in the form of Exhibit L-1B hereto, such Controlling Class Representative or Controlling Class Certificateholder shall be entitled to access all information on the Certificate Administrator’s Website. The Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee may each rely on (i) an investor certification in the form of Exhibit L-1B hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person is not an Excluded Controlling Class Holder and (ii) an investor certification in the form of Exhibit L-1D hereto from the Controlling Class Representative or a Controlling Class Certificateholder to the effect that such Person is an Excluded Controlling Class Holder with respect to one or more Excluded Controlling Class Loan(s). In the event the Controlling Class Representative, any Controlling Class Certificateholder, the Stanwix Controlling Class Representative or any Stanwix Controlling Class Certificateholder becomes an Excluded Controlling Class Holder, such party shall promptly notify each of the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator and the Trustee in writing substantially in the form of Exhibit L-1E that such party is an Excluded Controlling Class Holder and identify the Excluded Controlling Class Loan(s) and thereafter shall not be entitled to any Excluded Information related to such Excluded Controlling Class Loan(s) and made available on the Certificate Administrator’s Website. With respect to any Excluded Information, each of the Master Servicer, the Special Servicer and the Operating Advisor shall mark or label such information as “Excluded Information” prior to delivery to the Certificate Administrator, and the Certificate Administrator shall segregate on the Certificate Administrator’s Website such Excluded Information (and may be segregated on loan-by-loan basis) from information relating to other Mortgage Loans. Notwithstanding anything herein to the contrary, each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively assume that the Controlling Class Representative and all beneficial owners of the Certificates of the Controlling Class are not Excluded Controlling Class Holders except to the extent that the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, has received such notice from the Controlling Class Representative or a Controlling Class Certificateholder that it has become an 

 


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Excluded Controlling Class Holder. None of the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator shall be liable for any communication to the Controlling Class Representative or Controlling Class Certificateholder or disclosure of Excluded Information if the Master Servicer, the Special Servicer, the Operating Advisor or the Certificate Administrator, as applicable, did not receive prior written notice that the related Mortgage Loan is an Excluded Controlling Class Loan (including, in the case of a summary of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and/or any failure to label any such information provided to the Certificate Administrator).

 


Each of the Master Servicer, the Special Servicer, the Operating Advisor and the Certificate Administrator shall be entitled to conclusively rely on (i) any written notice from the Controlling Class Representative or a Controlling Class Certificateholder that it is no longer an Excluded Controlling Class Holder and (ii) any certification delivered by the Controlling Class Representative or a Controlling Class Certificateholder, as applicable, substantially in the form of Exhibit L1-B that such Person is no longer an Excluded Controlling Class Holder. To the extent the Controlling Class Representative or a Controlling Class Certificateholder receives access pursuant to this Agreement to any Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded Information, such Controlling Class Representative or Controlling Class Certificateholder shall be deemed to have agreed that it (i) will not directly or indirectly provide any information related to the Excluded Controlling Class Loan to the related Borrower or to any Excluded Controlling Class Holder or (A) any employees or personnel of such Controlling Class Representative or Controlling Class Certificateholder or any Affiliate involved in the management of any investment in the related Borrower or the related Mortgaged Property or (B) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the related Borrower, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order to comply with the obligations described in clause (i) above.

 

To the extent the Risk Retention Consultation Party or the Holder of the VRR Interest receives access pursuant to this Agreement to any information solely related to a Mortgage Loan with respect to which such party is a Borrower Party (which shall include any Asset Status Reports, Final Asset Status Reports (or summaries thereof), inspection reports related to Specially Serviced Loans conducted by the Special Servicer or any Excluded Special Servicer and which may include any Operating Advisor reports delivered to the Certificate Administrator regarding the Special Servicer’s net present value determination or any Appraisal Reduction Amount calculations delivered pursuant to Section 3.31 and any Officer’s Certificates delivered by the Trustee, the Master Servicer or the Special Servicer, supporting any determination that any Advance was (or, if made, would be) a Nonrecoverable Advance, but in each case other than information with respect to such Mortgage Loan that is aggregated with information of other Mortgage Loans at a pool level, on the Certificate Administrator’s Website or otherwise receives access to such information, such Risk Retention Consultation Party or Holder of the VRR Interest shall be deemed to have agreed that it (i) will not directly or indirectly provide any such information to (A) the related Borrower Party, (B) any employees or personnel of such Risk Retention Consultation Party or Holder of the VRR Interest or any of its Affiliates involved in the management of any investment in the related Borrower Party or the related Mortgaged Property or (C) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in 

 


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the
related Borrower Party, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in
order to comply with the obligations described in clause (i) above. For the avoidance of doubt, any file or report contained in
the CREFC® Investor Reporting Package (CREFC® IRP) (other than the CREFC® Special Servicer Loan File relating to
any such Excluded Mortgage Loan) shall be considered information that is aggregated with information of other Mortgage Loans at
a pool level.

 


The Certificate Administrator makes no representations or warranties as to the accuracy or completeness of such information and assumes no responsibility therefor. In addition, the Certificate Administrator may disclaim responsibility for any information distributed by the Certificate Administrator for which it is not the original source. The Certificate Administrator shall not be responsible for the accuracy or completeness of any information supplied to it by the Master Servicer or Special Servicer that is included in any reports, statements, materials or information prepared or provided by the Master Servicer or Special Servicer, as applicable, and the Certificate Administrator shall be entitled to conclusively rely upon the Master Servicer’s reports and the Special Servicer’s reports without any duty or obligation to recompute, verify or re-evaluate any of the amounts or other information stated therein. In connection with providing access to the Certificate Administrator’s Internet website, the Certificate Administrator may require registration and the acceptance of a disclaimer. The Certificate Administrator shall not be liable for the dissemination of information in accordance herewith. Notwithstanding anything herein to the contrary, the Certificate Administrator shall not be liable for any Excluded Information to the extent such information was included in any summary of an Asset Status Report or Final Asset Status Report delivered to the Certificate Administrator for posting to the Certificate Administrator’s Website and not properly identified as Excluded Information.

 

The Certificate Administrator shall have no any liability for access by an Excluded Controlling Class Holder to the Certificate Administrator’s Website of any information with respect to which such Excluded Controlling Class Holder is prohibited from accessing pursuant to this Agreement if such Excluded Controlling Class Holder provided an Investor Certification but did not indicate it was a Borrower Party.

 

The provisions in this Section shall not limit the Master Servicer’s ability to make accessible certain information regarding the Mortgage Loans at a website maintained by the Master Servicer.

 


(c)        The Certificate Administrator shall make available, only to Privileged Persons, the Investor Q&A Forum. The “Investor Q&A Forum” shall be a service available on the Certificate Administrator’s Website, where (i) Certificateholders and Certificate Owners who are Privileged Persons may (A) submit questions to the Certificate Administrator relating to the Distribution Date Statement, (B) submit questions to the Master Servicer or the Special Servicer, as applicable, relating to the reports being made available pursuant to this Section 4.02(c), the Serviced Mortgage Loans, the Trust Subordinate Companion Loan or the related Mortgaged Properties and (C) submit questions to the Operating Advisor relating to the Operating Advisor Annual Reports or actions by the Master Servicer or the Special Servicer as to which the Operating Advisor has consultation rights, whether or not referenced in any Operating Advisor Annual Reports or other reports prepared by the Operating Advisor (collectively, “Inquiries”), and (ii) Privileged Persons may view Inquiries that have been previously submitted and answered, 

 


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together with the answers thereto. Upon receipt of an Inquiry for the Master Servicer, the Special Servicer or the Operating Advisor, the Certificate Administrator shall forward the Inquiry to the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, (and in the case of an inquiry relating to a Non-Serviced Mortgage Loan, to the applicable party under the Non-Serviced PSA) in each case within a commercially reasonable period following receipt thereof. Following receipt of an Inquiry, the Certificate Administrator, the Master Servicer, the Special Servicer (other than with respect to the Non-Serviced Mortgage Loans or related Mortgaged Properties) or the Operating Advisor, as applicable, unless it determines not to answer such Inquiry as provided below, shall reply to the Inquiry, which reply of the Master Servicer, Special Servicer or the Operating Advisor shall be sent by email to the Certificate Administrator. The Certificate Administrator shall post (within a commercially reasonable period following preparation or receipt of such answer, as the case may be) such Inquiry and the related answer to the Investor Q&A Forum. If the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor determines, in its respective sole discretion, that (i) any Inquiry is beyond the scope outlined above, (ii) answering any Inquiry would not be in the best interests of the Trust and/or the Certificateholders, (iii) answering any Inquiry would be in violation of applicable law, this Agreement or the applicable Loan Documents, (iv) answering any Inquiry would materially increase the duties of, or result in significant additional cost or expense to, the Certificate Administrator, the Master Servicer, the Special Servicer or the Operating Advisor, as applicable, (v) answering such inquiry would require the disclosure of Privileged Information (subject to the Privileged Information Exception), (vi) answering such inquiry would or is reasonably expected to result in a waiver of an attorney-client privilege or the disclosure of attorney work product or (vii) answering any Inquiry is otherwise not advisable for any reason, it shall not be required to answer such Inquiry and, in the case of the Master Servicer, the Special Servicer or the Operating Advisor, shall promptly notify the Certificate Administrator, and the Certificate Administrator shall not post such Inquiry on the Investor Q&A Forum. In addition, no party shall post or otherwise disclose any direct communications with the Directing Holder or the Risk Retention Consultation Party as part of its response to any Inquiry. The Certificate Administrator shall notify the Person who submitted such Inquiry if the Inquiry will not be answered. The Certificate Administrator shall not be required to post to the Investor Q&A Forum any Inquiry or answer thereto that the Certificate Administrator determines, in its sole discretion, is administrative or ministerial in nature. The Investor Q&A Forum will not reflect questions, answers and other communications between the Certificate Administrator or any other Person which are not submitted via the Investor Q&A Forum. In the case of an Inquiry relating to a Non-Serviced Mortgage Loan, the Certificate Administrator shall make reasonable efforts to obtain an answer from the related non-serviced master servicer or the related non-serviced special servicer, as applicable; provided that the Certificate Administrator shall not be responsible for the content of such answer or any delay or failure to obtain such answer.

 


(d)        The Certificate Administrator shall make available to any Certificateholder and Certificate Owner, the Investor Registry. The “Investor Registry” shall be a voluntary service available on the Certificate Administrator’s Website, where Certificateholders and Certificate Owners can register and thereafter obtain contact information with respect to any other Certificateholder or Certificate Owner that has so registered. Any person registering to use the Investor Registry will be required to certify that (a) it is a Certificateholder or a Certificate Owner and (b) it grants authorization to the Certificate Administrator to make its name and contact information available on the Investor Registry for at least 45 days from the date of such


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certification to other registered Certificateholders and registered Certificate Owners. Such Person shall then be asked to enter certain mandatory fields such as the individual’s name, the company name and email address, as well as certain optional fields such as address, phone, and Class(es) of Certificates owned. If any Certificateholder or Certificate Owner notifies the Certificate Administrator that it wishes to be removed from the Investor Registry (which notice may not be within 45 days of its registration), the Certificate Administrator shall promptly remove it from the Investor Registry. The Certificate Administrator will not be responsible for verifying or validating any information submitted on the Investor Registry, or for monitoring or otherwise maintaining the accuracy of any information thereon. The Certificate Administrator may require acceptance of a waiver and disclaimer for access to the Investor Registry.

 

(e)        The Master Servicer may at its sole cost and expense, but is not required to, make any of the reports or files it delivers pursuant to this Agreement available on the Master Servicer’s Website only with the use of a password, in which case the Master Servicer shall provide such password to (i) the other parties to this Agreement, who by their acceptance of such password shall be deemed to have agreed not to disclose such password to any other Person and (ii) each Certificateholder and prospective Certificateholder who requests such password, provided that any such Certificateholder or prospective Certificateholder, as the case may be, has delivered an Investor Certification to the Trustee, the Certificate Administrator and the Master Servicer. In connection with providing access to the Master Servicer’s Website, the Master Servicer may require registration and the acceptance of a disclaimer and otherwise (subject to the preceding sentence) adopt reasonable rules and procedures, which may include, to the extent the Master Servicer deems necessary or appropriate, conditioning access on execution of an agreement governing the availability, use and disclosure of such information, and which may provide indemnification to the Master Servicer for any liability or damage that may arise therefrom. The Master Servicer shall not be liable for dissemination of this information in accordance with this Agreement, provided that such information otherwise meets the requirements set forth herein with respect to the form and substance of such information or reports. The Master Servicer shall be entitled to attach to any report provided pursuant to this subsection, any reasonable disclaimer with respect to information provided, or any assumptions required to be made by such report. Notwithstanding anything herein to the contrary, the Master Servicer may, at its sole cost and expense, make available by electronic media, bulletin board service or Internet website any reports or other information the Master Servicer is required or permitted to provide to any Borrower with respect to such Borrower’s Mortgage Loan or Serviced Whole Loan to the extent such action does not conflict with the terms of this Agreement, the terms of the related Loan Documents or applicable law. If the Master Servicer is required to deliver any statement, report or other information under any provision of this Agreement, then, the Master Servicer may satisfy such obligation by (x) physically delivering a paper copy of such statement, report or information, (y) delivering such statement, report or information in a commonly used electronic format, or (z) making such statement, report or information available on its website, unless this Agreement expressly specifies a particular method of delivery; provided that all reports required to be delivered to the Certificate Administrator shall be delivered in accordance with clause (x) or (y) or, upon request, clause (z).

 


(f)         Subject to Section 3.13, the Special Servicer shall from time to time (and, in any event, as may be reasonably required by the Master Servicer) provide the Master Servicer with such information in its possession regarding the Specially Serviced Loans and REO Properties


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as may be reasonably necessary for the Master Servicer to prepare each report and any supplemental information to be provided by the Master Servicer to the Certificate Administrator. Neither the Certificate Administrator nor the Depositor shall have any obligation to recompute, verify or recalculate the information provided thereto by the Master Servicer. Unless the Certificate Administrator has actual knowledge that any report or file received from the Master Servicer contains erroneous information, the Certificate Administrator is authorized to rely thereon in calculating and making distributions to Certificateholders and allocating Pooled Realized Losses, to the Certificates in accordance with Section 4.01 of this Agreement and preparing the statements to Certificateholders required by Section 4.02(a) of this Agreement.

 

(g)        As soon as reasonably practicable, upon the written request of and at the expense of any Certificateholder, the Certificate Administrator shall provide the requesting Certificateholder with such information that is in the Certificate Administrator’s possession or can reasonably be obtained by the Certificate Administrator as is requested by such Certificateholder, for purposes of satisfying applicable reporting requirements under Rule 144A under the Securities Act. Neither the Certificate Registrar nor the Certificate Administrator shall have any responsibility for the sufficiency under Rule 144A or any other securities laws of any available information so furnished to any person including any prospective purchaser of a Certificate or any interest therein, nor for the content or accuracy of any information so furnished which was prepared or delivered to them by another.

 

(h)        The Certificate Administrator shall make available at its offices, during normal business hours, upon not less than two Business Days prior notice, for review by any Privileged Person and any Serviced Companion Loan Noteholder that is a Privileged Person (solely with respect to items (ii) and (iii), to the extent such information relates to the related Serviced Companion Loan), originals or copies of documents relating to the Mortgage Loans and any related REO Properties to the extent in its possession, including, without limitation, the following items (except to the extent prohibited by applicable law or under any of the related Loan Documents):

 

(i)         any and all notices and reports delivered to the Certificate Administrator with respect to any Mortgaged Property as to which the environmental testing contemplated by Section 3.10(f) of this Agreement revealed that neither of the conditions set forth in clauses (i) and (ii) thereof was satisfied;

 

(ii)         the most recent annual (or more frequent, if available) operating statements, rent rolls (to the extent such rent rolls have been made available by the related Borrower) and/or lease summaries and retail sales information, if any, received from the Master Servicer or the Special Servicer in respect to each Mortgaged Property;

 

(iii)        the Mortgage File, including any and all modifications, waivers and amendments of the terms of a Mortgage Loan or Serviced Whole Loan entered into by the Master Servicer and/or the Special Servicer and delivered to the Certificate Administrator; and

 


(iv)        any other information that may be necessary to satisfy the requirements of subsection (d)(4)(i) of Rule 144A under the Securities Act.


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The Certificate Administrator may require a Privileged Person to execute a confidentiality agreement prior to granting access to such information. Copies of any and all of the foregoing items will be available from the Certificate Administrator upon request. The Certificate Administrator will be permitted to require payment by the requesting party (other than a Rating Agency) of a sum sufficient to cover the reasonable costs and expenses of making such information available and providing any copies thereof. The Certificate Administrator’s obligation under this Section 4.02(h) to make available any document is subject to the Certificate Administrator’s receipt of such document.

 

The Certificate Administrator shall not be liable for providing or disseminating information in accordance with the terms of this Agreement.

 

(i)         The Depositor hereby authorizes the Certificate Administrator to make available to any Financial Market Publisher or such other vendor chosen by the Depositor that submits to the Certificate Administrator a certification substantially in the form of Exhibit L-2 to this Agreement, all the Distribution Date Statements, CREFC® reports and supplemental notices delivered or made available pursuant to this Section 4.02 to Privileged Persons.

 

Section
4.03      Compliance with Withholding Requirements. Notwithstanding any other provision of this
Agreement, the Paying Agent shall comply with all federal withholding requirements with respect to payments to Certificateholders
and other payees of interest, original issue discount or other amounts that the Paying Agent reasonably believes are applicable
under the Code. The consent of Certificateholders or payees shall not be required for any such withholding. If the Paying Agent
or its agent withholds any amount from interest, original issue discount payments or other amounts or advances thereof to any
Certificateholder or payee pursuant to federal withholding requirements, the Paying Agent shall indicate the amount withheld to
such Certificateholder or payee. Any amount so withheld shall be treated as having been distributed to such Certificateholder
for all purposes of this Agreement.

 

Section
4.04      REMIC Compliance. (a) The parties intend that each of the Lower-Tier REMIC, the Trust
Subordinate Companion Loan REMIC and the Upper-Tier REMIC shall constitute, and that the affairs of each of the Lower-Tier REMIC,
the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC shall be conducted so as to qualify it as, a “real estate
mortgage investment conduit” as defined in, and in accordance with, the REMIC Provisions at all times any Certificates are
outstanding, and the provisions hereof shall be interpreted consistently with this intention. In furtherance of such intention,
the Certificate Administrator shall, to the extent permitted by applicable law, act as agent, and is hereby appointed to act as
agent, of each such Trust REMIC and shall on behalf of each such Trust REMIC:

 

(i)         make or cause to be made an election, on behalf of each of the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC, to be treated as a REMIC on Form 1066 for its first taxable year, in accordance with the REMIC Provisions;

 


(ii)         prepare and timely file, or cause to be prepared and timely filed, and cause the Trustee to sign (and the Trustee shall sign), all required Tax Returns for the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC, 


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using a calendar year as the taxable year for each of such Trust REMIC as required by the REMIC Provisions and other applicable federal, state or local income tax laws;

 

(iii)        prepare and forward, or cause to be prepared and forwarded, to the Certificateholders and the IRS and applicable state and local tax authorities all information reports as and when required to be provided to them in accordance with the REMIC Provisions;

 

(iv)        if the filing or distribution of any documents of an administrative nature not addressed in clauses (i) through (iii) of this Section 4.04(a) is then required by the REMIC Provisions in order to maintain the status of the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC as a REMIC or is otherwise required by the Code, prepare and file or distribute, or cause to be prepared and signed and filed or distributed, such documents with or to such Persons when and as required by the REMIC Provisions or the Code or comparable provisions of state and local law;

 

(v)        within 30 days of the Closing Date, obtain a taxpayer identification number for each of the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC on IRS Form SS-4 and furnish or cause to be furnished to the IRS, on Form 8811 or as otherwise may be required by the Code, the name, title and address of the person that the Certificateholders may contact for tax information relating thereto (and the Certificate Administrator shall act as the representative of each Trust REMIC for this purpose), together with such additional information as may be required by such Form, and shall update such information at the time or times and in the manner required by the Code (and the Depositor agrees within 10 Business Days of the Closing Date to provide any information reasonably requested by the Master Servicer, the Special Servicer or the Certificate Administrator and necessary to complete such Forms); and

 

(vi)        maintain such records relating to the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC as may be necessary to prepare the foregoing returns, schedules, statements or information, such records, for federal income tax purposes, to be maintained on a calendar year and on an accrual basis.

 

The Certificate Administrator shall be the “partnership representative” of each Trust REMIC (within the meaning of Code Section 6223, to the extent such provision is applicable to the Trust REMICs). The Certificate Administrator shall make any elections allowed under the Code (i) to avoid the application of Section 6221 of the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any residual interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance thereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as “partnership representative” of each Trust REMIC that can be designated under the Code.

 


The Certificate Administrator shall not intentionally take any action or intentionally omit to take any action if, in taking or omitting to take such action, the Certificate Administrator has actual knowledge that such action or omission (as the case may be) would cause the termination


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of the REMIC status of any Trust REMIC or the imposition of tax on any Trust REMIC (other than a tax on income expressly permitted to be received by the terms of this Agreement). Notwithstanding any provision of this paragraph to the contrary, the Certificate Administrator shall not be required to take any action that the Certificate Administrator in good faith believes to be inconsistent with any other provision of this Agreement, nor shall the Certificate Administrator be deemed in violation of this paragraph if it takes any action expressly required or authorized by any other provision of this Agreement, and the Certificate Administrator shall have no responsibility or liability with respect to any act or omission of the Depositor, the Trustee, the Master Servicer or the Special Servicer which does not enable the Certificate Administrator to comply with any of clauses (i) through (vi) of the first paragraph of this Section 4.04(a) or which results in any action contemplated by clauses (i) or (ii) of the next succeeding sentence. In this regard the Certificate Administrator shall (i) exercise reasonable care not to allow the occurrence of any “prohibited transactions” within the meaning of Section 860F(a) of the Code, unless the party seeking such action shall have delivered to the Certificate Administrator an Opinion of Counsel (at such party’s expense) that such occurrence would not (A) result in a taxable gain, (B) otherwise subject the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to tax (other than a tax at the highest marginal corporate tax rate on net income from foreclosure property), or (C) cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC; and (ii) exercise reasonable care not to allow the Trust Fund to receive any contributions, or any income from the performance of services or from assets not permitted under the REMIC Provisions to be held by a REMIC (provided, that the receipt of any income expressly permitted or contemplated by the terms of this Agreement shall not be deemed to violate this clause). None of the Master Servicer, the Special Servicer, the Trustee or the Depositor shall be (i) permitted to take any action that the Certificate Administrator would not be permitted to take pursuant to the preceding two sentences or (ii) responsible or liable (except in connection with taking any act or omission referred to in the two preceding sentences or the following sentence) for any failure by the Certificate Administrator to comply with the provisions of this Section 4.04. The Depositor, the Trustee, the Master Servicer and the Special Servicer shall cooperate in a timely manner with the Certificate Administrator in supplying any information within the Depositor’s, the Trustee’s, the Master Servicer’s or the Special Servicer’s control (other than any confidential information) that is reasonably necessary to enable the Certificate Administrator to perform its duties under this Section 4.04.

 

The Certificate Administrator shall be responsible for the preparation of IRS Form W-9, if requested. The Trustee shall be entitled to rely on any information contained therein and is hereby directed to execute such IRS Form W-9; provided, that the Certificate Administrator shall be directed to execute such IRS Form W-9 (in lieu of the Trustee) if permitted by applicable Treasury Regulations.

 


(b)        The following assumptions are to be used for purposes of determining the anticipated payments of principal and interest for calculating the original yield to maturity and original issue discount with respect to the Regular Certificates: (i) each Mortgage Loan and the Trust Subordinate Companion Loan will pay principal and interest in accordance with its terms and scheduled payments will be timely received on their Due Dates, provided that the Mortgage Loans and the Trust Subordinate Companion Loan will prepay in accordance with the Prepayment Assumption; (ii) none of the Sole Certificateholder, the Master Servicer, the Special Servicer and the Certificateholder owning a majority of the Percentage Interests in the Controlling Class will

 


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exercise the right described in Section 9.01 of this Agreement to cause early termination of the Trust Fund; and (iii) no Mortgage Loan is repurchased or substituted for by a Mortgage Loan Seller pursuant to the terms of the related Mortgage Loan Purchase Agreement.

 

Section 4.05      Imposition of Tax on the Trust Fund. If any tax, including interest, penalties or assessments, additional amounts or additions to tax, is imposed on the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC, such tax shall be charged against amounts otherwise distributable to the Holders of the Certificates; provided that any taxes imposed on any net income from foreclosure property pursuant to Section 860G(d) of the Code or any similar tax imposed by a state or local jurisdiction shall instead be treated as an expense of the related Serviced REO Property in determining Net REO Proceeds with respect to the Serviced REO Property (and until such taxes are paid, the Special Servicer from time to time shall withdraw from amounts in the REO Account (and, in the case of any Serviced Whole Loan, from amounts in the Serviced Whole Loan REO Account) allocable to the Mortgage Loans and transfer to the Certificate Administrator amounts reasonably determined by the Certificate Administrator to be necessary to pay such taxes, which the Certificate Administrator shall maintain in a separate, non-interest-bearing account, and the Certificate Administrator shall send to the Special Servicer for deposit in the REO Account (or, if applicable, the Serviced Whole Loan REO Account) the excess determined by the Certificate Administrator from time to time of the amount in such account over the amount necessary to pay such taxes) and shall be paid therefrom; provided that any such tax imposed on net income from foreclosure property that exceeds the amount in any such reserve shall be retained from Pooled Available Funds or Stanwix Available Funds, as applicable, as provided in Section 3.06(a)(xii) or, in the case of any Serviced Whole Loan, in Section 3.06(b)(xiii), and the next sentence. Except as provided in the preceding sentence, the Certificate Administrator is hereby authorized to and shall retain or cause to be retained from Available Funds sufficient funds to pay or provide for the payment of, and to actually pay, such tax as is legally owed by the applicable Trust REMIC (but such authorization shall not prevent the Trustee from contesting, at the expense of the Trust Fund or in the case of a Serviced Whole Loan with a Serviced Pari Passu Companion Loan, on a pro rata basis as between the related Mortgage Loan and any related Serviced Pari Passu Companion Loan (based on their respective outstanding principal balances)) any such tax in appropriate proceedings, and withholding payment of such tax, if permitted by law, pending the outcome of such proceedings). The Certificate Administrator is hereby authorized to and shall segregate or cause to be segregated, into a separate non-interest bearing account, (i) the net income allocable to the Mortgage Loans or the Trust Subordinate Companion Loan from any “prohibited transaction” under Section 860F(a) of the Code or (ii) the amount of any contribution to the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC after the Startup Day that is subject to tax under Section 860G(d) of the Code and use such income or amount, to the extent necessary, to pay such tax (and return the balance thereof, if any, to the Collection Account, the Trust Subordinate Companion Loan REMIC Distribution Account, the Lower-Tier REMIC Distribution Account or the Upper-Tier REMIC Distribution Account). To the extent that any such tax is paid to the IRS, the Certificate Administrator shall retain an equal amount from future amounts otherwise distributable to the Holders of the Class R Certificates in respect of the related residual interest and shall distribute such retained amounts to the Holders of Regular Certificates, or the Trustee as Holder of the Trust Subordinate Companion Loan Regular Interests and the Lower-Tier Regular Interests, until they are fully reimbursed and then to the Holders of the Class R Certificates in respect of the related residual interest. Neither the Master Servicer, the Special Servicer, the 

 


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Certificate Administrator, nor the Trustee shall be responsible for any taxes imposed on the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC except to the extent such tax is attributable to a breach of a representation or warranty or the negligence or willful misconduct of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee or an act or omission of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee in contravention of this Agreement, provided, further, that such breach, act or omission could result in liability under Section 6.03 of this Agreement, in the case of the Master Servicer, Section 4.04 of this Agreement, in the case of the Trustee or Section 4.04 of this Agreement, in the case of the Certificate Administrator in accordance with the standard of liability set forth in those sections. Notwithstanding anything in this Agreement to the contrary, in each such case, the Master Servicer or the Special Servicer shall not be responsible for the Trustee’s or the Certificate Administrator’s breaches, acts or omissions, the Trustee shall not be responsible for the breaches, acts or omissions of the Certificate Administrator, the Master Servicer or the Special Servicer and the Certificate Administrator shall not be responsible for the breaches, acts or omissions of the Trustee, the Master Servicer or the Special Servicer.

 

Section 4.06      Remittances. On the Master Servicer Remittance Date immediately preceding each Distribution Date, the Master Servicer with respect to the Mortgage Loans that it is servicing and the Trust Subordinate Companion Loan shall:

 

(i)         remit to the Certificate Administrator for deposit (A) in the Lower-Tier REMIC Distribution Account an amount equal to Prepayment Premiums and Yield Maintenance Charges received in respect of the Mortgage Loans and corresponding to principal prepayments, voluntary or involuntary, included in the Pooled Available Funds for such Distribution Date and (B) in the Trust Subordinate Companion Loan REMIC Distribution Account an amount equal to the Prepayment Premiums and Yield Maintenance Charges received in respect of the Trust Subordinate Companion Loan and corresponding to principal prepayments, voluntary or involuntary, included in the Stanwix Available Funds for such Distribution Date;

 


(ii)         remit to the Certificate Administrator for deposit in the Gain-on-Sale Reserve Account in accordance with Section 3.05(i) of this Agreement, Gain-on-Sale Proceeds allocable to any Mortgage Loan (exclusive of any Gain-on-Sale Proceeds allocable to the Trust Subordinate Companion Loan) then on deposit in the Collection Account or any Serviced Whole Loan Custodial Account;

 

(iii)        remit to the Certificate Administrator for deposit (A) in the Lower-Tier REMIC Distribution Account an amount equal to the aggregate of the Pooled Available Funds for such Distribution Date and (B) in the Trust Subordinate Companion Loan REMIC Distribution Account an amount equal to the aggregate of the Stanwix Available Funds for such Distribution Date;

 

(iv)        remit to the Certificate Administrator for deposit in the Excess Interest Distribution Account an amount equal to the Excess Interest for the benefit of the Class S Certificateholders received by the Master Servicer as of the Determination Date for such Distribution Date (and not previously so remitted); and

 


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(v)        remit to CREFC® the CREFC® Intellectual Property Royalty License Fee.

 

Section 4.07      P&I Advances. (a) On or before 3:00 p.m. (New York City time) on each Master Servicer Remittance Date, the Master Servicer shall in the case of all Mortgage Loans, the Trust Subordinate Companion Loan and any REO Loans (including any portion of an REO Loan related to the Trust Subordinate Companion Loan but excluding any portion of an REO Loan related to any other Companion Loan) either (i) remit to the Certificate Administrator for deposit into the Lower-Tier REMIC Distribution Account or the Trust Subordinate Companion Loan REMIC Distribution Account, as applicable, from its own funds an amount equal to the aggregate amount of P&I Advances, if any, to be made in respect of the related Distribution Date, (ii) apply amounts held in the Collection Account or the applicable Serviced Whole Loan Custodial Account for future distribution to Certificateholders in subsequent months in discharge of any such obligation to make P&I Advances; provided, that such amounts in the applicable Serviced Whole Loan Custodial Account shall only be applied up to the related Mortgage Loan’s pro rata share of the amounts held therein on such date, or (iii) make P&I Advances in the form of any combination of (i) and (ii) aggregating the total amount of P&I Advances to be made by the Master Servicer, except that the portion of such P&I Advance equal to the CREFC® Intellectual Property Royalty License Fee for each such Mortgage Loan shall not be remitted to the Certificate Administrator but shall instead be remitted to CREFC®. Any amounts held in the Collection Account or any Serviced Whole Loan Custodial Account, as applicable, for future distribution and so used to make P&I Advances shall be appropriately reflected in the Master Servicer’s records and replaced by the Master Servicer by deposit in the Collection Account or the applicable Serviced Whole Loan Custodial Account, as applicable, on or before the next succeeding P&I Advance Determination Date (to the extent not previously replaced through either (x) the deposit of Late Collections of the delinquent principal and/or interest in respect of which such P&I Advances were made or (y) the deposit of Periodic Payments collected prior to the expiration of any applicable grace period that ends after the P&I Advance Determination Date in respect of which such P&I Advances were made). The Master Servicer shall notify the Trustee and the Certificate Administrator of (i) the aggregate amount of P&I Advances for a Distribution Date and (ii) the amount of any Nonrecoverable P&I Advances for such Distribution Date, on or before the P&I Advance Determination Date. If the Master Servicer fails to make a required P&I Advance by 3:00 p.m. (New York City time) on any Master Servicer Remittance Date, then the Trustee shall make such P&I Advance pursuant to Section 7.06 of this Agreement by 12:00 noon (New York City time) on the related Distribution Date, in each case unless the Master Servicer shall have cured such failure (and shall have provided written notice of such cure to the Trustee) by 11:00 a.m. (New York City time) on such Distribution Date or the Trustee determines that such P&I Advance, if made, would be a Nonrecoverable Advance. Neither the Master Servicer nor the Trustee shall be required to make principal or interest advances with respect to any delinquent payment amounts due on any Companion Loan other than the Trust Subordinate Companion Loan. If the Master Servicer or the Trustee makes a P&I Advance with respect to any Mortgage Loan that is part of a Whole Loan with a related Serviced Companion Loan or Non-Serviced Companion Loan, then it shall provide written notice to the related Other Servicer, Other Special Servicer and Other Trustee or the related Non-Serviced Master Servicer, Non-Serviced Special Servicer or Non-Serviced Trustee, as applicable, of the amount of such P&I Advance with respect to such Mortgage Loan within two (2) Business Days of making such P&I Advance.


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(b)        Subject to Section 4.07(c) and 4.07(d) below, the aggregate amount of P&I Advances to be made by the Master Servicer with respect to any Distribution Date shall equal the aggregate of: 

 

(i)         all the Periodic Payments (other than any Balloon Payments) (net of related Servicing Fees and, in the case of any Non-Serviced Mortgage Loan, a fee accruing at the related Non-Serviced Primary Servicing Fee Rate) that were due on the Mortgage Loans (including the Non-Serviced Mortgage Loans), the Trust Subordinate Companion Loan and any REO Loan (including any portion of an REO Loan related to the Trust Subordinate Companion Loan but excluding any portion of an REO Loan related to any other Companion Loan) during the related Collection Period and not received as of the P&I Advance Determination Date (or not advanced by any Sub Servicer on behalf of the Master Servicer); and

 

(ii)         in the case of each Mortgage Loan, the Trust Subordinate Companion Loan or any REO Loan (including any portion of an REO Loan related to the Trust Subordinate Companion Loan but excluding any portion of an REO Loan related to any other Companion Loan as to which the related Balloon Payment would have been past due) delinquent in respect of its Balloon Payment as of the related Determination Date, an amount equal to the Assumed Scheduled Payment for the related Collection Period. 

 

Subject to subsection (c) below, the obligation of the Master Servicer to make such P&I Advances, with respect to any Mortgage Loan (including the Non-Serviced Mortgage Loans), the Trust Subordinate Companion Loan or any REO Loan (including any portion of an REO Loan related to the Trust Subordinate Companion Loan but excluding any portion of an REO Loan related to any other Companion Loan) is mandatory, and shall continue until (but not including) the Distribution Date on which Liquidation Proceeds or REO Proceeds, if any, are to be distributed. The Periodic Payment or Assumed Scheduled Payment shall be reduced, for purposes of P&I Advances, by any modifications pursuant to Section 3.26 of this Agreement or otherwise and by any reductions by a bankruptcy court pursuant to a plan of reorganization or pursuant to any of its equitable powers.

 


(c)        Notwithstanding anything herein to the contrary, no P&I Advance shall be required hereunder if the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. In addition, neither the Master Servicer nor the Trustee shall make any P&I Advance to the extent that it has received written notice that the Special Servicer has determined that such P&I Advance would, if made, constitute a Nonrecoverable P&I Advance. In making such recoverability determination, the Master Servicer, the Special Servicer and the Trustee, as applicable, will be entitled to (i) give due regard to the existence of any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount with respect to other Mortgage Loans and the Trust Subordinate Companion Loan, the recovery of which, at the time of such consideration, is being deferred or delayed by the Master Servicer or the Trustee, as applicable, in light of the fact that proceeds on the related Mortgage Loan are a source of recovery not only for the P&I Advance under consideration, but also as a potential source of recovery of such Nonrecoverable Advance or Workout-Delayed Reimbursement Amount which is being or may be deferred or delayed, (ii) consider (among other things) (A) the obligations of the Borrower under the terms of the 


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related Mortgage Loan (or the Serviced Whole Loan or the Trust Subordinate Companion Loan, as applicable) as it may have been modified, (B) consider (among other things) the related Mortgaged Properties in their “as is” or then current conditions and occupancies, as modified by such party’s assumptions (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer) regarding the possibility and effects of future adverse change with respect to such Mortgaged Properties, (C) estimated (consistent with the Servicing Standard in the case of the Master Servicer and the Special Servicer) (among other things) future expenses, (D) estimated timing of recoveries and (E) in the case of a potential P&I Advance with respect to the Trust Subordinate Companion Loan, the subordinate nature of the Trust Subordinate Companion Loan and (iii) with respect to a Non-Serviced Whole Loan, any non-recoverability determination of the Non-Serviced Master Servicer or Non-Serviced Trustee under the related Non-Serviced PSA relating to a principal and interest advance for a Non-Serviced Companion Loan.

 

The Master Servicer, the Special Servicer and the Trustee, as applicable, shall consider Unliquidated Advances in respect of prior P&I Advances for purposes of nonrecoverability determinations as if such Unliquidated Advances were unreimbursed P&I Advances. None of the Master Servicer or Trustee shall make any P&I Advances with respect to delinquent amounts due on any Companion Loan other than the Trust Subordinate Companion Loan. If an Appraisal of the related Mortgaged Property shall not have been obtained within the prior 12 month period (and the Master Servicer and the Trustee shall each request any such appraisal from the Special Servicer prior to ordering an Appraisal pursuant to this sentence) or if such an Appraisal shall have been obtained but as a result of unforeseen occurrences, such Appraisal does not, in the good faith determination of the Master Servicer, the Special Servicer or the Trustee, reflect current market conditions, and the Master Servicer or the Trustee, as applicable, and the Special Servicer cannot agree on the appropriate downward adjustment to such Appraisal, the Master Servicer, the Special Servicer or the Trustee, as the case may be, may, subject to its reasonable and good faith determination that such Appraisal will demonstrate the nonrecoverability of the related Advance, obtain an Appraisal for such purpose at the expense of the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions of the related Co-Lender Agreement).

 


Any such determination by the Master Servicer, Special Servicer or the Trustee that the Master Servicer or Trustee, as applicable, has made a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance shall be evidenced by a certificate of a Servicing Officer delivered to the Trustee, the Certificate Administrator, the Operating Advisor, the Master Servicer, the Special Servicer, any related Serviced Pari Passu Companion Loan holder(s), the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing) and the Depositor and, in the case of the Trustee, by a certificate of a Responsible Officer of the Trustee, delivered to the Depositor, the Controlling Class Representative (but only if no Consultation Termination Event has occurred and is continuing), the Operating Advisor, the Certificate Administrator, the Master Servicer and the Special Servicer, which in each case sets forth such nonrecoverability determination and the considerations of the Master Servicer, Special Servicer or the Trustee, as applicable, forming the basis of such determination (such certificate accompanied by, to the extent available, income and expense statements, rent rolls, occupancy status, property inspections and other information used by the Master Servicer, Special Servicer or the Trustee, as applicable, to make such determination, together with any existing Appraisal or any Updated Appraisal); 


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provided, that the Special Servicer may, at its option, make a determination in accordance with the Servicing Standard, that any P&I Advance previously made or proposed to be made is nonrecoverable and shall deliver to the Master Servicer, the Operating Advisor, the Certificate Administrator, the Trustee and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement), notice of such determination, together with a certificate of a Servicing Officer and the supporting information described above. Any such determination shall be conclusive and binding on the Master Servicer, the Special Servicer and the Trustee. The Master Servicer shall forward any such determination with respect to a Mortgage Loan to any Other Master Servicer or Other Special Servicer under any Other PSA governing any securitization trust into which the related Serviced Pari Passu Companion Loan is deposited and, with respect to any Non-Serviced Mortgage Loan, the Master Servicer shall deliver such determination to the related Non-Serviced Master Servicer under the related Non-Serviced PSA. 

 

Any such Person may update or change its recoverability determinations at any time (but not reverse any other Person’s determination or prohibit any such other authorized Person from making a determination, that a P&I Advance constitutes, or would constitute, a Nonrecoverable Advance) and (consistent with the Servicing Standard in the case of the Master Servicer or the Special Servicer) may obtain, at the expense of the Trust Fund (subject, in the case of any Serviced Whole Loan, to the allocation provisions of the related Co-Lender Agreement), any analysis, Appraisals or market value estimates or other information for such purposes. Absent bad faith, any such determination as to the recoverability of any P&I Advance shall be conclusive and binding on the Certificateholders, and may be conclusively relied upon by, but, except as otherwise provided in the last paragraph of this Section 4.07(c), is not binding upon, the Master Servicer and the Trustee.

 


Notwithstanding the above, (i) the Trustee shall be entitled to rely conclusively on and be bound by any determination by the Master Servicer or the Special Servicer, as applicable, that a P&I Advance, if made, would be a Nonrecoverable P&I Advance and (ii) the Master Servicer shall be entitled to rely conclusively on and be bound by any determination of the Special Servicer that a P&I Advance, if made, would be a Nonrecoverable P&I Advance (but this statement shall not be construed to entitle the Special Servicer to reverse any other authorized Person’s determination, or to prohibit any such other authorized Person from making a determination that an advance constitutes, or would constitute a Nonrecoverable Advance). The Trustee, in determining whether or not a P&I Advance previously made is, or a proposed P&I Advance, if made, would be, a Nonrecoverable P&I Advance shall use its good faith business judgment. The Special Servicer shall promptly furnish the Master Servicer and the Trustee with any information in its possession regarding the Specially Serviced Loans and REO Properties as each such party may reasonably request for purposes of making recoverability determinations.

 

(d)        In connection with the recovery of any P&I Advance out of the Collection Account pursuant to Section 3.06(a) of this Agreement or any Serviced Whole Loan Custodial Account pursuant to Section 3.06(b) of this Agreement, the Master Servicer shall be entitled to pay itself or the Trustee, as the case may be (in reverse of such order with respect to any Mortgage Loan, Trust Subordinate Companion Loan or REO Property) out of any amounts then on deposit in the Collection Account or the applicable Serviced Whole Loan Custodial Account (subject to the provisions of Section 3.06) (to the extent amounts therein relate to the Mortgage Loans, taking


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into account the related Co-Lender Agreement), interest at the Reimbursement Rate in effect from time to time, accrued on the amount of such P&I Advance from the date made to but not including the date of reimbursement with respect to the related Mortgage Loan or the Trust Subordinate Companion Loan; provided, however, that no interest will accrue on any P&I Advance (i) made with respect to a Mortgage Loan or the Trust Subordinate Companion Loan until after the related Due Date has passed and any applicable Grace Period has expired or (ii) if the related Periodic Payment is received after the Determination Date but on or prior to the Business Day immediately prior to the related Distribution Date. The Master Servicer shall reimburse itself or the Trustee, as the case may be, for any outstanding P&I Advance as soon as practicably possible after funds available for such purpose are deposited in the Collection Account or the applicable Serviced Whole Loan Custodial Account with respect to the related Mortgage Loan or the Trust Subordinate Companion Loan.

 


Notwithstanding anything to the contrary contained in Section 4.06 of this Agreement, (i) neither the Master Servicer nor the Trustee shall make an advance for Excess Interest, Yield Maintenance Charges or Penalty Charges and (ii) if the Master Servicer receives notice of an Appraisal Reduction Event and the related Appraisal Reduction Amount, the interest portion of any P&I Advance with respect to a Mortgage Loan or the Trust Subordinate Companion Loan as to which there has been an Appraisal Reduction Amount shall be an amount equal to the product of (x) the amount required to be advanced without giving effect to the Appraisal Reduction Amount and (y) a fraction, the numerator of which is the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan immediately prior to the related Distribution Date less any Appraisal Reduction Amount applicable to such Mortgage Loan or Trust Subordinate Companion Loan (or, in the case of any Whole Loan, the portion of such Appraisal Reduction Amount allocated to the related Mortgage Loan or Trust Subordinate Companion Loan, as applicable), if any, and the denominator of which is the Stated Principal Balance of such Mortgage Loan or Trust Subordinate Companion Loan immediately prior to the related Distribution Date. All P&I Advances for any Mortgage Loans or the Trust Subordinate Companion Loan that have been modified shall be calculated on the basis of their terms as modified. With respect to any Non-Serviced Mortgage Loan, if the Master Servicer or the Trustee, as applicable, does not receive notice of an Appraisal Reduction Event and the related Appraisal Reduction Amount from the related Non-Serviced Master Servicer, then the Master Servicer or the Trustee, as applicable, shall have no obligation to proportionately reduce the interest portion of any P&I Advance required to be made by the Master Servicer or the Trustee, as applicable. With respect to any Non-Serviced Companion Loan that has already been securitized prior to the Closing Date, the Certificate Administrator, on behalf of the Trust, shall notify each Non-Serviced Master Servicer and each Non-Serviced Trustee of a Non-Serviced Mortgage Loan that (a) such Non-Serviced Mortgage Loan has been included in this Trust and (b) upon (i) the existence of an Appraisal Reduction Event and/or (ii) the related calculation of any Appraisal Reduction Amount (or receipt of notice of any such calculation), such Non-Serviced Master Servicer shall provide the Master Servicer (who shall promptly provide to the Special Servicer (who shall promptly forward, prior to a Consultation Termination Event, to the Directing Holder) and the Trustee with prompt notice of the existence of any such Appraisal Reduction Event and/or any such Appraisal Reduction Amount once calculated. With respect to any Serviced Companion Loan, the Master Servicer shall notify the related Other Servicer and Other Trustee of the existence of an Appraisal Reduction Event and any related Appraisal Reduction Amount. The Master Servicer shall be deemed to have delivered notice of any such Appraisal Reduction Event and any related Appraisal

 


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Reduction Amount if the Master Servicer includes such event and/or amount in its monthly servicer statements provided to the other servicer.

 

The
portion of any Insurance Proceeds and Net Liquidation Proceeds in respect of a Mortgage Loan or any REO Mortgage Loan allocable
to principal shall equal the total amount of such proceeds minus (i) any portion thereof payable to the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee or CREFC®
pursuant to this Agreement and (ii) a portion thereof equal to the interest component of the Periodic Payment(s), as accrued at
the related Net Mortgage Rate from the date as to which interest was last paid by the Borrower up to but not including the Due
Date in the Collection Period in which such proceeds are received; provided, if the interest portion(s) of one or more
P&I Advances with respect of such Mortgage Loan or REO Mortgage Loan, as applicable, were reduced as a result of an Appraisal
Reduction Event, the amount of the Net Liquidation Proceeds to be applied to interest shall be reduced by the aggregate amount
of such reductions and the portion of such Net Liquidation Proceeds to be applied to principal shall be increased by such amount,
and if the amount of the Net Liquidation Proceeds to be applied to principal has been applied to pay the principal of such Mortgage
Loan or REO Mortgage Loan in full, any remaining Net Liquidation Proceeds shall then be applied to pay any remaining accrued and
unpaid interest of such Mortgage Loan or REO Mortgage Loan.

 


(e)        With respect to any Non-Serviced Mortgage Loan, the Master Servicer, the Special Servicer and the Trustee will each be permitted to make its determination that the Master Servicer or the Trustee has made a P&I Advance on such Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with Section 4.07(a) independently of any determination made by the related Non-Serviced Master Servicer (or any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any) under the Non-Serviced PSA (or any pooling and servicing agreement with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any). If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed P&I Advance with respect to any Non-Serviced Mortgage Loan, if made, or any outstanding P&I Advance with respect to any Non-Serviced Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance, the Master Servicer, the Special Servicer or the Trustee, as applicable, shall provide the related Non-Serviced Master Servicer (and any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any), the related Non-Serviced Special Servicer and related Non-Serviced Trustee with written notice of such determination, promptly and in any event within two (2) Business Days after such determination or such longer time period permitted by the applicable Co-Lender Agreement. If the Master Servicer receives written notice from a Non-Serviced Master Servicer (or any master servicer with respect to a commercial mortgage securitization holding another Non-Serviced Companion Loan related to such Non-Serviced Mortgage Loan, if any) that it has determined, with respect to the related Non-Serviced Companion Loan, that any proposed advance of principal and/or interest with respect to the related Non-Serviced Companion Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided that, with respect to each Non-


    - 385 -


     


    
Serviced Whole Loan, each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.

 

(f)         With respect to any Serviced Whole Loan that has a Serviced Companion Loan, the Master Servicer and the Special Servicer will be permitted to make its determination that the Master Servicer or the Trustee has made a P&I Advance on the related Mortgage Loan that is a Nonrecoverable P&I Advance or that any proposed P&I Advance, if made, would constitute a Nonrecoverable P&I Advance with respect to such Mortgage Loan in accordance with Section 4.07(a) independently of any determination made in respect of the related Serviced Companion Loan, by the master servicer under the related Other PSA. If the Master Servicer, the Special Servicer or the Trustee, as applicable, determines that a proposed P&I Advance with respect to such Serviced Whole Loan, if made, or any outstanding P&I Advance with respect to any such Mortgage Loan previously made, would be, or is, as applicable, a Nonrecoverable Advance or if the Master Servicer, the Special Servicer or the Trustee, as applicable, subsequently determines that a proposed Servicing Advance would be a Nonrecoverable Advance or an outstanding Servicing Advance is or would be a Nonrecoverable Advance, the Master Servicer or Trustee, as applicable, shall provide the Other Servicer, Other Special Servicer and the Other Trustee under each related Other PSA with written notice of such determination, promptly and in any event within two (2) Business Days after such determination or such longer time period permitted by the applicable Co-Lender Agreement. If the Master Servicer receives written notice from any master servicer under any such Other PSA that such master servicer has determined, with respect to the related Serviced Companion Loan, that any proposed advance of principal and/or interest with respect to such Serviced Companion Loan would be, or any outstanding advance of principal and interest is, a nonrecoverable advance of principal and/or interest, such determination shall not be binding on the Certificateholders, the Master Servicer or the Trustee; provided that, with respect to each Non-Serviced Whole Loan, each of the Master Servicer and the Trustee shall be entitled to conclusively rely on any such nonrecoverability determination.

 


(g)        If the applicable Master Servicer receives notice from a Rating Agency that it is no longer approved as a master servicer for commercial mortgage securitizations, it shall promptly notify the Trustee, any Other Trustee, any Other Servicer and any other trustee or master servicer with respect to each commercial mortgage securitization that holds a Serviced Pari Passu Companion Loan related to any Serviced Whole Loan, if any, and each Non-Serviced Trustee, any Non-Serviced Master Servicer and any other trustee or master servicer with respect to each commercial mortgage securitization that holds a Non-Serviced Companion Loan related to a Non-Serviced Mortgage Loan, if any.

 

(h)        The Master Servicer or the Trustee, as applicable, shall be entitled to the reimbursement of P&I Advances it makes to the extent permitted pursuant to Section 3.06 of this Agreement together with any related Advance Interest Amount in respect of such P&I Advances to the extent permitted pursuant to Section 3.06 of this Agreement and the Master Servicer and the Special Servicer each hereby covenants and agrees to promptly seek and effect the reimbursement of such Advances from the related Borrowers to the extent permitted by applicable law and the related Mortgage Loan and this Agreement.

 

Section 4.08      Appraisal Reductions; Collateral Deficiency Amounts. (a) For purposes of (x) determining the Controlling Class and whether a Control Termination Event has


    - 386 -


     


    
occurred and is continuing and (y) determining the Voting Rights or Pooled Voting Rights, as applicable, of the related Classes for purposes of removal of the Special Servicer and the Operating Advisor, Appraisal Reduction Amounts allocated to the Mortgage Loans will be allocated to each Class of Pooled Principal Balance Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Certificates is reduced to zero (i.e., first, to the Class NR-RR Certificates, second, to the Class G Certificates, third, to the Class F Certificates, fourth, to the Class E Certificates, fifth, to the Class D Certificates, sixth, to the Class C Certificates, seventh, to the Class B Certificates; eighth, to the Class A-S Certificates, and ninth, to the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4 and Class A-5 Certificates, pro rata, based on their Certificate Balances).

 


As of the first Determination Date following a Serviced Mortgage Loan or the Trust Subordinate Companion Loan becoming an AB Modified Loan, the Special Servicer shall calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent Appraisal obtained by the Special Servicer with respect to such Mortgage Loan or the Trust Subordinate Companion Loan, as applicable, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by the Special Servicer that a Non-Serviced Mortgage Loan has become an AB Modified Loan, the Special Servicer shall (i) promptly request from the related Other Servicer, Other Special Servicer and Other Trustee the most recent appraisal with respect to such AB Modified Loan, in addition to all other information reasonably required by the Special Servicer to calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, and (ii) as of the first Determination Date following receipt by the Special Servicer of the appraisal and any other information set forth in the immediately preceding clause (i) that the Special Servicer reasonably expects to receive, calculate whether a Collateral Deficiency Amount exists with respect to such AB Modified Loan, taking into account the most recent appraisal obtained by the Other Special Servicer with respect to such Non-Serviced Mortgage Loan, and all other information relevant to a Collateral Deficiency Amount determination. Upon obtaining knowledge or receipt of notice by any other party to this Agreement that a Non-Serviced Mortgage Loan has become an AB Modified Loan, such party shall promptly notify the Special Servicer thereof. The Master Servicer, upon reasonable prior written request, shall provide the Special Servicer with information in its possession that is reasonably required to calculate or recalculate any Collateral Deficiency Amount. Upon reasonable prior written request, the Master Servicer shall use reasonable efforts to assist the Special Servicer in obtaining information reasonably required to calculate or recalculate any Collateral Deficiency Amount with respect to a Non-Serviced Mortgage Loan in the event that the Special Servicer is unsuccessful in obtaining such information from the related Other Servicer, Other Special Servicer or Other Trustee. None of the Master Servicer, the Trustee or the Certificate Administrator shall calculate or verify any Collateral Deficiency Amount.

 

For purposes of determining the Controlling Class and whether a Control Termination Event has occurred and is continuing, Collateral Deficiency Amounts allocated to an AB Modified Loan will be allocated to each Class of Control Eligible Certificates in reverse sequential order to notionally reduce the related Certificate Balances until the Certificate Balance of each such Class of Certificates is reduced to zero. For the avoidance of doubt, for purposes of determining the Controlling Class or the occurrence of a Control Termination Event, any Class of Control Eligible Certificates shall be allocated both applicable Appraisal Reduction Amounts and


    - 387 -


     


    
applicable Collateral Deficiency Amounts (the sum of which shall constitute the applicable Cumulative Appraisal Reduction Amount), in accordance with this Section 4.08(a).

 

Appraisal Reduction Amounts allocated to The Stanwix Whole Loan will be allocated first to the Trust Subordinate Companion Loan and then to The Stanwix Mortgage Loan. Any Appraisal Reduction Amounts allocated to the Trust Subordinate Companion Loan will, in turn, be allocated, for purposes of determining (x) the Stanwix Controlling Class and the occurrence and continuance of a Stanwix Control Appraisal Period or a Stanwix Operating Advisor Consultation Event, (y) determining the Voting Rights of the related Classes for purposes of the removal of the Special Servicer and the Operating Advisor and (z) the amount of P&I Advances, to each Class of Loan-Specific Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class SWRR Certificates; then, to the Class SWE Certificates; then, to the Class SWD Certificates; then, to the SWC Certificates; and then, to the Class SWA Certificates). In addition, for purposes of determining the Stanwix Controlling Class and the occurrence and continuance of a Stanwix Operating Advisor Consultation Event, any Collateral Deficiency Amounts allocated to the Trust Subordinate Companion Loan will be allocated to each Class of Stanwix Control Eligible Certificates in reverse sequential order to notionally reduce the Certificate Balance thereof until the related Certificate Balance of each such Class is reduced to zero (i.e., first, to the Class SWRR Certificates; and then, to the Class SWE Certificates). For the avoidance of doubt, for purposes of determining the Stanwix Controlling Class and the occurrence and continuance of a Stanwix Operating Advisor Consultation Event, any Class of Stanwix Control Eligible Certificates will be allocated both applicable Appraisal Reduction Amounts and applicable Collateral Deficiency Amounts, as described in this paragraph.

 


With respect to any Appraisal Reduction Amount or Collateral Deficiency Amount calculated for purposes of determining the Controlling Class, the Stanwix Controlling Class or the occurrence of a Control Termination Event, the appraised value of the related Mortgaged Property shall be determined on an “as is” basis.

 

The Special Servicer shall notify the Master Servicer of any Appraisal Reduction Amount, and the Master Servicer shall notify the Certificate Administrator of the amount of any Appraisal Reduction Amount (which notification shall be made by delivery of the CREFC® Loan Periodic Update File in accordance with Section 3.13(a), any Collateral Deficiency Amount and any resulting Cumulative Appraisal Amount allocated to each Mortgage Loan, AB Modified Loan or Serviced Whole Loan, if any (which notification shall be satisfied through delivery of such information included in the CREFC® Loan Periodic Update File and the CREFC® Appraisal Reduction Amount Template included in the CREFC® Investor Reporting Package, or such report mutually agreed upon between Master Servicer and Certificate Administrator, which shall be delivered simultaneously with the CREFC® Loan Periodic Update File in accordance with Section 3.13(a)). Based on information in its possession, the Certificate Administrator shall determine from time to time which Class of Certificates is the Controlling Class. Promptly upon its determination of a change in the Controlling Class, the Certificate Administrator shall notify the Master Servicer, the Trustee, the Special Servicer and the Operating Advisor of such event, including the identity and contact information of the new Controlling Class Certificateholder (the cost of obtaining such information from the Depository being an expense of the Trust).


    - 388 -


     


    
(b)        The Holders of the majority (by Certificate Balance) of any Class of Control Eligible Certificates or, with respect to The Stanwix Whole Loan, the Stanwix Control Eligible Certificates, whose aggregate Certificate Balance, as notionally reduced by Appraisal Reduction Amounts or Collateral Deficiency Amounts allocated thereto, is less than 25% of the initial Certificate Principal Balance of such Class (such Class, an “Appraised-Out Class”) as a result of an allocation of an Appraisal Reduction Amount or Collateral Deficiency Amount in respect of such Class shall have the right, at their sole expense, to require the Special Servicer to order a second Appraisal of any Mortgage Loan (or Serviced Whole Loan) for which an Appraisal Reduction Event has occurred or as to which there exists a Collateral Deficiency Amount (such Holders, the “Requesting Holders”). The Special Servicer shall use its reasonable efforts to obtain an Appraisal prepared on an “as-is” basis by an MAI appraiser reasonably acceptable to the Special Servicer within 30 days from receipt of the Requesting Holders’ written request. Any Appraised-Out Class for which the Requesting Holders are challenging the Appraisal Reduction Amount or Collateral Deficiency Amount determination shall not exercise any rights of the Controlling Class or Stanwix Controlling Class, as applicable, until such time, if any, as such Class is reinstated as the Controlling Class or Stanwix Controlling Class, and the rights of the Controlling Class or the Stanwix Controlling Class will be exercised by the next most senior Control Eligible Certificates or Stanwix Control Eligible Certificates, as applicable, if any, during such period.

 


Upon receipt of any such second Appraisal, the Special Servicer shall determine, in accordance with the Servicing Standard, whether, based on its assessment of such second Appraisal, any recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount is warranted and, if so warranted shall recalculate such Appraisal Reduction Amount or Collateral Deficiency Amount, as applicable, based upon such second Appraisal and receipt of information reasonably requested by the Special Servicer from the Master Servicer to the extent such information is in the possession of the Master Servicer and is reasonably necessary to make such recalculation. If required by any such recalculation, the Appraised-Out Class shall be reinstated as the Controlling Class or Stanwix Controlling Class, as applicable, and each other Appraised-Out Class, if any, shall have its related Certificate Balance notionally restored to the extent required by such recalculation of the Appraisal Reduction Amount or Collateral Deficiency Amount, if applicable.

 

Appraisals that are permitted to be obtained by the Special Servicer at the request of holders of an Appraised-Out Class shall be in addition to any appraisals that the Special Servicer may otherwise be required to obtain in accordance with the Servicing Standard or this Agreement without regard to any appraisal requests made by any holder of an Appraised-Out Class.

 

(c)        An appraisal for any Mortgage Loan or Trust Subordinate Companion Loan that has not been brought current for at least three consecutive Periodic Payments (or paid in full, liquidated, repurchased or otherwise disposed of) will be updated (i) every 12 months and (ii) upon the Special Servicer’s determination that the value of the related Mortgaged Property has materially changed, in each case, for so long as an Appraisal Reduction Event or Collateral Deficiency Amount exists. The cost of such Updated Appraisal shall be paid by the Master Servicer as a Servicing Advance (or to the extent it would be a Nonrecoverable Advance, as an expense of the Trust paid out of the Collection Account). 

 


    - 389 -


     


    
(d)        Notwithstanding the foregoing, within 60 days after an Appraisal Reduction Event (or in the case of an Appraisal Reduction Event occurring by reason of clause (ii) of the definition thereof, within 30 days of such Appraisal Reduction Event) (i) with respect to Serviced Mortgage Loans or applicable Serviced Whole Loans having a Stated Principal Balance of $2,000,000 or higher, the Special Servicer shall order and use commercially reasonable efforts to obtain an Updated Appraisal or (ii) with respect to Serviced Mortgage Loans or applicable Serviced Whole Loans having a Stated Principal Balance of less than $2,000,000, the Special Servicer, at its option, shall (A) provide a Small Loan Appraisal Estimate within the same time period as an Appraisal would otherwise be required and such Small Loan Appraisal Estimate shall be used in lieu of an Updated Appraisal to calculate the Appraisal Reduction Amount for such Mortgage Loans or applicable Serviced Whole Loans; or (B) order and use commercially reasonable efforts to obtain an Updated Appraisal.

 

(e)        Upon reasonable request, the Master Servicer shall deliver by electronic mail to the Special Servicer any information in its possession that is reasonably required to determine, calculate, redetermine or recalculate any Appraisal Reduction Amount, using reasonable efforts to deliver such information, within four (4) Business Days following such request (which request shall be made promptly, but in no event later 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 request shall not relieve the Master Servicer of its obligation to use reasonable efforts to provide such information to the Special Servicer. The Master Servicer shall not calculate Appraisal Reduction Amounts.

 


On the first Distribution Date occurring at least 10 Business Days after the receipt of an Updated Appraisal or completion of a Small Loan Appraisal Estimate, as applicable, the Special Servicer shall adjust the Appraisal Reduction Amount to take into account such Updated Appraisal or Small Loan Appraisal Estimate, as applicable. Each Appraisal Reduction Amount shall also be adjusted to take into account any subsequent Small Loan Appraisal Estimate or Updated Appraisal, as applicable, and any letter updates, as of the date of each such subsequent Small Loan Appraisal Estimate, Updated Appraisal or letter update, as applicable. Such report shall also be forwarded by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan), to the extent the related Serviced Companion Loan has been included in a securitization transaction, to the master servicer of such securitization into which the related Serviced Companion Loan has been sold, or to the holder of any related Serviced Companion Loan by the Master Servicer (or the Special Servicer if the related Mortgage Loan is a Specially Serviced Loan).

 

Section 4.09      Grantor Trust Reporting. (a) The Certificate Administrator shall maintain adequate books and records to account for the separate entitlements of the Grantor Trust.

 

(b)        The parties intend that the Grantor Trust shall be treated as a “grantor trust” under the Code, and the provisions thereof shall be interpreted consistently with this intention. In furtherance of such intention, none of the Depositor, the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator shall vary the assets of the Grantor Trust so as to take advantage of market fluctuations or so as to improve the rate of return of the Class S Certificates, and shall otherwise comply with Treasury Regulations Section 301.7701-4(c). Within 30 days of 


    - 390 -


     


    
the Closing Date, the Certificate Administrator shall obtain a taxpayer identification number for the Grantor Trust on IRS Form SS-4. The Certificate Administrator shall file or cause to be filed with the IRS Form 1041, Form 1099 or such other form as may be applicable and shall furnish or cause to be furnished to the Holders of the Class S Certificates their allocable share of income and expense with respect to the Class S Specific Grantor Trust Assets and proceeds thereof, as such amounts are received or accrue, as applicable.

 

(c)        (i)         The Grantor Trust is a WHFIT that is a WHMT. The Certificate Administrator shall report as required under the WHFIT Regulations to the extent such information as is reasonably necessary to enable the Certificate Administrator to do so is provided to the Certificate Administrator on a timely basis. The Certificate Administrator is hereby directed to assume that Hare & Co. is the only “middleman” as defined by the WHFIT Regulations unless the Depositor provides the Certificate Administrator with the identities of other “middlemen” that are Certificateholders. The Certificate Administrator shall be entitled to indemnification in accordance with the terms of this Agreement in the event that the IRS makes a determination that the first sentence of this paragraph is incorrect.

 


(ii)         The Certificate Administrator, in its discretion, shall report required WHFIT information using either the cash or accrual method, except to the extent the WHFIT Regulations specifically require a different method. The Certificate Administrator shall be under no obligation to determine whether any Certificateholder uses the cash or accrual method. The Certificate Administrator shall make available (via the Certificate Administrator’s Website) WHFIT information to Certificateholders annually. In addition, the Certificate Administrator shall not be responsible or liable for providing subsequently amended, revised or updated information to any Certificateholder, unless requested by the Certificateholder.

 

(iii)        The Certificate Administrator shall not be liable for failure to meet the reporting requirements of the WHFIT Regulations nor for any penalties thereunder if such failure is due to: (i) the lack of reasonably necessary information being provided to the Certificate Administrator or (ii) incomplete, inaccurate or untimely information being provided to the Certificate Administrator. Each owner of a class of securities representing, in whole or in part, beneficial ownership of an interest in a WHFIT, by acceptance of its interest in such class of securities, will be deemed to have agreed to provide the Certificate Administrator with information regarding any sale of such securities, including the price, amount of proceeds and date of sale. Absent receipt of information regarding any sale of Certificates, including the price, amount of proceeds and date of sale from the beneficial owner thereof or the Depositor, the Certificate Administrator shall assume there is no secondary market trading of WHFIT interests.

 

To the extent required by the WHFIT Regulations, the Certificate Administrator shall use reasonable efforts to publish on the Certificate Administrator’s Website the CUSIPs for the Certificates that represent ownership of a WHFIT. The CUSIPs so published will represent the Rule 144A CUSIPs. The Certificate Administrator shall make reasonable good faith efforts to keep the website accurate and updated to the extent CUSIPs have been received. Absent the receipt of a CUSIP, the Certificate Administrator will use a reasonable identifier number in lieu of a 

 


    - 391 -


     


    
CUSIP. The Certificate Administrator shall not be liable for investor reporting delays that result from the receipt of inaccurate or untimely CUSIP information.

 

Section 4.10      Secure Data Room. (a) The Certificate Administrator shall create the Secure Data Room and the Depositor shall, upon receipt of each Mortgage Loan Seller’s Diligence File Certification, deliver to the Certificate Administrator within 120 days following the Closing Date an electronic copy of the Diligence Files for the Mortgage Loans that have been uploaded by the Mortgage Loan Sellers to the Intralinks Site. Upon receipt thereof, the Certificate Administrator shall promptly upload the contents of each Diligence File to the Secure Data Room. Access to the Secure Data Room shall be granted by the Certificate Administrator to (i) the Asset Representations Reviewer and (ii) any other Person at the direction of the Depositor, in each case, upon the occurrence of an Affirmative Asset Review Vote and receipt by the Certificate Administrator of a certification substantially in the form of Exhibit KK. In no case whatsoever shall Certificateholders be permitted to access the Secure Data Room. For the avoidance of doubt, the Certificate Administrator shall be under no obligation to post any documents or information to the Secure Data Room other than the contents of the Diligence Files initially delivered to it by the Depositor.

 


(b)        The Certificate Administrator shall not have any obligation or duty to verify, review, confirm or otherwise determine whether the type, number or contents of any Diligence File delivered to the Certificate Administrator is accurate, complete, or relates to the transaction or confirm that all documents and information constituting any Diligence File have actually been delivered to the Certificate Administrator. In no case shall the Certificate Administrator be deemed to have obtained actual or constructive knowledge of the contents of, or information contained in, any Diligence File by virtue of posting such Diligence File to the Secure Data Room. In the event that any document or information is posted in error, the Certificate Administrator may remove such document or information from the Secure Data Room. The Certificate Administrator shall not have any obligation to produce physical or electronic copies of any document or information provided to it for posting to the Secure Data Room. The Certificate Administrator shall not be responsible or held liable for any other Person’s use or dissemination of the documents or information contained on the Secure Data Room; provided that such event or occurrence is not also a result of its own negligence, bad faith or willful misconduct. The Certificate Administrator shall not be required to restrict access to the Secure Data Room on a loan-by-loan basis and any Person with access to the Secure Data Room shall covenant to access only the information necessary to perform its duties and responsibilities under this Agreement.

 

(c)        Upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07, the Certificate Administrator shall transfer electronic copies of the Diligence Files to a successor certificate administrator designated in writing by the Depositor, and all costs and expenses associated with the transfer of the Diligence Files shall be payable as part of the costs and expenses associated with the transfer of its responsibilities upon the resignation or removal of the Certificate Administrator pursuant to Section 8.07. Following the date on which any Mortgage Loan is paid in full, liquidated, repurchased or otherwise removed from the Trust, the Master Servicer or the Special Servicer, as applicable, may direct the Certificate Administrator in writing to delete the Diligence File related to such Mortgage Loan from the Secure Data Room; provided that absent such direction, the Certificate Administrator shall not be obligated to delete any Diligence File from the Secure Data Room. Following the termination of the Trust pursuant to 


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Section 9.01, the Certificate Administrator shall be permitted to delete all files from the Secure Data Room. Upon deletion, in no event shall the Certificate Administrator be obligated to reproduce or retrieve such deleted files.

 

ARTICLE
V

 

THE CERTIFICATES

 

Section 5.01      The Certificates. (a) The Certificates consist of the Class A-1 Certificates, the Class A-2 Certificates, the Class A-SB Certificates, the Class A-3 Certificates, the Class A-4 Certificates, the Class A-5 Certificates, the Class A-S Certificates, the Class X-A Certificates, the Class X-B Certificates, the Class X-D Certificates, the Class X-F Certificates, the Class X-G Certificates, the Class B Certificates, the Class C Certificates, the Class D Certificates, the Class E Certificates, the Class F Certificates, the Class G Certificates, the Class NR-RR Certificates, the Class S Certificates, the Class R Certificates, the Class SWA Certificates, the Class SWX1 Certificates, the Class SWX2 Certificates, the Class SWC Certificates, the Class SWD Certificates, the Class SWE Certificates and the Class SWRR Certificates.

 


The Certificates of each Class will be substantially in the form for such Certificates as set forth next to such Class in the Table of Exhibits to this Agreement. The Certificates of each Class (other than the Class S and Class R Certificates) will be issuable in registered form only, in minimum denominations of authorized Certificate Balance or Notional Amount, as applicable, as described in the succeeding table, and multiples of $l in excess thereof (or such lesser amount if the Certificate Balance or Notional Amount, as applicable, is not a multiple of $1). With respect to any Certificate or any beneficial interest in a Certificate, the “Denomination” thereof shall be (i) the amount (A) set forth on the face thereof or (B) in the case of any Global Certificate, set forth on a schedule attached thereto or, in the case of any beneficial interest in a Global Certificate, the amount set forth on the books and records of the related Depository Participant or indirect participating brokerage firm, as applicable, (ii) expressed in terms of Certificate Balance or Notional Amount, as applicable, and (iii) be in an authorized denomination, as set forth below.

 

	
Class 

	
Minimum Denomination 

	
Aggregate Denomination of all 

Certificates of Class 


	 	 	 
	
A-1 

	
$                    10,000

	
$20,649,000


	
A-2 

	
$                    10,000

	
$40,987,000


	
A-SB 

	
$                    10,000

	
$28,718,000


	
A-3 

	
$                    10,000

	
$39,556,500


	
A-4 

	
$                    10,000

	
$214,000,000


	
A-5 

	
$                    10,000

	
$218,123,500


	
X-A 

	
$               1,000,000

	
$562,034,000


	
X-B 

	
$               1,000,000

	
$140,508,000


	
A-S 

	
$                    10,000

	
$67,243,000


	
B 

	
$                    10,000

	
$36,131,000


	
C 

	
$                    10,000

	
$37,134,000


	
X-D 

	
$               1,000,000

	
$42,153,000


	
X-F 

	
$               1,000,000

	
$19,069,000






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X-G 

	
$               1,000,000

	
$8,029,000


	
D 

	
$                  100,000

	
$24,087,000


	
E 

	
$                  100,000

	
$18,066,000


	
F 

	
$                  100,000

	
$19,069,000


	
G 

	
$                  100,000

	
$8,029,000


	
NR-RR 

	
$                  100,000

	
$31,113,052


	
SWA 

	
$                  100,000

	
$10,200,000


	
SWC 

	
$                  100,000

	
$5,890,000


	
SWD 

	
$                  100,000

	
$6,190,000


	
SWE 

	
$                  100,000

	
$5,720,000


	
SWRR 

	
$                  100,000

	
$2,000,000


	
SWX1 

	
$               1,000,000

	
$10,200,000


	
SWX2 

	
$               1,000,000

	
$12,080,000




 


Each Certificate will share ratably in all rights of the related Class.

 

The Class S and Class R Certificates will each be issuable in one or more Individual Certificates in minimum denominations of 5% Percentage Interests (other than the portion of the Class S Certificates constituting a part of the VRR Interest) and together aggregating the entire 100% Percentage Interest in each such Class. The Class SWRR Certificates shall be in the form of Individual Certificates.

 

The Global Certificates shall be issued as one or more certificates registered in the name of a nominee designated by the Depository, and Certificate Owners shall hold interests in the Global Certificates through the book-entry facilities of the Depository in the minimum Denominations and aggregate Denominations and Classes as set forth above.

 

The Global Certificates shall in all respects be entitled to the same benefits under this Agreement as Individual Certificates authenticated and delivered hereunder.

 

(b)        Except insofar as pertains to any Individual Certificate, the Trust Fund, the Certificate Administrator, the Paying Agent and the Trustee may for all purposes (including the making of payments due on the Global Certificates and the giving of notice to Holders thereof) deal with the Depository as the authorized representative of the Certificate Owners with respect to the Global Certificates for the purposes of exercising the rights of Certificateholders hereunder; provided, that, for purposes of transmitting communications pursuant to Section 5.05(a) of this Agreement, to the extent that the Depositor has provided the Certificate Administrator with the names of Certificate Owners (even if such Certificateholders hold their Certificates through the Depository) the Certificate Administrator shall provide such information to such Certificate Owners directly. The rights of Certificate Owners with respect to Global Certificates shall be limited to those established by law and agreements between such Certificateholders and the Depository and Depository Participants. Except as set forth in Section 5.01(e) below, Certificate Owners of Global Certificates shall not be entitled to physical certificates for the Global Certificates as to which they are the Certificate Owners. Requests and directions from, and votes of, the Depository as Holder of the Global Certificates shall not be deemed inconsistent if they are made with respect to different Certificate Owners. Subject to the restrictions on transfer set forth in this Section 5.01 of this Agreement and Applicable Procedures, the holder of a beneficial 

 


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interest in a Private Global Certificate may request that the Certificate Administrator cause the Depository (or any Agent Member) to notify the Certificate Registrar and the Certificate Custodian in writing of a request for transfer or exchange of such beneficial interest for an Individual Certificate or Certificates. Upon receipt of such a request and payment by the related Certificate Owner of any attendant expenses, the Certificate Administrator shall cause the issuance and delivery of such Individual Certificates. The Certificate Registrar may establish a reasonable record date in connection with solicitations of consents from or voting by Certificateholders and give notice to the Depository of such record date. Without the written consent of the Certificate Registrar, no Global Certificate may be transferred by the Depository except to a successor Depository that agrees to hold the Global Certificates for the account of the Certificate Owners.

 


(c)        Any of the Certificates may be issued with appropriate insertions, omissions, substitutions and variations, and may have imprinted or otherwise reproduced thereon such legend or legends, not inconsistent with the provisions of this Agreement, as may be required to comply with any law or with rules or regulations pursuant thereto, or with the rules of any securities market in which the Certificates are admitted to trading, or to conform to general usage.

 

(d)        The Global Certificates (i) shall be delivered by the Certificate Registrar to the Depository or, pursuant to the Depository’s instructions on behalf of the Depository to, and deposited with, the Certificate Custodian, and in either case shall be registered in the name of Cede & Co. and (ii) shall bear a legend substantially to the following effect:

 

“Unless this certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Certificate Registrar for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.”

 

The Global Certificates may be deposited with such other Depository as the Certificate Registrar may from time to time designate, and shall bear such legend as may be appropriate.

 

(e)        If (i) the Depository advises the Certificate Administrator in writing that the Depository is no longer willing or able properly to discharge its responsibilities as Depository, and the Certificate Administrator and the Depositor are unable to locate a qualified successor within 90 days of such notice or (ii) the Trustee has instituted or has been directed to institute any judicial proceeding to enforce the rights of the Holders of such Class and the Trustee has been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Certificate Registrar to obtain possession of the Certificates of such Class, the Certificate Administrator shall notify the affected Certificate Owner or Owners through the Depository of the occurrence of such event and the availability of Individual Certificates to such Certificate Owners requesting them. 

 


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Upon surrender to the Certificate Administrator of Global Certificates by the Depository, accompanied by registration instructions from the Depository for registration of transfer, the Certificate Administrator shall issue the Individual Certificates. Neither the Trustee, the Certificate Administrator, the Certificate Registrar, the Master Servicer, the Special Servicer nor the Depositor shall be liable for any actions taken by the Depository or its nominee, including, without limitation, any delay in delivery of such instructions. Upon the issuance of Individual Certificates, the Trustee, the Certificate Administrator, the Certificate Registrar and the Master Servicer shall recognize the Holders of Individual Certificates as Certificateholders hereunder.

 


(f)         If the Trustee, its agents, the Certificate Administrator, its agents or the Master Servicer or Special Servicer have instituted or have been directed to institute any judicial proceeding in a court to enforce the rights of the Certificateholders under the Certificates, and the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer have been advised by counsel that in connection with such proceeding it is necessary or appropriate for the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer to obtain possession of the Certificates, the Trustee, the Certificate Administrator, the Master Servicer or the Special Servicer may in their sole discretion determine that the Certificates represented by the Global Certificates shall no longer be represented by such Global Certificates. In such event, the Certificate Administrator or the Authenticating Agent will execute and authenticate and the Certificate Registrar will deliver, in exchange for such Global Certificates, Individual Certificates (and if the Certificate Administrator or the Certificate Custodian has in its possession Individual Certificates previously executed, the Authenticating Agent will authenticate and the Certificate Registrar will deliver such Certificates) in a Denomination equal to the aggregate Denomination of such Global Certificates.

 

(g)        If the Trust Fund ceases to be subject to Section 13 or 15(d) of the Exchange Act, the Certificate Administrator shall make available to each Holder and Certificate Owner of a Class of Certificates, upon request of such a Holder, information, to the extent such information is in its possession, substantially equivalent in scope to the information currently filed by the Certificate Administrator with the Commission pursuant to the Exchange Act, plus additional information required to be provided for securities qualifying for resales under Rule 144A under the Act.

 

For so long as the Class S or Class R Certificates remain outstanding, none of the Depositor, the Trustee or the Certificate Registrar shall take any action which would cause the Trust Fund to fail to be subject to Section 15(d) of the Exchange Act.

 

(h)        Each Certificate may be printed or in typewritten or similar form, and each Certificate shall, upon original issue, be executed and authenticated by the Certificate Administrator or the Authenticating Agent and delivered to, or at the order of, the Depositor. All Certificates shall be executed by manual or facsimile signature on behalf of the Certificate Administrator or Authenticating Agent by an authorized officer or signatory. Certificates bearing the signature of an individual who was at any time the proper officer or signatory of the Certificate Administrator or Authenticating Agent shall bind the Certificate Administrator or Authenticating Agent, notwithstanding that such individual has ceased to hold such office or position prior to the delivery of such Certificates or did not hold such office or position at the date of such Certificates. No Certificate shall be entitled to any benefit under this Agreement, or be valid for any purpose, 

 


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unless there appears on such Certificate a certificate of authentication in the form set forth in Exhibits A-1 through A-19 executed by the Authenticating Agent by manual signature, and such certificate of authentication upon any Certificate shall be conclusive evidence, and the only evidence, that such Certificate has been duly authenticated and delivered hereunder. All Certificates shall be dated the date of their authentication.

 


(i)         If, in connection with any Distribution Date, the Certificate Administrator shall have reported the amount of an anticipated distribution to the Depository based on the expected receipt of any monthly payment based on information set forth in any report of the Master Servicer or the Special Servicer, or any other monthly payment, Balloon Payment or prepayment expected to be or which is paid on the last two Business Days preceding such Distribution Date, and the related Borrower fails to make such payments at such time, the Certificate Administrator shall use commercially reasonable efforts to cause the Depository to make the revised distribution on a timely basis on such Distribution Date. The Trustee, the Certificate Administrator (in any of its capacities), the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer shall not be liable or held responsible for any resulting delay (or claims by the Depository resulting therefrom) in the making of such distribution to Certificateholders. Any out-of-pocket costs incurred by the Certificate Administrator as a consequence of a Borrower failing to make such payments shall be reimbursable to the Certificate Administrator as an expense of the Trust Fund.

 

(j)         During the Stanwix RR Interest Transfer Restriction Period, any Class SWRR Certificate shall only be held only as an Individual Certificate in the Retained Interest Safekeeping Account by the Certificate Administrator (the Stanwix Retaining Third Party Purchaser’s interest shall be tracked in the form of an entry in the Certificate Administrator’s trust accounting system under the Retained Interest Safekeeping Account), for the benefit of the Holder of the related Certificate. The Certificate Administrator shall hold each Certificate evidencing the Class SWRR Certificate in safekeeping and shall release the same only (i) upon receipt of written direction from the holder of the Class SWRR Certificate and the Stanwix Retaining Sponsor and the consent of the Depositor (which consent shall not be unreasonably withheld), or (ii) if such release is in connection with a Transfer being made pursuant to Section 5.02(n), and in the case of both clause (i) and (ii) in accordance with any authentication procedures as may be utilized by the Certificate Administrator and in accordance with this Agreement. There shall be, and hereby is, established by the Certificate Administrator an account which will be designated the “Retained Interest Safekeeping Account” and in which the Class SWRR Certificate shall be held and which shall be governed by and subject to this Agreement. In addition, on and after the date hereof, the Certificate Administrator may establish any number of subaccounts to the Retained Interest Safekeeping Account for the Stanwix Retaining Third Party Purchaser. The Class SWRR Certificate to be delivered in physical form to the Certificate Administrator shall be delivered as set forth herein. Upon receipt by the Certificate Administrator of any Class SWRR Certificate in connection with the initial issuance thereof and, for so long as the Class SWRR Certificates are held in the Retained Interest Safekeeping Account by the Certificate Administrator pursuant to this Agreement, upon any transfer or exchange pursuant to this Article V of any Class SWRR Certificate, the Certificate Administrator shall deliver to the applicable Holder of the Class SWRR Certificate a receipt in the form set forth in Exhibit MM. No amounts distributable to the Class SWRR Certificate shall be remitted to the Retained Interest Safekeeping Account, but shall be remitted directly to the Stanwix Retaining Third Party Purchaser in accordance with written


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instructions provided separately by such Stanwix Retaining Third Party Purchaser to the Certificate Administrator. Certificates that comprise the Class SWRR Certificate shall no longer be subject to the restrictions established by reason of the Credit Risk Retention Rules applicable to the Class SWRR Certificate following expiration of the Stanwix RR Interest Transfer Restriction Period or such earlier time as may be permitted in accordance with the Credit Risk Retention Rules (provided that the Trustee may reasonably request an Opinion of Counsel to such effect at the expense of the holder of the Class SWRR Certificate to the extent it believes such opinion is necessary). Under no circumstances by virtue of safekeeping the Class SWRR Certificate shall the Certificate Administrator be obligated to bring legal action or institute proceedings against any person on behalf of the Stanwix Retaining Third Party Purchaser. The Certificate Administrator shall hold the Individual Certificate representing the Class SWRR Certificate at the below location, or any other location; provided the Certificate Administrator has given notice to the Stanwix Retaining Third Party Purchaser of such new location: 

 


Citibank, N.A.
 Vault Operations Level B
 399 Park Avenue
 New York, New York 10022

 

The Certificate Administrator shall make available to the Stanwix Retaining Third Party Purchaser its account information as mutually agreed upon by the Certificate Administrator and such Stanwix Retaining Third Party Purchaser, and in accordance with the Certificate Administrator’s policies and procedures. Any transfer of a Class SWRR Certificate shall be subject to Section 5.02. 

 

Section 5.02      Registration, Transfer and Exchange of Certificates. (a) The Certificate Administrator shall keep or cause to be kept at its offices books (the “Certificate Register”) for the registration, transfer and exchange of Certificates (the Certificate Administrator, in such capacity, being the “Certificate Registrar”). The Depositor, the Trustee, the Master Servicer and the Special Servicer shall have the right to inspect the Certificate Register or to obtain a copy thereof at all reasonable times, and to rely conclusively upon a certificate of the Certificate Registrar as to the information set forth in the Certificate Register. The names and addresses of all Certificateholders and the names and addresses of the transferees of any Certificates shall be registered in the Certificate Register; provided, in no event shall the Certificate Registrar be required to maintain in the Certificate Register the names of the individual Participants holding beneficial interests in the Trust Fund through the Depository. The Person in whose name any Certificate is so registered shall be deemed and treated as the sole owner and Holder thereof for all purposes of this Agreement and the Depositor, Certificate Registrar, the Master Servicer, Special Servicer, the Trustee, the Certificate Administrator, any Paying Agent and any agent of any of them shall not be affected by any notice or knowledge to the contrary. An Individual Certificate is transferable or exchangeable only upon the surrender of such Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements of Section 5.01(h) and Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement. Upon request of the Certificate Administrator, the Certificate Registrar shall provide the Certificate Administrator with the names, addresses and Percentage Interests of the Holders.


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(b)        Upon surrender for registration of transfer of any Individual Certificate, subject to the requirements of Sections 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated transferee or transferees, one or more new Certificates in Denominations of a like aggregate Denomination as the Individual Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Section 5.02(e) of this Agreement. Each Certificate surrendered for registration of transfer shall be canceled and subsequently destroyed by the Certificate Registrar. Each new Certificate issued pursuant to this Section 5.02 shall be registered in the name of any Person as the transferring Holder may request, subject to the provisions of Sections 5.01(h) and 5.02(c), (d), (e), (f), (g), (h) and (i) of this Agreement.

 


(c)        In addition to the provisions of Sections 5.02(h) and 5.02(d), (e), (f), (g), (h) and (i) of this Agreement and the rules of the Depository, the exchange, transfer and registration of transfer of Private Certificates that are Individual Certificates or beneficial interests in the Private Global Certificates shall be subject to the following restrictions:

 

(i)         Transfers between Holders of Individual Certificates. With respect to the transfer and registration of transfer of an Individual Certificate representing an interest in a Class of Private Certificates to a transferee that takes delivery in the form of an Individual Certificate (other than transfers of the Class S and Class R Certificates, which may be made only in accordance with Section 5.02(i) of this Agreement):

 

(A)        Other than the initial transfer from the Initial Purchasers to an initial investor, the Certificate Registrar shall register the transfer of such Individual Certificate if the requested transfer is being made by a transferee who has provided the Certificate Registrar with an Investment Representation Letter substantially in the form of Exhibit D-1 to this Agreement (an “Investment Representation Letter”), to the effect that the transfer is being made to a Qualified Institutional Buyer in accordance with Rule 144A;

 

(B)        The Certificate Registrar shall register the transfer of such Individual Certificate pursuant to Regulation S after the expiration of the Restricted Period if (1) the transferor has provided the Certificate Registrar with a Regulation S Transfer Certificate substantially in the form of Exhibit G to this Agreement (a “Regulation S Transfer Certificate”), and (2) the transferee furnishes to the Certificate Registrar an Investment Representation Letter; or

 

(C)        The Certificate Registrar shall register the transfer of such Individual Certificate if prior to the transfer such transferee furnishes to the Certificate Registrar (1) an Investment Representation Letter to the effect that the transfer is being made to an Institutional Accredited Investor or to an Affiliated Person in accordance with an applicable exemption under the Act, and (2) in the case of a transfer to an Affiliated Person, an opinion of counsel acceptable to the Certificate Registrar that such transfer is in compliance with the Act;


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and, in each case, the Certificate Registrar shall register the transfer of such Individual Certificate only if prior to the transfer the transferee furnishes to the Certificate Registrar a written undertaking by the transferor to reimburse the Trust Fund for any costs incurred by it in connection with the proposed transfer. In addition, the Certificate Registrar may, as a condition of the registration of any such transfer, require the transferor to furnish such other certificates, legal opinions or other information (at the transferor’s expense) as the Certificate Registrar may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a commercial mortgage-backed securitization transaction not subject to, the registration requirements of the Act and other applicable laws.

 


(ii)         Transfers Within the Private Global Certificates. Notwithstanding any provision to the contrary herein, so long as a Private Global Certificate remains outstanding and is held by or on behalf of the Depository, transfers within such Global Certificate shall only be made in accordance with this Section 5.02(c)(ii).

 

(A)        Rule 144A Global Certificate to Regulation S Global Certificate During the Restricted Period. If, during the Restricted Period, a Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Certificate, such Certificate Owner may, in addition to complying with all applicable rules and procedures of the Depository and Clearstream or Euroclear applicable to transfers by their respective participants (the “Applicable Procedures”), transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(A). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member and the Euroclear or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit H to this Agreement given by the Certificate Owner of such interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global Certificate by the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global Certificate by the Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions (who shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the ease may be) a beneficial interest in the Regulation S Global Certificate having a Denomination 

 


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equal to the amount by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.

 


(B)        Rule 144A Global Certificate to Regulation S Global Certificate After the Restricted Period. If, after the Restricted Period, a Certificate Owner of an interest in a Rule 144A Global Certificate wishes at any time to transfer its beneficial interest in such Rule 144A Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Certificate, such holder may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Regulation S Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(B). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial interest in the Regulation S Global Certificate in an amount equal to the Denomination of the beneficial interest in the Rule 144A Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member and, in the case of a transfer pursuant to and in accordance with Regulation S, the Euroclear or Clearstream account, as the case may be, to be credited with, and the account of the Agent Member to be debited for, such beneficial interest, and (3) a certificate in the form of Exhibit I to this Agreement given by the Certificate Owner of such interest, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred and, concurrently with such reduction, to increase the Denomination of the Regulation S Global Certificate by the aggregate Denomination of the beneficial interest in the Rule 144A Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in the Regulation S Global Certificate having a Denomination equal to the amount by which the Denomination of the Rule 144A Global Certificate was reduced upon such transfer.

 

(C)        Regulation S Global Certificate to Rule 144A Global Certificate. If the Certificate Owner of an interest in a Regulation S Global Certificate wishes at any time to transfer its beneficial interest in such Regulation S Global Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Rule 144A Global Certificate, such Certificate Owner may, in addition to complying with all Applicable Procedures, transfer or cause the transfer of such beneficial interest for an equivalent beneficial interest in such Rule 144A Global Certificate only upon compliance with the provisions of this Section 5.02(c)(ii)(C). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (1) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to another specified Agent Member’s account a beneficial 


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interest in the Rule 144A Global Certificate in an amount equal to the Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, (2) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member to be credited with, and the account of the Agent Member or, if such account is held for Euroclear or Clearstream, the Euroclear or Clearstream account, as the case may be, to be debited for, such beneficial interest, and (3) with respect to a transfer of a beneficial interest in a Regulation S Global Certificate for a beneficial interest in the related Rule 144A Global Certificate (i) during the Restricted Period, a certificate in the form of Exhibit J to this Agreement given by the holder of such beneficial interest or (ii) after the Restricted Period, an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer, the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to reduce the Denomination of the Regulation S Global Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Global Certificate to be transferred, and, concurrently with such reduction, to increase the Denomination of the Rule 144A Global Certificate by the aggregate Denomination of the beneficial interest in the Regulation S Global Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions a beneficial interest in such Rule 144A Global Certificate having a Denomination equal to the amount by which the Denomination of the Regulation S Global Certificate was reduced upon such transfer.

 


(iii)        Transfers from the Private Global Certificates to Individual Certificates. Any and all transfers from a Private Global Certificate to a transferee wishing to take delivery in the form of an Individual Certificate will require the transferee to take delivery subject to the restrictions on the transfer of such Individual Certificate described in a legend set forth on the face of such Certificate substantially in the form of Exhibit F to this Agreement (the “Securities Legend”), and such transferee agrees that it will transfer such Individual Certificate only as provided therein and herein. No such transfer shall be made and the Certificate Registrar shall not register any such transfer unless such transfer is made in accordance with this Section 5.02(c)(iii).

 

(A)        Transfers of a beneficial interest in a Private Global Certificate to an Institutional Accredited Investor will require delivery in the form of an Individual Certificate and the Certificate Registrar shall register such transfer only upon compliance with the provisions of Section 5.02(c)(i)(C) of this Agreement.

 

(B)        Transfers of a beneficial interest in a Private Global Certificate to a Qualified Institutional Buyer or a Regulation S Investor wishing to take delivery in the form of an Individual Certificate will be registered by the Certificate Registrar only upon compliance with the provisions of Section 5.02(c)(i)(A) or (B) of this Agreement, respectively.

 

(C)        Notwithstanding the foregoing, no transfer of a beneficial interest in a Regulation S Global Certificate to an Individual Certificate pursuant to


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Subparagraph (B) above shall be made prior to the expiration of the Restricted Period.

 

Upon acceptance for exchange or transfer of a beneficial interest in a Private Global Certificate for an Individual Certificate, as provided herein, the Certificate Registrar shall endorse on the schedule affixed to the related Private Global Certificate (or on a continuation of such schedule affixed to such Private Global Certificate and made a part thereof) an appropriate notation evidencing the date of such exchange or transfer and a decrease in the Denomination of such Private Global Certificate equal to the Denomination of such Individual Certificate issued in exchange therefor or upon transfer thereof. Unless determined otherwise by the Certificate Registrar and the Depositor in accordance with applicable law, an Individual Certificate issued upon transfer of or exchange for a beneficial interest in the Private Global Certificate shall bear the Securities Legend.

 


(iv)        Transfers of Individual Certificates to the Private Global Certificates. If a Holder of an Individual Certificate wishes at any time to transfer such Certificate to a Person who wishes to take delivery thereof in the form of a beneficial interest in the related Regulation S Global Certificate or the related Rule 144A Global Certificate, such transfer may be effected only in accordance with the Applicable Procedures and this Section 5.02(c)(iv). Upon receipt by the Certificate Registrar at the Corporate Trust Office of (l) the Individual Certificate to be transferred with an assignment and transfer pursuant to Section 5.05(a) of this Agreement, (2) written instructions given in accordance with the Applicable Procedures from an Agent Member directing the Certificate Registrar to credit or cause to be credited to a specified Agent Member’s account a beneficial interest in such Regulation S Global Certificate or such Rule 144A Global Certificate, as the case may be, in an amount equal to the Denomination of the Individual Certificate to be so transferred, (3) a written order given in accordance with the Applicable Procedures containing information regarding the account of the Agent Member and, in the case of any transfer pursuant to Regulation S, the Euroclear or Clearstream account, as the case may be, to be credited with such beneficial interest, and (4) (x) an Investment Representation Letter from the transferee and, if delivery is to be taken in the form of a beneficial interest in the Regulation S Global Certificate, a Regulation S Transfer Certificate from the transferor or (y) an Investment Representation Letter from the transferee to the effect that such transferee is a Qualified Institutional Buyer if delivery is to be taken in the form of a beneficial interest in the Rule 144A Global Certificate, the Certificate Registrar shall cancel such Individual Certificate, execute and deliver a new Individual Certificate for the Denomination of the Individual Certificate not so transferred, registered in the name of the Holder or the Holder’s transferee (as instructed by the Holder), and the Certificate Registrar shall instruct the Depository or the Certificate Custodian, as applicable, to increase the Denomination of the Regulation S Global Certificate or the Rule 144A Global Certificate, as the case may be, by the Denomination of the Individual Certificate to be so transferred, and to credit or cause to be credited to the account of the Person specified in such instructions who, in the case of any increase in the Regulation S Global Certificate during the Restricted Period, shall be an Agent Member acting for or on behalf of Euroclear or Clearstream, or both, as the case may be, a corresponding Denomination of the Rule 144A Global Certificate or the Regulation S Global Certificate, as the case may be.


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It is the intent of the foregoing that under no circumstances may an Institutional Accredited Investor that is not a Qualified Institutional Buyer take delivery in the form of a beneficial interest in a Private Global Certificate, other than the initial transfer from the Initial Purchasers to an initial investor.

 


(v)        All Transfers. An exchange of a beneficial interest in a Global Certificate for an Individual Certificate or Certificates, an exchange of an Individual Certificate or Certificates for a beneficial interest in a Global Certificate and an exchange of an Individual Certificate or Certificates for another Individual Certificate or Certificates (in each case, whether or not such exchange is made in anticipation of subsequent transfer, and, in the case of the Global Certificates, so long as the Global Certificates remain outstanding and are held by or on behalf of the Depository), may be made only in accordance with this Section 5.02 and in accordance with the rules of the Depository and Applicable Procedures.

 

(d)        If Certificates are issued upon the transfer, exchange or replacement of Certificates not bearing the Securities Legend, the Certificates so issued shall not bear the Securities Legend. If Certificates are issued upon the transfer, exchange or replacement of Certificates bearing the Securities Legend, or if a request is made to remove the Securities Legend on a Certificate, the Certificates so issued shall bear the Securities Legend, or the Securities Legend shall not be removed, as the case may be, unless there is delivered to the Certificate Registrar such satisfactory evidence, which may include an opinion of counsel (at the expense of the party requesting the removal of such legend) familiar with United States securities laws, as may be reasonably required by the Certificate Registrar, that neither the Securities Legend nor the restrictions on transfers set forth therein are required to ensure that transfers of any Certificate comply with the provisions of Rule 144A or Rule 144 under the Act or that such Certificate is not a “restricted security” within the meaning of Rule 144 under the Act. Upon provision of such satisfactory evidence, the Certificate Registrar shall execute and deliver a Certificate that does not bear the Securities Legend.

 

(e)        Subject to the restrictions on transfer and exchange set forth in Section 5.01(i) and in this Section 5.02, the Holder of any Individual Certificate may transfer or exchange the same in whole or in part (with a denomination equal to any authorized denomination) by surrendering such Certificate at the office of the Certificate Administrator or at the office of any transfer agent appointed as provided under this Agreement, together with an instrument of assignment or transfer (executed by the Holder or its duly authorized attorney), in the case of transfer, and a written request for exchange, in the case of exchange. Following a proper request for transfer or exchange, the Certificate Registrar shall, within five Business Days of such request if made at such office of the Certificate Administrator or within ten Business Days if made at the office of a transfer agent (other than the Certificate Registrar), execute and deliver at the office of the Certificate Administrator or at the office of such transfer agent, as the case may be, to the transferee (in the case of transfer) or Holder (in the case of exchange) or send by first-class mail (at the risk of the transferee in the case of transfer or Holder in the case of exchange) to such address as the transferee or Holder, as applicable, may request, an Individual Certificate or Certificates, as the case may require, for a like aggregate Denomination and in such Denomination or Denominations as may be requested. The presentation for transfer or exchange of any Individual Certificate shall not be valid unless made at the office of the Certificate Administrator or at the office of a transfer agent by the registered Holder in person, or by a duly authorized attorney-in-


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fact. The Certificate Registrar may decline to accept any request for an exchange or registration of transfer of any Certificate during the period of 15 days preceding any Distribution Date.

 


(f)         An Individual Certificate (other than an Individual Certificate issued in exchange for a beneficial interest in a Global Certificate pursuant to Section 5.01 of this Agreement) or a beneficial interest in a Private Global Certificate may only be transferred to Eligible Investors, as described herein. In the event that a Responsible Officer of the Certificate Registrar has actual knowledge that such an Individual Certificate or beneficial interest in a Private Global Certificate is being held by or for the benefit of a Person who is not an Eligible Investor, or that such holding is unlawful under the laws of a relevant jurisdiction, then the Certificate Registrar shall have the right to void such transfer, if permitted under applicable law, or to require the investor to sell such Individual Certificate or beneficial interest in a Private Global Certificate to an Eligible Investor within fourteen days after notice of such determination and each Certificateholder by its acceptance of a Certificate authorizes the Certificate Registrar to take such action.

 

(g)        Subject to the provisions of this Section 5.02 regarding transfer and exchange, transfers of the Global Certificates shall be limited to transfers of such Global Certificates in whole, but not in part, to nominees of the Depository or to a successor of the Depository or such successor’s nominee.

 

(h)        No fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred to in this Section 5.02 other than for transfers to Institutional Accredited Investors, as provided herein. In connection with any transfer to an Institutional Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided herein) incurred by the Certificate Registrar in connection with such transfer. The Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable in connection with any such transfer.

 

(i)         Subject to Section 5.02(e) of this Agreement, transfers of the Class S or Class R Certificates may be made only in accordance with this Section 5.02(i). The Certificate Registrar shall register the transfer of a Class R Certificate only if (x) the transferor has advised the Certificate Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment Representation Letter. The Certificate Registrar shall register the transfer of a Class S Certificate only if (x) the transferor has advised the Certificate Registrar in writing that such Certificate is being transferred to a Qualified Institutional Buyer or an Affiliated Person or an Institutional Accredited Investor and (y) prior to such transfer the transferee furnishes to the Certificate Registrar an Investment Representation Letter. In addition, the Certificate Registrar may as a condition of the registration of any such transfer require the transferor to furnish such other certifications, legal opinions or other information (at the transferor’s expense) as it may reasonably require to confirm that the proposed transfer is being made pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Act and other applicable laws.


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(j)        
No transfer, sale, pledge or other disposition of any Class of Private Certificates or interest therein shall be made unless that
transfer, sale, pledge or other disposition is exempt from the registration and/or qualification requirements of the Act and any
applicable state securities laws, or is otherwise made in accordance with the Act and such state securities laws. Neither the
Depositor, the Master Servicer, the Certificate Administrator, the Trustee nor the Certificate Registrar are obligated to register
or qualify the Private Certificates under the Act or any other securities law or to take any action not otherwise required under
this Agreement to permit the transfer of such Private Certificates without registration or qualification. Any Certificateholder
desiring to effect such a transfer shall, and does hereby agree to, indemnify the Depositor, the Master Servicer, the Certificate
Administrator, the Trustee and the Certificate Registrar, against any loss, liability or expense that may result if the transfer
is not so exempt or is not made in accordance with such federal and state laws.

 

(k)       
No transfer of any Class F, Class G, Class NR-RR, Class X-F, Class X-G, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX2,
Class S or Class R Certificate (each, a “Restricted Certificate”) shall be made to (i) an employee benefit
plan or other plan or arrangement subject to the fiduciary responsibility provisions of ERISA, or Section 4975 of the Code, or
a governmental plan, as defined in Section 3(32) of ERISA, or other plan subject to any federal, state or local law (“Similar
Law”) which is to a material extent similar to the foregoing provisions of ERISA or the Code (each, a “Plan”)
or (ii) a collective investment fund whose underlying assets include Plan assets by reason of a Plan’s investment in the
collective investment fund pursuant to U.S. Department of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of
ERISA, other than (with respect to transfer of Restricted Certificates other than the Class S or Class R Certificates), an insurance
company using the assets of its general account under circumstances whereby such purchase and the subsequent holding of such Certificate
by such insurance company would be exempt from the “prohibited transaction” provisions of Sections 406 and 407 of
ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or a substantially similar exemption under Similar Law. Each
prospective transferee of a Restricted Certificate shall either (A) deliver to the Depositor, the Certificate Registrar and the
Certificate Administrator, a transfer or representation letter, substantially in the form of Exhibit D-2 to this Agreement,
stating that the prospective transferee is not a Person referred to in (i) or (ii) above or (B) if the transferee is such an entity
specified in (i) or (ii) above (except in the case of a Class S or Class R Certificate, which may not be transferred unless the
transferee represents it is not such an entity), such entity, at its own expense, shall provide any opinion of counsel, officers’
certificates or agreements as may be required by, and in form and substance satisfactory to, the Depositor, the Certificate Administrator
and the Certificate Registrar, to the effect that the purchase and holding of the Certificates by or on behalf of a Plan will
not constitute or result in a non-exempt prohibited transaction within the meaning of Sections 406 and 407 of ERISA and Section
4975 of the Code or a non-exempt violation of any Similar Law, and will not subject the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Depositor, the Certificate Administrator, the Trustee, the Initial
Purchasers, the Underwriters or the Certificate Registrar to any obligation or liability (including obligations or liabilities
under ERISA, Code Section 4975 or Similar Law), which opinion of counsel shall not be an expense of the Depositor, the Certificate
Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer,
the Trust or the Certificate Registrar. None of the Certificate Administrator or the Certificate Registrar shall register a Class
S or Class R Certificate in any Person’s name unless such Person has provided the letter referred to in clause (A)


    - 406 -


     


    
of
the preceding sentence. The transferee of a beneficial interest in a Global Certificate that is a Restricted Certificate shall
be deemed to represent that it is not a Plan or a Person acting on behalf of any Plan or using the assets of any Plan to acquire
such interest other than (with respect to transfers of beneficial interests in Global Certificates which are Restricted Certificates
other than the Class S and Class R Certificates) an insurance company using the assets of its general account under circumstances
whereby such transfer to such insurance company would be exempt from the “prohibited transaction” provisions of Sections
406 and 407 of ERISA and Section 4975 of the Code under Sections I and III of PTCE 95-60, or a substantially similar exemption
under Similar Law. Any transfer of a Restricted Certificate that would violate or result in a non-exempt prohibited transaction
under ERISA or Section 4975 of the Code or Similar Law shall be deemed absolutely null and void ab initio.

 

(l)        
Each Person who has or acquires any Ownership Interest shall be deemed by the acceptance or acquisition of such Ownership Interest
to have agreed to be bound by the following provisions and the rights of each Person acquiring any Ownership Interest are expressly
subject to the following provisions:

 

(i)        
Each Person acquiring or holding any Ownership Interest shall be a Permitted Transferee and shall not acquire or hold such Ownership
Interest as agent (including a broker, nominee or other middleman) on behalf of any Person that is not a Permitted Transferee.
Any such Person shall promptly notify the Certificate Registrar of any change or impending change in its status (or the status
of the beneficial owner of such Ownership Interest) as a Permitted Transferee. Any acquisition described in the first sentence
of this Section 5.02(l) by a Person who is not a Permitted Transferee or by a Person
who is acting as an agent of a Person who is not a Permitted Transferee shall be void and of no effect, and the immediately preceding
owner who was a Permitted Transferee shall be restored to registered and beneficial ownership of the Ownership Interest as soon
and as fully as possible.

 

(ii)        
No Ownership Interest may be Transferred, and no such Transfer shall be registered in the Certificate Register, without the express
written consent of the Certificate Registrar, and the Certificate Registrar shall not recognize the Transfer, and such proposed
Transfer shall not be effective, without such consent with respect thereto. In connection with any proposed Transfer of any Ownership
Interest, the Certificate Registrar shall, as a condition to such consent, (x) require delivery to it in form and substance satisfactory
to it, and the proposed transferee shall deliver to the Certificate Registrar and to the proposed transferor an affidavit in substantially
the form attached as Exhibit C-1 (a “Transferee Affidavit”) of the proposed transferee (A) that such
proposed transferee is a Permitted Transferee and (B) stating that (i) the proposed transferee historically has paid its debts
as they have come due and intends to do so in the future, (ii) the proposed transferee understands that, as the holder of an Ownership
Interest, it may incur liabilities in excess of cash flows generated by the residual interest, (iii) the proposed transferee intends
to pay taxes associated with holding the Ownership Interest as they become due, (iv) the proposed transferee will not transfer
the Ownership Interest to any Person that does not provide a Transferee Affidavit or as to which the proposed transferee has actual
knowledge that such Person is not a Permitted Transferee or is acting as an agent (including a broker, nominee or other middleman)
for a Person that is not a Permitted Transferee, (v) the proposed


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transferee
will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base, within
the meaning of an applicable income tax treaty, of the proposed transferee or any other U.S. Tax Person and (vi) the proposed
transferee expressly agrees to be bound by and to abide by the provisions of this Section 5.02(l)
and (y) other than in connection with the initial issuance of the Class R Certificates, require a statement from the
proposed transferor substantially in the form attached as Exhibit C-2 (the “Transferor Letter”), that
the proposed transferor has no actual knowledge that the proposed transferee is not a Permitted Transferee and has no actual knowledge
or reason to know that the proposed transferee’s statements in the Transferee Affidavit are false.

 

(m)      
Notwithstanding the delivery of a Transferee Affidavit by a proposed transferee under clause (ii) above, if a Responsible
Officer of the Certificate Registrar has actual knowledge that the proposed transferee is not a Permitted Transferee, no Transfer
to such proposed transferee shall be effected and such proposed Transfer shall not be registered on the Certificate Register;
provided, that the Certificate Registrar shall not be required to conduct any independent investigation to determine whether
a proposed transferee is a Permitted Transferee.

 

Neither
the Certificate Administrator nor the Certificate Registrar shall have any obligation or duty to monitor, determine or inquire
as to compliance with any restriction or transfer imposed under Article V of this Agreement
or under applicable law with respect to any transfer of any Certificate (including, without limitation, the Securities Legend),
or any interest therein, other than to require delivery of the certification(s) and/or opinions of counsel described in Article
V applicable with respect to changes in registration of record ownership of Certificates in the Certificate Register.
The Certificate Administrator and the Certificate Registrar shall have no liability for transfers, including transfers made through
the book-entry facilities of the Depository or between or among Depository Participants or Certificate Owners made in violation
of applicable restrictions.

 

Upon
written notice to the Certificate Registrar, or upon the Certificate Registrar having actual knowledge, that there has occurred
a Transfer to any Person that is a Disqualified Organization or an agent thereof (including a broker, nominee, or middleman) in
contravention of the foregoing restrictions, and in any event not later than 60 days after a request for information from the
transferor of such Ownership Interest, or such agent, the Certificate Registrar and the Certificate Administrator agree to furnish
to the IRS and the transferor of such Ownership Interest or such agent such information necessary to the application of Section
860E(e) of the Code as may be required by the Code, including, but not limited to, the present value of the total anticipated
excess inclusions with respect to such Class R Certificate (or portion thereof) for periods after such Transfer. At the election
of the Certificate Registrar and the Certificate Administrator, the Certificate Registrar and the Certificate Administrator may
charge a reasonable fee for computing and furnishing such information to the transferor or to such agent referred to above; provided
that such Persons shall in no event be excused from furnishing such information.

 

(n)       
At all times during the Stanwix RR Interest Transfer Restriction Period, if a transfer of any Class SWRR Certificate is to be
made (other than in connection with transfers on the Closing Date), then the Certificate Registrar shall refuse to register such
transfer unless it receives (and, upon receipt, the Certificate Registrar may conclusively rely upon) (i) a certification


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from
such Certificateholder’s prospective Transferee substantially in the form attached hereto as Exhibit D-3, which
such certification must be countersigned by the Stanwix Retaining Sponsor, and (ii) a certification from the Certificateholder
desiring to effect such transfer substantially in the form attached hereto as Exhibit D-4, which such certification must
be countersigned by the Stanwix Retaining Sponsor. Upon receipt of the foregoing certifications, the Certificate Registrar shall,
subject to Section 5.01(j) and the following provisions of this Section 5.02(n), reflect such Class SWRR Certificate
in the name of the prospective Transferee. In no event shall a Class SWRR Certificate be held as a Global Certificate during the
Stanwix RR Interest Transfer Restriction Period. 

 

Section
5.03      Mutilated, Destroyed, Lost or Stolen Certificates. If (i) any mutilated Certificate
is surrendered to the Certificate Registrar, or the Certificate Registrar receives evidence to its satisfaction of the destruction,
loss or theft of any Certificate, and (ii) there is delivered to the Certificate Registrar such security or indemnity as may be
required by it to save it and the Certificate Administrator harmless, then, in the absence of actual knowledge by a Responsible
Officer of the Certificate Registrar that such Certificate has been acquired by a bona fide purchaser, the Certificate Administrator
or the Authenticating Agent shall execute and authenticate and the Certificate Registrar shall deliver, in exchange for or in
lieu of any such mutilated, destroyed, lost or stolen Certificate, a new Certificate of the same Class and of like tenor and Percentage
Interest. Upon the issuance of any new Certificate under this Section 5.03, the Certificate Registrar may require the payment
of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses
(including the fees and expenses of the Certificate Registrar) connected therewith. Any replacement Certificate issued pursuant
to this Section 5.03 shall constitute complete and indefeasible evidence of ownership of the corresponding interest in
the Trust Fund, as if originally issued, whether or not the lost, stolen or destroyed Certificate shall be found at any time.

 

Section
5.04      Appointment of Paying Agent. The Certificate Administrator may appoint a paying agent
(a “Paying Agent”) for the purpose of making distributions to Certificateholders pursuant to Section 4.01
of this Agreement. The Certificate Administrator shall cause such Paying Agent, if other than the Certificate Administrator,
the Trustee or the Master Servicer, to execute and deliver to the Master Servicer and the Trustee an instrument in which such
Paying Agent shall agree with the Master Servicer and the Trustee that such Paying Agent will hold all sums held by it for the
payment to Certificateholders in trust for the benefit of the Certificateholders entitled thereto until such sums have been paid
to the Certificateholders or disposed of as otherwise provided herein. The initial Paying Agent shall be the Certificate Administrator.
Except for the Certificate Administrator, as the initial Paying Agent, the Paying Agent shall at all times be an entity having
a long-term unsecured debt rating of at least “BBB+” by S&P, “A” from Fitch and an equivalent rating
from KBRA (if rated by KBRA), or shall be otherwise acceptable to each Rating Agency, as confirmed by a receipt of a Rating Agency
Confirmation.

 

Section
5.05      Access to Certificateholders’ Names and Addresses; Special Notices. (a) If any
Certifying Certificateholder (for purposes of this Section 5.05, an “Applicant”) applies in writing
to the Certificate Registrar, and such application states that the Applicant desires to communicate with other Certificateholders
with respect to its rights under this Agreement, the Certificate Registrar shall, within ten (10) Business Days after the receipt
of such request, afford


    - 409 -


     


    
such
Certificateholder (at such Certificateholder’s sole cost and expense) access during normal business hours to a current
list of the Certificateholders related to the Class of Certificates held by such Certificateholder.

 

Any
Certificateholder or Certificate Owner wishing to communicate with other Certificateholders and Certificate Owners regarding the
exercise of its rights under the terms of this Agreement (such party, a “Requesting Investor”) may deliver
a written request (a “Communication Request”) signed by an authorized representative of the Requesting Investor
to the Certificate Administrator. Any Communication Request shall contain the method other Certificateholders and Certificate
Owners should use to contact the Requesting Investor, and, if the Requesting Investors is not the registered holder of a Class
of Certificates, then the Communication Request must contain (i) a written certification from the Requesting Investor that it
is a beneficial owner of a Class of Certificates, and (ii) one of the following forms of documentation evidencing its beneficial
ownership in such Class of Certificates: (A) a trade confirmation, (B) an account statement, (C) a medallion stamp guaranteed
letter from a broker or dealer stating the Requesting Investor is the beneficial owner, or (D) a document acceptable to the Certificate
Administrator that is similar to any of the documents identified in clauses (A) through (C). The Certificate Administrator
shall not be permitted to require any information other than the foregoing in verifying a Certificateholder’s or Certificate
Owner’s identity in connection with a Communication Request. Requesting Investors will be responsible for their own expenses
in making any Communication Request, but will not be required to bear any expenses of the Certificate Administrator. Upon receipt
of such request, the Certificate Administrator shall furnish or cause to be furnished to such Applicant a list of the names and
addresses of the Certificateholders as of the most recent Record Date.

 

(b)       
Every Certificateholder, by receiving and holding its Certificate, agrees with the Certificate Administrator and the Certificate
Registrar that the Certificate Administrator and the Certificate Registrar shall not be held accountable in any way by reason
of the disclosure of any information as to the names and addresses of the Certificateholders hereunder, regardless of the source
from which such information was derived.

 

(c)       
Upon the written request of any Certifying Certificateholder that (i) states that such Certificateholder desires the Certificate
Administrator to transmit a notice to all Certificateholders stating that such Certificateholder wishes to be contacted by other
Certificateholders, setting forth the relevant contact information and briefly stating the reason for the requested contact and
(ii) provides a copy of the Special Notice which such Certificateholder proposes to transmit, the Certificate Administrator shall
deliver such Special Notice to all Certificateholders at their respective addresses appearing on the Certificate Register. The
costs and expenses of the Certificate Administrator associated with delivering with any such Special Notice shall be borne by
the party requesting such Special Notice. Every Certificateholder, by receiving and holding a Certificate, agrees that neither
the Certificate Administrator nor the Certificate Registrar shall be held accountable by reason of the disclosure of any such
Special Notice to Certificateholders, regardless of the information set forth in such Special Notice.

 

Section
5.06      Actions of Certificateholders. (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Agreement to be given or taken by Certificateholders may be embodied in and evidenced
by one or more


    - 410 -


     


    
instruments
of substantially similar tenor signed by such Certificateholders in person or by agent duly appointed in writing; and except as
herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the
Certificate Administrator and the Trustee and, when required, to the Master Servicer. Proof of execution of any such instrument
or of a writing appointing any such agent shall be sufficient for any purpose of this Agreement and conclusive in favor of the
Certificate Administrator, the Trustee and the Master Servicer, if made in the manner provided in this Section.

 

(b)       
The fact and date of the execution by any Certificateholder of any such instrument or writing may be proved in any reasonable
manner which the Certificate Administrator or the Trustee deems sufficient.

 

(c)       
Any request, demand, authorization, direction, notice, consent, waiver or other act by a Certificateholder shall bind every Holder
of every Certificate issued upon the registration of transfer thereof or in exchange therefor or in lieu thereof, in respect of
anything done, or omitted to be done, by the Certificate Administrator or the Trustee or the Master Servicer in reliance thereon,
whether or not notation of such action is made upon such Certificate.

 

(d)       
The Certificate Administrator, the Trustee or Certificate Registrar may require such additional proof of any matter referred to
in this Section 5.06 as it shall deem necessary.

 

Section
5.07      Rule 144A Information. The Certificate Administrator shall, upon request of any Certifying
Certificateholder that is a Holder of a Private Certificate or any beneficial owner of such a Certificate, furnish to such Holder
or beneficial owner or a prospective purchaser designated by such Holder or beneficial owner who is a Qualified Institutional
Buyer the information required to be delivered under Rule 144A(d)(4) under the Act, to the extent such information has been provided
to the Certificate Administrator and has been identified as Rule 144A information (which shall include all information on the
Certificate Administrator’s Website and all information currently required to be made available to Certificateholders,
as well as any other specifically identified information herein), if at the time of such request periodic reports are not being
filed with respect to the Trust under Section 13 or Section 15(d) of the Exchange Act.

 

Section
5.08      Voting Procedures. With respect to any matters submitted to Certificateholders
for a vote, the Certificate Administrator shall administer such vote through the Depository with respect to Book-Entry Certificates
and directly with registered Holders by mail with respect to Individual Certificates. In each case, such vote shall be administered
in accordance with the following procedures, unless different procedures are otherwise described herein with respect to a specific
vote:

 

(a)       
Any matter submitted to Certificateholders for a vote shall be announced in a notice prepared by the Certificate Administrator.
Such notice shall include the record date determined by the Certificate Administrator for purposes of the vote and a voting deadline
which shall be no less than thirty (30) days and no later than sixty (60) days after the date such notice is distributed. The
notice and related ballot shall be sent to Holders of Book-Entry Certificates through the Depository and by mail to the registered
Holders of Individual Certificates. In


    - 411 -


     


    
addition,
the notice and related ballot shall be posted to the Certificate Administrator’s Website. Notices delivered in this manner
shall be considered delivered to all Holders regardless of whether any Holder actually receives the notice and ballot.

 

(b)       
In connection with any vote administered pursuant to this Agreement, voting Holders shall be required to certify their holdings
in the manner set forth on the ballot, unless a specific manner is otherwise provided herein. Holders may only vote in accordance
with their Voting Rights. Voting Rights with respect to any outstanding Class of Certificates shall be calculated by the Certificate
Administrator in accordance with the definition of “Voting Rights” as of the record date for the vote. Only Classes
with an outstanding Certificate Balance greater than zero as of the record date of the vote shall be permitted to vote. Once a
Holder has cast its vote, the vote may be changed or retracted on or before the vote deadline. Any changes or retractions shall
be communicated by the Certificateholder to the Certificate Administrator in writing on a ballot. After the vote deadline has
passed, votes may not be changed or retracted by any Holder unless the Holder wishing to change or retract its vote holds a sufficient
portion of the Voting Rights such that the Holder, by its vote alone, could approve or deny the proposition subject to a vote
without taking into consideration the votes cast by any other Holder. Transferees or purchasers of any Class of Certificates are
subject to and shall be bound by all votes of Holders initiated or conducted prior to its acquisition of such Certificate.

 

(c)       
The Certificate Administrator may take up to fifteen (15) Business Days to tabulate the results of any vote. The Certificate Administrator
shall use its reasonable efforts to resolve any illegible or incomplete ballots received prior to the voting deadline. Illegible
or incomplete ballots that are received on the voting deadline or that cannot be resolved by the voting deadline shall not be
counted. Promptly after the votes are tabulated, the Certificate Administrator shall prepare a notice announcing the results of
the vote. Such notice shall include the percentage of Voting Rights in favor of the proposition, the percentage against the proposition
and the percentage abstaining. In addition, the notice will announce whether the proposition has been adopted by Certificateholders.
The notice shall be distributed in accordance with the methods described in Section 5.08(a)
above. The Certificate Administrator shall also include such notice on the Form 10-D prepared in connection with the distribution
period that corresponds with the date such notice is distributed. All vote tabulations shall be final and the Certificate Administrator
shall not, absent manifest error, re-tabulate the votes or conduct a new vote for the same proposition.

 

(d)       
Any and all reasonable expenses incurred by the Certificate Administrator in connection with administering any vote shall be borne
by the Trust. The Certificate Administrator is under no obligation to advise Holders about the matter being voted on or answer
questions other than process-related questions regarding the administration of the vote.

 

(e)       
If any party to this Agreement believes a vote of Certificateholders is needed for some matter related to the administration of
the Trust that is not specifically contemplated herein, such party may request the Certificate Administrator to conduct a vote
and the Certificate Administrator will conduct the requested vote in accordance with these procedures. Unless specifically provided
herein, all such votes require a majority of Certificateholders to carry a proposition.

 


    - 412 -


     


    
ARTICLE
VI

 

 

THE
DEPOSITOR, THE MASTER SERVICER, THE SPECIAL SERVICER, THE DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE OPERATING
ADVISOR AND THE ASSET REPRESENTATIONS REVIEWER

 

Section
6.01      Liability of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor
and the Asset Representations Reviewer. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and
the Asset Representations Reviewer each shall be liable in accordance herewith only to the extent of the obligations specifically
imposed by this Agreement.

 

Section
6.02      Merger or Consolidation of the Master Servicer, the Special Servicer, the Depositor, the
Asset Representations Reviewer or the Operating Advisor. Subject to the following paragraph, each of the Master Servicer and
the Special Servicer shall keep in full effect its existence, rights and good standing as a national banking association under
the laws of the United States, and a limited liability company in good standing under the laws of the State of Delaware, respectively,
and shall not jeopardize its ability to do business in each jurisdiction in which the Mortgaged Properties securing the Mortgage
Loans that it is servicing are located, to the extent necessary to perform its obligations under this Agreement, or to protect
the validity and enforceability of this Agreement, the Certificates or any of such Mortgage Loans that it is servicing and to
perform its respective duties under this Agreement. In addition, subject to the following paragraph, the Operating Advisor and
the Asset Representations Reviewer shall keep in full effect its existence, rights and good standing as a limited liability company
under the laws of the State of New York and shall not jeopardize its ability to do business in each jurisdiction in which the
Mortgaged Properties are located or to protect the validity and enforceability of this Agreement, the Certificates or any of such
Mortgage Loans and to perform its respective duties under this Agreement.

 

Each
of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may be
merged or consolidated with or into any Person, or transfer all or substantially all of its assets (which may be limited to all
or substantially all of its assets relating to commercial mortgage loan servicing) to any Person, in which case any Person into
which the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer may
be merged or consolidated, or any Person resulting from any merger or consolidation to which the Master Servicer, the Special
Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer is a party, or any Person succeeding to the
business of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer
shall be the successor of the Master Servicer, the Special Servicer, the Depositor, the Operating Advisor or the Asset Representations
Reviewer, as applicable, hereunder, and shall be deemed to have assumed all of the liabilities of the Master Servicer, the Special
Servicer, the Depositor, the Operating Advisor or the Asset Representations Reviewer, as applicable, hereunder, if each of the
Rating Agencies has provided a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities,
if any; provided that none of the Master Servicer, the Special Servicer or the Operating Advisor shall be required to obtain
a Rating Agency Confirmation from any Rating Agency if the Master Servicer, Special Servicer or Operating Advisor, as applicable,
is merged into or


    - 413 -


     


    
consolidated
with a Qualified Affiliate or transfers all or substantially all of its assets to a Qualified Affiliate; provided, further,
if the Master Servicer, the Special Servicer or the Operating Advisor enters into a merger and the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, is the surviving entity under applicable law, the Master Servicer, the Special
Servicer or the Operating Advisor, as applicable, shall not, as a result of the merger, be required to provide a Rating Agency
Confirmation or obtain the consent of the Depositor. Notwithstanding the foregoing, no Master Servicer, Special Servicer, the
Operating Advisor or the Asset Representations Reviewer may remain the Master Servicer, Special Servicer, the Operating Advisor
or the Asset Representations Reviewer, as applicable, under this Agreement after (x) being merged or consolidated with or into
any Person that is a Prohibited Party, or (y) transferring all or substantially all of its assets to any Person if such Person
is a Prohibited Party, except to the extent (i) the Master Servicer, the Special Servicer, the Operating Advisor or the Asset
Representations Reviewer, as applicable, is the surviving entity of such merger, consolidation or transfer and has been and continues
to be in compliance with its Regulation AB reporting obligations hereunder or (ii) the Depositor consents to such merger, consolidation
or transfer, which consent shall not be unreasonably withheld. The Asset Representations Reviewer shall keep in full effect its
existence and rights as an entity under the laws of the jurisdiction of its organization, and shall be in compliance with the
laws of all jurisdictions to the extent necessary to perform its duties under this Agreement. Any Person into which the Asset
Representations Reviewer may be merged or consolidated, or any Person resulting from any merger or consolidation to which the
Asset Representations Reviewer shall be a party, or any Person succeeding to the business of the Asset Representations Reviewer,
shall be the successor of the Asset Representations Reviewer hereunder, and shall be deemed to have assumed all of the liabilities
and obligations of such Asset Representations Reviewer hereunder, without the execution or filing of any paper or any further
act on the part of any of the parties hereto, anything herein to the contrary notwithstanding; provided, however,
that the Trustee has received a Rating Agency Confirmation with respect to such successor or surviving Person.

 

Section
6.03      Limitation on Liability of the Depositor, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer and Others. (a) None of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor, the Asset Representations Reviewer nor any Affiliates, partners, shareholders, directors, officers,
employees, members, managers, representatives or agents (including sub-servicers) of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer shall be under any liability to the Trust Fund, the Certificateholders,
any Serviced Companion Loan Noteholders, any party hereto or any third party beneficiary for any action taken, or for refraining
from the taking of any action, in good faith pursuant to this Agreement (including actions taken or not taken at the direction
of any Directing Holder), or for errors in judgment; provided, that this provision shall not protect the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer, or any Affiliate, representative,
member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor, the Master Servicer, the Special
Servicer, the Operating Advisor or the Asset Representations Reviewer, against any breach of warranties or representations made
herein, or against any liability which would otherwise be imposed by reason of willful misconduct, bad faith or negligence (or
in the case of (x) the Master Servicer or Special Servicer, by reason of any specific liability imposed hereunder for a breach
of the Servicing Standard, (y) the Operating Advisor, by reason of any specific liability imposed hereunder for a breach of the
Operating


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Advisor
Standard or (z) the Asset Representations Reviewer, by reason of any specific liability imposed hereunder for a breach of the
Asset Review Standard) in the performance of duties or by reason of negligent disregard of obligations or duties hereunder. The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any Affiliate,
representative, member, manager, director, officer, employee or agent (including sub-servicers) of the Depositor, the Master Servicer,
the Special Servicer or the Operating Advisor may rely in good faith on any document of any kind which, prima facie, is
properly executed and submitted by any appropriate Person respecting any matters arising hereunder. In addition, in no event shall
the Depositor be obligated to cause any party to perform or comply with the obligations to remit the CREFC® Intellectual
Property Royalty License Fee to CREFC®, to report any such CREFC® Intellectual Property Royalty
License Fee so paid or to make available any Distribution Date Statement to the general public (or in particular, CREFC®).

 

The
Trust Fund and each Serviced Companion Loan Noteholder shall be indemnified and held harmless by each of the Master Servicer,
the Special Servicer and the Operating Advisor (severally and not jointly) for any loss, liability or expense (including legal
fees and expenses) incurred in connection with any claim, loss, penalty, fine, foreclosure, judgment or liability relating to
this Agreement or the Certificates, incurred by the Trust Fund or such Serviced Companion Loan Noteholder, as applicable, by reason
of willful misconduct, bad faith, fraud or negligence in the performance of duties hereunder, or by reason of negligent disregard
of obligations and duties thereunder, on the part of such indemnifying party.

 

The
Depositor, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer and any Affiliates,
directors, officers, employees, members, managers, representatives and agents (including sub-servicers) of the Depositor, the
Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer shall be indemnified and held
harmless by the Trust Fund for any loss, liability or expense (including legal fees and expenses) incurred in connection with
any claim, loss, penalty, fine, foreclosure, judgment, liability or legal action relating to this Agreement or the Certificates,
other than any loss, liability or expense (including legal fees and expenses) (i) incurred by such party by reason of willful
misconduct, bad faith, fraud or negligence in the performance of duties hereunder or by reason of negligent disregard of obligations
and duties thereunder or (ii) in the case of the Depositor and any of its Affiliates, directors, officers, representatives, members,
managers, employees and agents, incurred in connection with any violation by any of them of any state or federal securities law;
provided that such indemnified parties shall be paid out of the Collection Account in accordance with Section 3.06(a)
of this Agreement; provided, further, that if such matter relates directly to any Serviced Whole Loan, such
indemnified parties shall be paid first out of the applicable Serviced Whole Loan Custodial Account (allocated in accordance with
the expense allocation provision of the related Co-Lender Agreement), and then, if funds therein are insufficient, out
of the Collection Account; provided that the Master Servicer shall, after receiving payment from amounts on deposit in
the Collection Account, if any, (i) promptly notify the related Companion Loan Noteholder and (ii) use commercially reasonable
efforts to exercise on behalf of the Trust any rights under the related Co-Lender Agreement to obtain reimbursement from the related
Companion Loan Noteholders for the portion of such amount allocable to the related Serviced Companion Loans pursuant to the related
Co-Lender Agreement.


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The
Depositor shall indemnify the Operating Advisor (both in its capacity as Operating Advisor and individually) and each of its Affiliates
and each of its directors, officers, employees, representatives and agents, and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation, reasonable
fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between the Depositor and such
indemnified party or between such indemnified party and any third party or otherwise) resulting from the Depositor’s willful
misconduct, bad faith, fraud or negligence in the performance of each of its duties hereunder or by reason of negligent disregard
of its respective obligations and duties hereunder.

 

The
Operating Advisor shall indemnify the Depositor (both in its capacity as Depositor and individually) and each of its Affiliates
and each of its directors, officers, employees, representatives and agents, and hold each of them harmless against any and all
claims, losses, damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs,
fees and expenses that such indemnified party may sustain in connection with this Agreement (including, without limitation, reasonable
fees and disbursements of counsel incurred by such indemnified party in any action or proceeding between the Operating Advisor
and such indemnified party or between such indemnified party and any third party or otherwise) resulting from the Operating Advisor’s
willful misconduct, bad faith, fraud or negligence in the performance of each of its duties hereunder or by reason of negligent
disregard of its respective obligations and duties hereunder.

 

The
Asset Representations Reviewer agrees to indemnify the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator,
the Depositor, the Operating Advisor and the Trust and any partner, director, officer, shareholder, member, manager, employee
or agent thereof, and hold them harmless, from and against any and all claims, losses, penalties, fines, forfeitures, reasonable
legal fees and related costs (including, without limitation, reasonable fees and disbursements of counsel incurred in connection
with the enforcement of the Asset Representations Reviewer’s indemnification obligation) judgments, and any other costs,
liabilities, fees and expenses that any of them may sustain arising from or as a result of any willful misconduct, bad faith or
negligence of the Asset Representations Reviewer, in the performance of its obligations and duties under this Agreement or by
reason of negligent disregard by the Asset Representations Reviewer of its duties and obligations hereunder or by reason of breach
of any representations or warranties made herein; provided that such indemnity shall not cover indirect or consequential
damages. The Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor,
as the case may be, shall immediately notify the Asset Representations Reviewer if a claim is made by a third party with respect
to this Agreement or the Mortgage Loans entitling the Trust to indemnification hereunder, whereupon the Asset Representations
Reviewer shall assume the defense of such claim (with counsel reasonably satisfactory to the Master Servicer, the Special Servicer,
the Trustee, the Certificate Administrator, the Operating Advisor or the Depositor) and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or decree which may be entered against it or them
in respect of such claim. Any failure to so notify the Asset Representations Reviewer shall not affect any rights any of the foregoing
Persons may have to


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indemnification
under this Agreement or otherwise, unless the Asset Representations Reviewer’s defense of such claim is materially prejudiced
thereby.

 

(b)       
None of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations Reviewer
shall be under any obligation to appear in, prosecute or defend any legal action that (i) is not incidental to its respective
duties under this Agreement or (ii) in its opinion may expose it to any expense or liability not recoverable from the Trust Fund;
provided, that each of the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer may in its discretion undertake any such action that it may deem necessary or desirable in respect to this Agreement
and the rights and duties of the parties hereto and the interests of the Certificateholders and holders of Serviced Companion
Loan Securities, if applicable, hereunder. In such event, the legal expenses and costs of such action and any liability resulting
therefrom shall be expenses, costs and liabilities of the Trust Fund and the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor and the Asset Representations Reviewer shall be entitled to be reimbursed therefor from the Collection Account
in accordance with Section 3.06(a) of this Agreement) no later than 60 days after submitting such expenses or costs for
reimbursement, provided that a failure to reimburse such parties within such 60 days will not affect or limit such parties’
rights to receive reimbursement hereunder; provided, further, that in the case of any Serviced Whole Loan, such
amounts shall be allocated in accordance with the expense allocation provision of the related Co-Lender Agreement, and such parties
shall be entitled to be reimbursed first, from the applicable Serviced Whole Loan Custodial Account and then, from the
Collection Account, all in accordance with Section 3.06(a) of this Agreement and the related Co-Lender Agreement.

 

(c)       
The terms of this Section 6.03 shall survive the termination of any party hereto or of
this Agreement.

 

Section
6.04      Limitation on Resignation of the Master Servicer, the Special Servicer and the Operating
Advisor; Termination of the Master Servicer, the Special Servicer and the Operating Advisor. (a) Each of the Master Servicer,
the Special Servicer and the Operating Advisor may assign their respective rights and delegate their respective duties and obligations
under this Agreement in connection with the sale or transfer of a substantial portion of their commercial mortgage servicing,
asset management or (solely with respect to the Operating Advisor) commercial mortgage surveillance, portfolio, provided
that: (i) the purchaser or transferee accepting such assignment and delegation (A) shall be an established mortgage finance institution,
bank or mortgage servicing institution (or, in the case of the Operating Advisor, an Eligible Operating Advisor), organized and
doing business under the laws of the United States of America, any state of the United States of America or the District of Columbia,
authorized under such laws to perform the duties of the Master Servicer, Special Servicer or Operating Advisor or a Person resulting
from a merger, consolidation or succession that is permitted under Section 6.02 of this Agreement, (B) shall be acceptable
to each Rating Agency as confirmed in a Rating Agency Confirmation delivered to the Trustee and the Certificate Administrator
relating to the Certificates and Serviced Companion Loan Securities, if any, (C) shall execute and deliver to the Trustee and
the Certificate Administrator an agreement that contains an assumption by such Person of the due and punctual performance and
observance of each covenant and condition to be performed or observed by the Master Servicer, Special Servicer or Operating Advisor,
as applicable under this Agreement from and after the date of such agreement and (D) shall not be a Prohibited Party;


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(ii)
the Master Servicer, the Special Servicer or the Operating Advisor shall not be released from its obligations under this Agreement
that arose prior to the effective date of such assignment and delegation under this Section 6.04;
(iii) the rate at which the Servicing Compensation, Special Servicing Compensation or Operating Advisor Fee, as applicable (or
any component thereof) is calculated shall not exceed the rate then in effect; (iv) the resigning Master Servicer, Special Servicer
or Operating Advisor, as applicable, shall be responsible for the reasonable costs and expenses of each other party hereto and
the Rating Agencies in connection with such transfer; and (v) as to the Special Servicer only, for so long as any applicable Control
Termination Event has not occurred and is not continuing, the approval of such successor special servicer by the Directing Holder,
which approval in each case shall not be unreasonably withheld. Upon acceptance of such assignment and delegation, the purchaser
or transferee shall be the successor Master Servicer, Special Servicer or Operating Advisor, as applicable, hereunder.

 

(b)       
Except as provided in Section 6.02 of this Agreement and this Section
6.04, the Master Servicer, the Special Servicer and the Operating Advisor shall not resign from its respective obligations
and duties hereby imposed on it except (i) upon determination that such duties hereunder are no longer permissible under applicable
law, (ii) in connection with the assignment of rights and delegation of duties as set forth in Section
6.04(a) or (iii) solely with respect to the Operating Advisor, pursuant to Section 6.04(e). Any such determination
described in clause (i) above permitting the resignation of the Master Servicer, the Special Servicer or the Operating
Advisor, as applicable, shall be evidenced by an Opinion of Counsel (obtained at the resigning Master Servicer’s, Special
Servicer’s or Operating Advisor’s expense) to such effect delivered to the Trustee and the Certificate Administrator.
In the event that the Master Servicer or Special Servicer resigns as a result of the determination that their respective obligations
are no longer permissible under applicable law, the Trustee will then succeed to all of the responsibilities, duties and liabilities
of the resigning party as Master Servicer or Special Servicer, as the case may be, under this Agreement and will be entitled to
the same compensation as specified in this Agreement as being payable to the Master Servicer or the Special Servicer, as applicable.
If the Trustee is unwilling or unable to so act, it may appoint, or petition a court of competent jurisdiction to appoint, a loan
servicing institution or other entity, subject to the Trustee’s receipt of a Rating Agency Confirmation from each of the
Rating Agencies and, with respect to a successor Special Servicer, for so long as no Control Termination Event has occurred and
is continuing and other than with respect to an Excluded Loan, which has been approved by the Controlling Class Representative,
which approval may not be unreasonably withheld.

 

(c)       
The Trustee shall be permitted to remove the Master Servicer or the Special Servicer upon a Master Servicer Termination Event
or Special Servicer Termination Event, as applicable. Without limiting the generality of the succeeding paragraph, no such removal
shall be effective unless and until (i) the Master Servicer or the Special Servicer has been paid any unpaid Servicing Compensation
or Special Servicing Compensation, as applicable, unreimbursed Advances (including Advance Interest Amounts thereon to which it
is entitled) and all other amounts to which the Master Servicer or the Special Servicer is entitled hereunder to the extent such
amounts accrue prior to such effective date and (ii) with respect to a resignation by the Master Servicer, the successor Master
Servicer has deposited into the Investment Accounts from which amounts were withdrawn to reimburse the terminated Master Servicer,
an amount equal to the amounts so withdrawn, to the extent such amounts would not have been permitted to be withdrawn except pursuant
to this paragraph, in which case the successor Master Servicer shall, immediately


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upon
deposit, have the same right of reimbursement or payment as the terminated Master Servicer had immediately prior to its termination
without regard to the operation of this paragraph.

 

(d)       
No resignation or removal of the Master Servicer, the Special Servicer or the Operating Advisor as contemplated by the preceding
paragraphs of this Section 6.04 shall become effective until (i) the Trustee or a successor
Master Servicer, Special Servicer or Operating Advisor shall have assumed the resigning or terminated Master Servicer’s,
Special Servicer’s or Operating Advisor’s responsibilities, duties, liabilities and obligations hereunder, (ii)
the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 10.09,
(iii) any other information required under Section 10.03 or Section
10.09 has been delivered to any applicable Other Depositor with respect to any related Companion Loan, and (iv) as
to any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special Servicer that would constitute
a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date of such event, the Certificate
Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other
Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection with the Depositor’s
or the Certificate Administrator’s obligation to file any related required Form 8-K relating to this Trust on the anticipated
effective date of such event. If no successor Master Servicer, Special Servicer or Operating Advisor can be obtained to perform
such obligations for the same compensation to which the terminated Master Servicer, Special Servicer or Operating Advisor would
have been entitled, additional amounts payable to such successor Master Servicer, Special Servicer or Operating Advisor shall
be treated as Pooled Realized Losses.

 

(e)       
The Operating Advisor may resign from its obligations and duties hereby imposed on it (i) upon thirty (30) days’ prior
written notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Asset
Representations Reviewer, the Risk Retention Consultation Party and the Controlling Class Representative, if applicable, and (ii)
upon the appointment of, and the acceptance of such appointment by, a successor Operating Advisor that is an Eligible Operating
Advisor and receipt by the Trustee of Rating Agency Confirmation from each Rating Agency. No such resignation by the Operating
Advisor shall become effective until the replacement Operating Advisor shall have assumed the resigning Operating Advisor’s
responsibilities and obligations. The resigning Operating Advisor shall pay all costs and expenses (including costs and expenses
incurred by the Trustee and the Certificate Administrator) associated with a transfer of its duties pursuant to this Section
6.04(e).

 

Section
6.05      Rights of the Depositor and the Trustee in Respect of the Master Servicer and the Special
Servicer. Solely with respect to their performance of their respective duties under this Agreement, the Master Servicer and
the Special Servicer shall afford the Depositor, the Underwriters, the Initial Purchasers, the Certificate Administrator, the
Trustee and the Rating Agencies, upon reasonable notice, during normal business hours access to all records maintained by it in
respect of its rights and obligations hereunder and access to its officers responsible for such obligations. Upon written request,
the Master Servicer and/or the Special Servicer, as applicable, shall furnish to the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator and the Trustee its most recent publicly available financial statements (or, with respect
to the Master Servicer, those of its ultimate parent) and such other non-proprietary information as the Master Servicer or the
Special Servicer, as the case may be, shall determine in its sole and absolute discretion as it possesses, which is relevant to
the performance of its duties


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hereunder
and which it is not prohibited by applicable law or contract from disclosing. The Depositor may, but is not obligated to, enforce
the obligations of the Master Servicer or the Special Servicer hereunder which are in default and may, but is not obligated to,
perform, or cause a designee to perform, any defaulted obligation of such Person hereunder or exercise any rights of such Person
hereunder, provided that the Master Servicer and the Special Servicer shall not be relieved of any of its obligations hereunder
by virtue of such performance by the Depositor or its designee. If the Depositor or its designee undertakes any such action, it
will be reimbursed by the Trust Fund from the Collection Accounts (or with respect to a Serviced Whole Loan, to the extent such
reimbursement is allocable to such Serviced Whole Loan Custodial Account), as provided in Section
3.06 and Section 6.03(a) hereof to the extent not recoverable from the Master
Servicer or Special Servicer, as applicable. None of the Depositor, the Certificate Administrator, the Trustee, the Master Servicer
(solely with respect to any action or failure to act by the Special Servicer) or the Special Servicer (solely with respect to
any action or failure to act by the Master Servicer) shall have any responsibility or liability for any action or failure to act
by the Master Servicer or the Special Servicer and no such party is obligated to monitor or supervise the performance of the Master
Servicer or the Special Servicer under this Agreement or otherwise. Neither the Master Servicer nor the Special Servicer shall
be under any obligation to disclose confidential or proprietary information pursuant to this Section.

 

Section
6.06      The Master Servicer or Special Servicer as Owners of a Certificate. The Master Servicer
or an Affiliate of the Master Servicer, or the Special Servicer or an Affiliate of the Special Servicer, may become the Holder
(or with respect to a Global Certificate, Certificate Owner) of any Certificate with the same rights it would have if it were
not the Master Servicer or the Special Servicer or an Affiliate thereof, subject to the applicable restrictions set forth in the
definition of “Certificateholder.”

 

Section
6.07      The Directing Holder and the Risk Retention Consultation Party. (a) For so long as no
Control Termination Event has occurred and is continuing, the Directing Holder shall be entitled to advise (1) the Special Servicer
with respect to all Specially Serviced Loans (other than Excluded Loans) or (2) the Special Servicer with respect to Performing
Loans (other than Excluded Loans) as to all matters constituting Major Decisions; and notwithstanding anything herein to the contrary,
except as set forth in, and in any event subject to the second and third paragraphs of this Section 6.07, both (a) the
Master Servicer, solely to the extent it is permitted to take any action constituting a Major Decision or Special Servicer Decision
as set forth in Section 3.26 hereof, shall not take any action constituting a Major Decision or Special Servicer Decision
unless it has obtained the prior written consent of the Special Servicer, and (b) with respect to any Serviced Mortgage Loan (other
than any Excluded Loan), for so long as no Control Termination Event has occurred and is continuing, the Special Servicer shall
not consent to the Master Servicer’s taking any of any actions constituting a Major Decision and the Special Servicer shall
not take any action constituting a Major Decision as to which the Directing Holder has objected in writing (i) with respect to
any Major Decision other than the Major Decision described in clause (k) of the definition of “Major Decision,”
within 10 Business Days (or, if the Directing Holder and the Special Servicer are Affiliates, 5 Business Days) and (ii) within
30 days with respect to clause (k) of the definition of “Major Decision” or such longer period provided for
in any related Co-Lender Agreement but not less than five (5) Business Days after the time period set forth therein for Directing
Holder approval), in each case after receipt of the related Major Decision Reporting Package; provided that if such written
objection has not been received by the


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Special
Servicer within such 5 Business Day, 10 Business Day or 30 day period, the Directing Holder will be deemed to have approved such
action; provided further that, if the Special Servicer or Master Servicer (if the Master Servicer is otherwise authorized
by this Agreement to take such action), as applicable, determines that immediate action, with respect to the foregoing matters,
or any other matter requiring consent of the Directing Holder (if no Control Termination Event has occurred and is continuing)
(or consultation with the Risk Retention Consultation Party) in this Agreement, is necessary to protect the interests of the Certificateholders
and, with respect to any Serviced Whole Loan, the related Serviced Companion Loan Noteholders (as a collective whole as if such
Certificateholders and, if applicable, Serviced Companion Loan Noteholders constituted a single lender and with respect to any
Serviced Whole Loan with a related Subordinate Companion Loan, taking into account the subordinate nature of such Subordinate
Companion Loan) and the Special Servicer has made a reasonable effort to contact the Directing Holder or Risk Retention Consultation
Party, the Master Servicer or the Special Servicer, as the case may be, may take any such action without waiting for the Directing
Holder’s response or without consulting the Risk Retention Consultation Party; provided, however, that the
failure of the Directing Holder, the Risk Retention Consultation Party or the Operating Advisor to respond will not relieve the
Special Servicer from seeking consent of or consulting with, as applicable, the Directing Holder, the Risk Retention Consultation
Party or the Operating Advisor on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any
other Mortgage Loan. If there is any request for consent required to be delivered to the Directing Holder directly by the Master
Servicer, the Directing Holder shall be entitled to 10 Business Days or 30 days, as applicable, to respond before its consent
is deemed given notwithstanding any affiliation between the Directing Holder and the Special Servicer.

 

The
Special Servicer is not required to obtain the consent of the Directing Holder for any Major Decision if a Control Termination
Event has occurred and is continuing; provided that, if a Control Termination Event (or, in the case of The Stanwix Whole
Loan, a Stanwix Operating Advisor Consultation Event) has occurred and is continuing, the Special Servicer shall consult with
the Operating Advisor in connection with any Major Decision and consider alternative actions recommended by the Operating Advisor;
provided, further, that, if a Control Termination Event has occurred and is continuing but no Consultation Termination
Event has occurred and is continuing, the Special Servicer shall consult with the Directing Holder in connection with any Major
Decision and any other matters set forth in this Agreement as to which the consent or approval of the Directing Holder would have
been required or as to which the Directing Holder would have had the right to advise or direct the Special Servicer or the Master
Servicer if no Control Termination Event had occurred and was continuing and consider alternative actions recommended by the Directing
Holder; provided, further, that such consultation with the Directing Holder or the Operating Advisor is not binding
on the Special Servicer.

 

With
respect to each Serviced Mortgage Loan (other than The Stanwix Whole Loan), following the occurrence and continuance of a Control
Termination Event, the Special Servicer shall provide each Major Decision Reporting Package to the Operating Advisor simultaneously
with the Special Servicer’s written request for the Operating Advisor’s input regarding the related Major Decision
(which written request and Major Decision Reporting Package may be delivered in one notice).


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With
respect to The Stanwix Whole Loan, prior to the occurrence and continuance of a Stanwix Operating Advisor Consultation Event,
the Special Servicer shall provide each Major Decision Reporting Package with respect to The Stanwix Whole Loan to the Operating
Advisor promptly after the Special Servicer receives the Directing Holder’s approval or deemed approval of such Major Decision
Reporting Package; provided, however, that if The Stanwix Whole Loan is a non-Specially Serviced Loan, no Major Decision
Reporting Package with respect to The Stanwix Whole Loan will be required to be delivered to the Operating Advisor prior to the
occurrence and continuance of a Stanwix Operating Advisor Consultation Event. After the occurrence and during the continuance
of a Stanwix Operating Advisor Consultation Event (whether or not a Control Termination Event is continuing), the Special Servicer
shall provide each Major Decision Reporting Package with respect to The Stanwix Whole Loan to the Operating Advisor simultaneously
with the Special Servicer’s written request for the Operating Advisor’s input regarding the related Major Decision
with respect to The Stanwix Whole Loan (which written request and Major Decision Reporting Package may be delivered in one notice).

 

The
Risk Retention Consultation Party shall be entitled to consult on a strictly non-binding basis with respect to Major Decisions
(i) for so long as no Consultation Termination Event is continuing, with the Special Servicer with respect to any Specially Serviced
Loan (other than any Excluded Risk Retention Consultation Party Loan), REO Loans or REO Properties and (ii) during the continuance
of a Consultation Termination Event, with the Special Servicer with respect to any Mortgage Loan serviced under this Agreement
(other than any Excluded Risk Retention Consultation Party Loan). For the avoidance of doubt, any consultation with the Risk Retention
Consultation Party under this Agreement shall occur only upon request of the Risk Retention Consultation Party with respect to
any individual triggering event, and any such consultation shall be on a strictly non-binding basis. Notwithstanding the foregoing,
for so long as LNR Partners, LLC is the Special Servicer, it shall not have any obligation to consult with the Risk Retention
Consultation Party. 

 

If
the Special Servicer receives no response from the Directing Holder or the Risk Retention Consultation Party within 10 Business
Days (or, if the Directing Holder or the Risk Retention Consultation Party and the Special Servicer are Affiliates, 5 Business
Days) following the Special Servicer’s written request for input on any requested consultation (which initial request is
required to include the related Major Decision Reporting Package), the Special Servicer will not be obligated to consult with
the Directing Holder or the Risk Retention Consultation Party, as applicable, on the specific matter; provided, however,
that the failure of the Directing Holder or the Risk Retention Consultation Party to respond will not relieve the Special Servicer
from consulting with such party on any future matters with respect to the applicable Mortgage Loan or Serviced Whole Loan or any
other Mortgage Loan.

 

In
addition, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder may direct the Special
Servicer to take, or to refrain from taking, such other actions with respect to a Mortgage Loan as the Directing Holder may deem
advisable or as to which provision is otherwise made herein; provided that, notwithstanding anything herein to the contrary,
no such direction, and no objection contemplated by the preceding paragraph or this paragraph, may require or cause the Master
Servicer or the Special Servicer, as applicable, to violate any provision of any Mortgage Loan, applicable law, this Agreement,
any Co-Lender Agreement or the REMIC Provisions, including without limitation the Special Servicer’s


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obligation
to act in accordance with the Servicing Standard, or expose the Master Servicer, the Special Servicer, the Paying Agent, the Trust
Fund, the Certificate Administrator or the Trustee to liability, or materially expand the scope of the Special Servicer’s
responsibilities hereunder.

 

If
the Special Servicer or Master Servicer, as applicable, determines that a refusal to consent by the Directing Holder, or any advice
from the Directing Holder or the Risk Retention Consultation Party, would otherwise cause the Special Servicer or Master Servicer,
as applicable, to violate the terms of any Mortgage Loan, any Co-Lender Agreement, applicable law, the REMIC Provisions or this
Agreement, including without limitation, the Servicing Standard, the Special Servicer or Master Servicer, as applicable, shall
disregard such refusal to consent or advice and notify the Directing Holder or the Risk Retention Consultation Party (other than
with respect to any Excluded Risk Retention Consultation Party Loan), respectively, and the Trustee, the related Serviced Companion
Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s
Website pursuant to Section 3.14(d) of this Agreement) of its determination, including
a reasonably detailed explanation of the basis therefor. The taking of, or refraining from taking, any action by the Master Servicer
or Special Servicer in accordance with the direction of or approval of the Directing Holder that does not violate any law or the
Servicing Standard or any other provisions of this Agreement or any Co-Lender Agreement will not result in any liability on the
part of the Master Servicer or the Special Servicer.

 

Notwithstanding
anything to the contrary contained in this Agreement, with respect to the Non-Serviced Mortgage Loans, (i) at all times when no
Consultation Termination Event has occurred, the Controlling Class Representative shall be entitled to the rights of the “Non-Directing
Holder” (or similar term) under the related Co-Lender Agreement and (ii) at no time shall the Operating Advisor be entitled
to the rights of the “Non-Directing Holder” (or similar term) under the related Co-Lender Agreement.

 

The
Directing Holder shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders or any other Person
for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided that the Directing
Holder shall not be protected against any liability to a Controlling Class Certificateholder that would otherwise be imposed by
reason of willful misfeasance or bad faith or negligence in the performance of duties or by reason of reckless disregard of obligations
or duties.

 

The
Risk Retention Consultation Party shall have no liability to the Trust Fund, any party to this Agreement, any Certificateholders
or any other Person for any action taken, or for refraining from the taking of any action, or for errors in judgment; provided
that the Risk Retention Consultation Party shall not be protected against liability to the Holder of the VRR Interest that
would otherwise be imposed by reason of willful misfeasance or bad faith or negligence in the performance of duties or by reason
of reckless disregard of obligations or duties.

 

(b)       
Notwithstanding anything to the contrary contained herein (i) if a Control Termination Event has occurred and is continuing, the
Directing Holder shall have no right to consent to any action taken or not taken by any party to this Agreement; (ii) if a Control
Termination Event has occurred and is continuing but no Consultation Termination Event has occurred, the Directing Holder shall
remain entitled to receive any notices, reports or information


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to
which it is entitled pursuant to this Agreement, and the Master Servicer, Special Servicer and any other applicable party shall
consult with the Directing Holder in connection with any action to be taken or refrained from taking to the extent set forth herein;
and (iii) if a Consultation Termination Event has occurred, the Directing Holder shall have no consultation or consent rights
hereunder and no right to receive any notices, reports or information (other than notices, Voting Rights given to all Certificateholders
and rights to receive reports or information required to be delivered to all Certificateholders) or any other rights as Directing
Holder.

 

For
the avoidance of doubt, with respect to any Specially Serviced Loan, the Risk Retention Consultation Party shall at all times
remain entitled to receive any notices, reports or information to which it is entitled pursuant to this Agreement, and the Special
Servicer and any other applicable party shall consult with the Risk Retention Consultation Party (other than with respect to any
Excluded Loan as to such Party and any Excluded Risk Retention Consultation Party Loan) to the extent set forth herein in connection
with any action to be taken or refrained from taking.

 

(c)       
The Master Servicer, the Special Servicer, the Trustee or the Operating Advisor, may from time to time request that the Certificate
Administrator provide the name of the then current Directing Holder for any applicable Mortgage Loan or Serviced Whole Loan. Upon
such request, the Certificate Administrator shall promptly (but in no event more than five (5) Business Days following such request)
provide the name of the then current Directing Holder to the Master Servicer, the Special Servicer, the Trustee or the Operating
Advisor, but only to the extent the Certificate Administrator has actual knowledge of the identity of the then current Directing
Holder; provided that if the Certificate Administrator does not have actual knowledge of the identity of the then current
Directing Holder, then (i) the Certificate Administrator shall determine which Class is the Controlling Class and (ii) the Certificate
Administrator shall promptly (but in no event more than five (5) Business Days following such request) request from the Depository,
the list of Certificate Owners of the Controlling Class, and the Certificate Administrator shall provide such list to the Master
Servicer, the Special Servicer, the Trustee or the Operating Advisor. Any expenses incurred in connection with obtaining such
information shall be at the expense of the requesting party, except that if (i) such expenses arise in connection with an event
as to which the Directing Holder (or Controlling Class Representative) has review, consent or consultation rights with respect
to an action taken by, or report prepared by, the requesting party pursuant to this Agreement or in connection with a request
made by the Operating Advisor in connection with its obligation under this Agreement to deliver a copy of its Operating Advisor
Annual Report to the Controlling Class Representative and (ii) the requesting party has not been notified of the identity of the
Directing Holder (or Controlling Class Representative) or reasonably believes that the identity of the Directing Holder (or Controlling
Class Representative) has changed, then such expenses shall be at the expense of the Trust. The Master Servicer, the Special Servicer,
the Trustee and the Operating Advisor, shall be entitled to conclusively rely on any such information so provided.

 

To
the extent the Master Servicer or the Special Servicer has written notice of any change in the identity of a Directing Holder
or the list of Holders (or Certificate Owners, if applicable) of the Controlling Class, then the Master Servicer or the Special
Servicer, as applicable, shall promptly notify the Trustee, the Certificate Administrator, the Operating Advisor, the Master


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Servicer
and the Special Servicer thereof, who may rely conclusively on such notice from the Master Servicer or the Special Servicer, as
applicable.

 

(d)       
Notwithstanding anything to the contrary in this Agreement, in the event Starwood Mortgage Capital LLC is no longer acting as
Retaining Sponsor for any reason, there shall be no Risk Retention Consultation Party and all references to Risk Retention Consultation
Party shall be ignored. 

 

Section
6.08      Rights of Non-Directing Holders. With respect to each Serviced Whole Loan, the Master
Servicer or the Special Servicer, as applicable, shall:

 

(a)       
consult with the related Non-Directing Holder (or its designee or representative) on a strictly non-binding basis, to the extent
that such Non-Directing Holder (or its designee or representative) requests consultation with respect to any “major decision”
or “major action” set forth in the related Co-Lender Agreement or the implementation of any recommended actions outlined
in an Asset Status Report relating to the Serviced Whole Loan, and to consider alternative actions recommended by such Non-Directing
Holder (or its designee or representative); provided, that after the expiration of a period of ten (10) Business Days from
the delivery to the related Non-Directing Holder (or its designee or representative) of written notice of a proposed action, together
with copies of the related notice, information or report, the Master Servicer or Special Servicer, as applicable, shall no longer
be obligated to consult with the applicable Non-Directing Holder (or its designee or representative) (unless the Master Servicer
or Special Servicer, as applicable, proposes a new course of action that is materially different from the action previously proposed,
in which case such ten (10) Business Day period shall begin anew from the date of such proposal and delivery of all information
relating thereto). Notwithstanding the foregoing non-binding consultation rights of the Non-Directing Holder, the Master Servicer
or the Special Servicer, as applicable, may take any “major decision” or “major action” set forth in the
related Co-Lender Agreement or any action set forth in the Asset Status Report before the expiration of the aforementioned ten
(10) Business Day period if the Master Servicer or the Special Servicer, as applicable, determines that immediate action with
respect thereto is necessary to protect the interests of the Certificateholder and the related Companion Loan Noteholder. Unless
specified otherwise in the related Co-Lender Agreement, neither the Master Servicer or the Special Servicer shall be obligated
at any time to follow or take any alternative actions recommended by the Non-Directing Holder; and

 

(b)       
in addition to the foregoing non-binding consultation rights, if provided for in the related Co-Lender Agreement, the Non-Directing
Holder shall have the right to annual conference calls with the Master Servicer or the Special Servicer at the offices of the
Master Servicer or the Special Servicer, as applicable, upon reasonable notice and at times reasonably acceptable to the Master
Servicer or the Special Servicer, as applicable, in which servicing issues related to the related Whole Loan are discussed.


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ARTICLE
VII

 

SERVICER
AND OPERATING ADVISOR TERMINATION

 

Section
7.01      Servicer Termination Events. (a) “Master Servicer Termination Event,”
wherever used herein, means any one of the following events:

 

(i)        
any failure by the Master Servicer (A) to make any deposit required to the Collection Account or the Serviced Whole Loan Custodial
Account for any Serviced Whole Loan on the day and by the time such deposit was first required to be made under the terms of this
Agreement, which failure is not remedied within two Business Days, (B) to deposit into, or remit to the Certificate Administrator
for deposit into, any Distribution Account any amount required to be so deposited or remitted (including, without limitation,
any required P&I Advance, unless the Master Servicer determines such P&I Advance is a Nonrecoverable Advance), which failure
is not remedied by 11:00 a.m. (New York City time) on the relevant Distribution Date (provided, that to the extent the
Master Servicer does not timely make such remittance to the Certificate Administrator, the Master Servicer shall pay the Certificate
Administrator for the account of the Certificate Administrator interest on any amount not timely remitted at the Prime Rate from
and including the applicable required remittance date to, but not including, the date such remittance is actually made), or (C)
to remit to any holder of a Serviced Companion Loan, as and when required by this Agreement or any related Co-Lender Agreement,
any amount required to be so remitted (which failure continues for two Business Days);

 

(ii)        
any failure on the part of the Master Servicer duly to observe or perform in any material respect any of its other covenants or
obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (15 days in the case of the
Master Servicer’s failure to make a Servicing Advance or 45 days in the case of failure to pay the premium for any insurance
policy required to be force placed by the Master Servicer pursuant to this Agreement or in any event such reasonable shorter period
of time as is necessary to avoid the commencement of foreclosure proceedings for any lien relating to unpaid real estate taxes
or assessments or a lapse in any required insurance coverage) after the date on which written notice of such failure, requiring
the same to be remedied, shall have been given to the Master Servicer, by (a) any other party hereto, with a copy to each other
party to this Agreement, (b) the Holders of Certificates of any Class evidencing Percentage Interests aggregating not less than
25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided, if such failure is capable of being
cured and the Master Servicer is diligently pursuing such cure, such 15-, 30- or 45-day period, as applicable, will be extended
an additional 30 days;

 

(iii)       
any breach on the part of the Master Servicer of any representation or warranty contained in Section 2.05(a) of this Agreement,
which materially and adversely affects the interests of any Class of Certificateholders or Serviced Companion Loan Noteholders
and which continues unremedied for a period of 30 days after the date on which notice of such breach, requiring the same to be
remedied, shall have been given (a) to the Master Servicer by any party hereto or (b) to the Master Servicer, the Special Servicer,
the Depositor and the Trustee (x) by the Holders of Certificates of any Class


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evidencing
Percentage Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided,
if such breach is capable of being cured and the Master Servicer is diligently pursuing such cure, such 30-day period will be
extended an additional 30 days;

 

(iv)       
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Master Servicer and such
decree or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;

 

(v)       
the Master Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the
Master Servicer or of or relating to all or substantially all of its property;

 

(vi)       
the Master Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;

 

(vii)      
the Master Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer and is
not restored to such status on such list within sixty (60) days;

 

(viii)     
KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one
or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and
in the case of clause (A) or (B), such qualification, downgrade or withdrawal or “watch status” placement
shall not have been withdrawn by KBRA within sixty (60) days of such event), and, in the case of either of clause (A) or
(B), publicly citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action;

 

(ix)       
the Master Servicer is no longer rated at least “CMS3” by Fitch and such Master Servicer is not reinstated to at least
that rating within 60 days of the delisting; or

 

(x)       
subject to Section 10.16(c), any failure by the Master Servicer to deliver (a) any Exchange
Act reporting items required to be delivered by the Master Servicer to the Trustee or the Certificate Administrator under Article
X (other than items to be delivered by a Mortgage Loan Seller Sub-Servicer) by the time required under Article
X after any applicable grace periods (including the five Business Day period specified in clause (y) below)
or (b) any Exchange Act reporting items that a primary servicer, sub-servicer or Servicing Function Participant (such entity,
the “Sub-Servicing Entity”)


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retained
by the Master Servicer (but excluding any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity
shall be terminated if it defaults in accordance with the provision of this clause (x);

 

then,
and in each and every such case, so long as a Master Servicer Termination Event shall not have been remedied, the Trustee may,
and at the written direction of (x) the Holders of at least 25% of the aggregate Voting Rights of all Certificates or (y) the
Depositor with respect to clause (x) above upon five (5) Business Days’ notice, shall, terminate all of the rights
and obligations of the Master Servicer (other than as set forth in Section 7.01(d)).
In the case of clauses (vii)-(ix), the Certificate Administrator shall be required to notify Certificateholders
and Serviced Companion Loan Noteholders of such Master Servicer Termination Event and request whether such Certificateholders
and, if applicable, Serviced Companion Loan Noteholders favor such termination.

 

If
the Master Servicer is also the Special Servicer and the Master Servicer is terminated as provided in this Section
7.01, then the Master Servicer shall also be terminated as Special Servicer.

 

If
the Master Servicer receives notice of termination under this Section 7.01(a) solely
due to a Master Servicer Termination Event under Section 7.01(a)(vii), Section 7.01(a)(viii)
or Section 7.01(a)(ix) and if the Master Servicer provides the Trustee with the appropriate
“request for proposal” materials within five (5) Business Days following such termination notice, then the Master
Servicer shall continue to serve as Master Servicer hereunder until a successor Master Servicer is selected in accordance with
this Section 7.01(a) Upon receipt of the “request for proposal” materials,
the Trustee shall promptly thereafter (using such “request for proposal” materials provided by the Master Servicer)
solicit good faith bids for the rights to service the Mortgage Loans and Serviced Companion Loans under this Agreement from at
least three (3) Persons qualified to act as Master Servicer hereunder in accordance with Section
6.02 and 7.02 of this Agreement (any such Person so qualified, a “Qualified Bidder”) or,
if three (3) Qualified Bidders cannot be located, then from as many persons as the Trustee can determine are Qualified Bidders;
provided that, at the Trustee’s request, the Master Servicer shall supply the Trustee with the names of Persons
from whom to solicit such bids; and provided, further, that the Trustee shall not be responsible if less than three
(3) or no Qualified Bidders submit bids for the right to service the Mortgage Loans and Serviced Companion Loans under this Agreement.
The bid proposal shall require any Successful Bidder (as defined below), as a condition of such bid, to enter into this Agreement
as successor Master Servicer, and to agree to be bound by the terms hereof, within 45 days after the notice of termination of
the Master Servicer. The materials provided to the Trustee shall provide for soliciting bids: (i) on the basis of such successor
Master Servicer retaining all Sub-Servicers to continue the primary servicing of the Mortgage Loans and Serviced Companion Loans
pursuant to the terms of the respective Sub-Servicing Agreements and entering into a Sub-Servicing Agreement with the terminated
Master Servicer to service each of the Mortgage Loans and Serviced Companion Loans for which it was the Master Servicer and not
subject to a Sub-Servicing Agreement at a sub-servicing fee rate per annum equal to, for each Mortgage Loan and Serviced
Companion Loan serviced, the excess of the related Servicing Fee Rate minus the related Excess Servicing Fee Rate (each, a “Servicing
Retained Bid”); and (ii) on the basis of terminating each Sub-Servicing Agreement and Sub-Servicer that it is permitted
to terminate in accordance with Section 3.01(c) of this Agreement (each, a “Servicing
Released


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Bid”).
The Trustee shall select the Qualified Bidder with the highest cash Servicing Retained Bid (or, if none, the highest cash Servicing
Released Bid from any Person qualified to act as a Master Servicer) (the “Successful Bidder”) to act as successor
Master Servicer hereunder; provided, that if the Trustee does not receive a Rating Agency Confirmation in accordance with
the procedures set forth in Section 3.30 of this Agreement with respect to such Successful
Bidder, then the Trustee shall repeat the bid process described above (but subject to the above described 45 day time period)
until such Rating Agency Confirmation is obtained. The Trustee shall direct the Successful Bidder to enter into this Agreement
as successor Master Servicer pursuant to the terms hereof no later than 45 days after notice of the termination of the Master
Servicer; provided, that the initial Master Servicer may request and obtain, with the prior written consent of the Directing
Holder, an additional 20 days for such sale and assumption to be completed so long as the initial Master Servicer delivers to
the Trustee an Officer’s Certificate stating that the sale and assumption of the right to service the Mortgage Loans and
Serviced Companion Loans cannot be completed in the initial 45-day period and specifying the reasons therefor.

 

Upon
the assignment and acceptance of master servicing rights hereunder (subject to the terms of Section
3.12 of this Agreement) to and by the Successful Bidder, the Trustee shall remit or cause to be remitted (i) if the
successful bid was a Servicing Retained Bid, to the Master Servicer to be terminated pursuant to this Section
7.01(a), the amount of such cash bid received from the Successful Bidder (net of “out of pocket” expenses
incurred in connection with obtaining such bid and transferring servicing) and (ii) if the successful bid was a Servicing Released
Bid, to the Master Servicer and each terminated Sub-Servicer its respective Bid Allocation.

 

The
Master Servicer to be terminated pursuant to this Section 7.01(a) shall be responsible
for all out of pocket expenses incurred in connection with the attempt to sell its rights to service the Mortgage Loans and Serviced
Companion Loans, which expenses are not reimbursed to the party that incurred such expenses pursuant to the preceding paragraph.

 

If
the Successful Bidder has not entered into this Agreement as successor Master Servicer within the above described time period
or no Successful Bidder was identified within the above described time period, the Master Servicer to be terminated pursuant to
Section 7.01(a) of this Agreement shall reimburse the Trustee for all reasonable “out
of pocket” expenses incurred by the Trustee in connection with such bid process and the Trustee shall have no further obligations
under this Section 7.01(a). The Trustee thereafter may act or may select a successor
to act as Master Servicer hereunder in accordance with Section 7.02 of this Agreement.

 

Notwithstanding
anything to the contrary in this Article VII, if the Master Servicer shall timely deliver
the notice and request for proposal materials referred to in the fourth preceding paragraph, no resignation or termination of
the Master Servicer shall be effective in connection with a Master Servicer Termination Event under Section
7.01(a)(vii), 7.01(a)(viii) or 7.01(a)(ix) of this Agreement, and the Master Servicer shall continue
to perform as such and to collect the servicing fee until the conclusion of the process described in this Section
7.01(a).

 

(b)       
“Special Servicer Termination Event,” wherever used herein, means any one of the following events:


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(i)        
any failure by the Special Servicer to deposit into the REO Account at or within the time specified by this Agreement and such
failure continues unremedied for two Business Days, or any failure by the Special Servicer to remit to Master Servicer for deposit
into, the Collection Account (or, in the case of a Serviced Whole Loan, the related Serviced Whole Loan Custodial Account) any
amount required to be so remitted by the Special Servicer pursuant to, and at the time specified by, the terms of this Agreement;
provided, that the failure of the Special Servicer to remit such amount to the Master Servicer shall not be a Special Servicer
Termination Event if such failure is remedied within two Business Days and if the Special Servicer has compensated the Master
Servicer for any loss of income on such amount suffered by the Master Servicer due to and caused by the late remittance of the
Special Servicer and reimburse the Trust for any resulting Advance Interest Amount due to the Master Servicer;

 

(ii)        
any failure on the part of the Special Servicer duly to observe or perform in any material respect any of its other covenants
or obligations contained in this Agreement, which failure continues unremedied for a period of 30 days (45 days in the case of
failure to pay the premium for any insurance policy required to be force placed by the Special Servicer pursuant to this Agreement
or in any event such reasonable shorter period of time as is necessary to avoid the commencement of foreclosure proceedings for
any lien relating to unpaid real estate taxes or assessments or a lapse in any required insurance coverage) after the date on
which written notice of such failure, requiring the same to be remedied, shall have been given to the Special Servicer, by (a)
any other party hereto, with a copy to each other party to this Agreement, (b) the Holders of Certificates of any Class evidencing
Percentage Interests aggregating not less than 25% of such Class or (c) an affected Serviced Companion Loan Noteholder; provided,
if such failure is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30- or 45-day period,
as applicable, will be extended an additional 30 days;

 

(iii)       
any breach on the part of the Special Servicer of any representation or warranty contained in Section
2.05(b) of this Agreement, which materially and adversely affects the interests of any Class of Certificateholders
or Serviced Companion Loan Noteholders and which continues unremedied for a period of 30 days after the date on which notice of
such breach, requiring the same to be remedied, shall have been given (a) to the Special Servicer by any party hereto, or (b)
to the Master Servicer, the Special Servicer, the Depositor and the Trustee (x) by the Holders of Certificates of any Class evidencing
Percentage Interests aggregating not less than 25% of such Class or (y) by an affected Serviced Companion Loan Noteholder; provided,
if such breach is capable of being cured and the Special Servicer is diligently pursuing such cure, such 30-day period will be
extended an additional 30 days;

 

(iv)       
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator, receiver, liquidator,
trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have been entered against the Special Servicer and such


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decree
or order shall have remained in force undischarged, undismissed or unstayed for a period of 60 days;

 

(v)       
the Special Servicer shall consent to the appointment of a conservator, receiver, liquidator, trustee or similar official in any
bankruptcy, insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings of or relating to the
Special Servicer or of or relating to all or substantially all of its property;

 

(vi)       
the Special Servicer shall admit in writing its inability to pay its debts generally as they become due, file a petition to take
advantage of any applicable bankruptcy, insolvency or reorganization statute, make an assignment for the benefit of its creditors,
voluntarily suspend payment of its obligations or take any corporate action in furtherance of the foregoing;

 

(vii)      
the Special Servicer is removed from S&P’s Select Servicer List as a U.S. Commercial Mortgage Special Servicer and
is not restored to such status on such list within sixty (60) days;

 

(viii)     
KBRA has (A) qualified, downgraded or withdrawn its rating or ratings of one or more Classes of Certificates, or (B) placed one
or more Classes of Certificates on “watch status” in contemplation of possible rating downgrade or withdrawal (and
in the case of clause (A) or (B), such qualification, downgrade or withdrawal or “watch status” placement
shall not have been withdrawn by KBRA within sixty (60) days of such event), and, in the case of either of clause (A) or (B),
publicly citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action;

 

(ix)       
the Special Servicer is no longer rated at least “CSS3” by Fitch and such Special Servicer is not reinstated to at
least that rating within 60 days of the delisting; or

 

(x)       
subject to Section 10.16(c), any failure by the Special Servicer to deliver (a) any Exchange
Act reporting items required to be delivered by the Special Servicer to the Trustee or the Certificate Administrator under Article
X by the time required under Article X after any applicable grace periods
(including the five Business Day period specified in clause (z) below) or (b) any Exchange Act reporting items that a primary
servicer, sub-servicer or Servicing Function Participant (such entity, the “Sub-Servicing Entity”) retained
by the Special Servicer (but excluding any Mortgage Loan Seller Sub-Servicer) is required to deliver (any Sub-Servicing Entity
shall be terminated if it defaults in accordance with the provision of this clause (x).

 

then,
and in each and every such case, so long as a Special Servicer Termination Event shall not have been remedied, the Trustee may,
and at the written direction of (v) the Holders of at least 25% of the aggregate Pooled Voting Rights of all Pooled Certificates
in the case of the Special Servicer with respect to any Mortgage Loan other than The Stanwix Mortgage Loan, (x) the Holders of
at least 25% of the aggregate Voting Rights of all Certificates in the case of the Special Servicer with respect to The Stanwix
Whole Loan, (y) for so long as no Control Termination Event has occurred and is continuing, the Directing Holder or (z) the Depositor
with respect to clause (x) above upon five (5) Business Days’ notice, shall, terminate all of the rights and obligations
of the


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Special
Servicer (other than the rights to indemnification provided in Section 6.03(a) of this
Agreement and compensation provided in Section 3.12(b) of this Agreement). In the case
of clauses (vii)-(ix) above, the Trustee shall, upon actual knowledge by a Responsible Officer of such Special Servicer
Termination Event, be required to notify the Special Servicer and the Certificate Administrator, and the Certificate Administrator,
upon receipt of such notice or upon actual knowledge by a Responsible Officer of such Special Servicer Termination Event, shall
notify the Certificateholders and Serviced Companion Loan Noteholders of such Special Servicer Termination Event and request whether
such Certificateholders and, if applicable, the Serviced Companion Loan Noteholders favor such termination.

 

(c)       
Notwithstanding Section 7.01(a), (i) if any Master Servicer Termination Event occurs
that affects a Serviced Companion Loan and the Master Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate
a Serviced Companion Loan Security qualifies, downgrades or withdraws its rating of such Serviced Companion Loan Security, publicly
citing servicing concerns with the Master Servicer as the sole or a material factor in such rating action and that rating action
is not withdrawn within 60 days, then the Trustee, at the direction of the Companion Loan Noteholder, shall direct the Master
Servicer to appoint a sub-servicer (or if a sub-servicer is then sub-servicing such Serviced Whole Loan, to appoint a new sub-servicer
to service such Serviced Whole Loan, but only if such existing sub-servicer is in default after any applicable cure periods under
the related sub-servicing agreement, and the Master Servicer shall be permitted to terminate the sub-servicing agreement due to
such default) with respect to all of the rights and obligations of the Master Servicer under this Agreement related to such Serviced
Whole Loan. The Master Servicer shall appoint a replacement sub-servicer with respect to such Serviced Whole Loan; provided,
that such sub-servicer meets the eligibility requirements of a successor master servicer under Section
7.02 (including receipt of a Rating Agency Confirmation relating to the Certificates and Serviced Companion Loan Securities,
if any) and the eligibility requirements of each Other PSA.

 

(d)       
Notwithstanding Section 7.01(b), (i) if any Special Servicer Termination Event occurs
that affects a Serviced Companion Loan and the Special Servicer is not otherwise terminated or (ii) if an NRSRO engaged to rate
a Serviced Companion Loan Security qualifies, downgrades or withdraws its rating of such Serviced Companion Loan Security, publicly
citing servicing concerns with the Special Servicer as the sole or a material factor in such rating action and that rating action
is not withdrawn within 60 days, then the Trustee, at the direction of the Companion Loan Noteholder, shall terminate the Special
Servicer with respect to the related Serviced Whole Loan only, but no other Mortgage Loan.

 

(e)       
If the Master Servicer or the Special Servicer is terminated pursuant to this Section 7.01,
the Trustee (the “Terminating Party”) shall, by notice in writing to the Master Servicer or the Special Servicer,
as the case may be (the “Terminated Party”), terminate all of its rights and obligations under this Agreement
and in and to the Mortgage Loans and the proceeds thereof, other than any rights the Terminated Party has to Excess Servicing
Fees, any rights it has hereunder as a Certificateholder and any rights or obligations that accrued prior to the date of such
termination (including the right to receive all amounts accrued or owing to it under this Agreement, plus interest at the Reimbursement
Rate on such amounts until received to the extent such amounts bear interest as provided in this Agreement, with respect to periods
prior to the date of such termination and the right to the benefits of Section 6.03 of
this Agreement notwithstanding any


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such
termination), and with respect to the Special Servicer, the right to receive any Workout Fee subsequent to its termination as
Special Servicer, pursuant to Section 3.12(b) of this Agreement. No successor Special
Servicer shall be entitled to such Workout Fee received by the terminated Special Servicer. On or after the receipt by the Terminated
Party of such written notice, all of its authority and power under this Agreement, whether with respect to the Certificates (except
that the Terminated Party shall retain its rights as a Certificateholder if and to the extent that it is a Certificateholder),
the Mortgage Loans, the Serviced Companion Loans or otherwise, shall pass to and be vested in the Terminating Party pursuant to
and under this Section and, without limitation, the Terminating Party is hereby authorized and empowered to execute and deliver,
on behalf of and at the expense of the Terminated Party, as attorney-in-fact or otherwise, any and all documents and other instruments,
and to do or accomplish all other acts or things necessary or appropriate to effect the purposes of such notice of termination,
whether to complete the transfer and endorsement or assignment of the Mortgage Loans and related documents, or otherwise. The
Master Servicer and the Special Servicer each agree in the event it is terminated pursuant to this Section
7.01 to promptly (and in any event no later than ten Business Days subsequent to such notice) provide, at its own expense,
the Terminating Party with all documents and records requested by the Terminating Party to enable the Terminating Party to assume
its functions hereunder, and to cooperate with the Terminating Party and the successor to its responsibilities hereunder in effecting
the termination of its responsibilities and rights hereunder, including, without limitation, the transfer to the successor Master
Servicer or Special Servicer or the Terminating Party, as applicable, for administration by it of all cash amounts which shall
at the time be or should have been credited by the Master Servicer or the Special Servicer to the Collection Account, the applicable
Serviced Whole Loan Custodial Account, any REO Account, the Loss of Value Reserve Fund, any Gain-on-Sale Reserve Account, Lock-Box
Account or Cash Collateral Account or which shall thereafter be received with respect to the Mortgage Loans, and shall promptly
provide the Terminating Party or such successor Master Servicer or successor Special Servicer (which may include the Trustee)
all documents and records reasonably requested by it, such documents and records to be provided in such form as the Terminating
Party or such successor Master Servicer or Special Servicer shall reasonably request (including electronic form), to enable it
to assume the Master Servicer’s or Special Servicer’s function hereunder. All reasonable costs and expenses of the
Terminating Party (including the cost of obtaining a Rating Agency Confirmation and any applicable indemnity) or the successor
Master Servicer or successor Special Servicer incurred in connection with transferring the Mortgage Files to the successor Master
Servicer or Special Servicer and amending this Agreement to reflect such succession as successor Master Servicer or successor
Special Servicer pursuant to this Section 7.01 shall be paid by the predecessor Master
Servicer or the Special Servicer, as applicable, upon presentation of reasonable documentation of such costs and expenses. If
the predecessor Master Servicer or Special Servicer (as the case may be) has not reimbursed the Terminating Party or the successor
Master Servicer or Special Servicer for such expenses within 90 days after the presentation of reasonable documentation, such
expense shall be reimbursed by the Trust Fund; provided that the Terminated Party shall not thereby be relieved of its
liability for such expenses. If and to the extent that the Terminated Party has not reimbursed such costs and expenses, the Terminating
Party shall have an affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund.

 

In
no event shall the Trustee or the Certificate Administrator be deemed to have knowledge of, or be aware of, any Master Servicer
Termination Event or Special Servicer


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Termination
Event until a Responsible Officer of the Trustee or the Certificate Administrator, as the case may be, has received written notice
thereof or has actual knowledge thereof.

 

Section
7.02      Trustee to Act; Appointment of Successor. Upon the receipt of a notice of termination
by the Master Servicer or the Special Servicer pursuant to Section 7.01 of this Agreement, the Terminating Party (subject
to Section 7.01(a) and Section 7.01(c)) shall be its successor, until a successor is appointed by the Directing
Holder as provided in this Section 7.02 or Section 3.22(b), as applicable, in all respects in its capacity as the
Master Servicer or the Special Servicer under this Agreement and the transactions set forth or provided for herein and, except
as provided herein, shall be subject to all the responsibilities, duties, limitations on liability and liabilities relating thereto
and arising thereafter placed on the Master Servicer or Special Servicer by the terms and provisions hereof, provided,
that (i) the Terminating Party shall have no responsibilities, duties, liabilities or obligations with respect to any act or omission
of the Master Servicer or Special Servicer and (ii) any failure to perform, or delay in performing, such duties or responsibilities
caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies
shall not be considered a termination event for such successor hereunder. The Trustee, as successor Master Servicer or successor
Special Servicer, shall be indemnified to the full extent provided to the Master Servicer or Special Servicer, as applicable,
under this Agreement prior to the Master Servicer’s or the Special Servicer’s termination. The appointment of a
successor Master Servicer or successor Special Servicer shall not affect any liability of the predecessor Master Servicer or Special
Servicer which may have arisen prior to its termination as the Master Servicer or the Special Servicer. The Terminating Party
shall not be liable for any of the representations and warranties of the Master Servicer or Special Servicer herein or in any
related document or agreement, for any acts or omissions of the predecessor Master Servicer or predecessor Special Servicer or
for any losses incurred in respect of any Permitted Investment by the Master Servicer pursuant to Section 3.07 hereunder
nor shall the Trustee be required to purchase any Mortgage Loan or any Serviced Companion Loan hereunder. As compensation therefor,
the Terminating Party as successor Master Servicer or successor Special Servicer shall be entitled to the Servicing Compensation
or Special Servicing Compensation, as applicable, and all funds relating to the Mortgage Loans or the Serviced Companion Loans
that accrue after the date of the Terminating Party’s succession to which such predecessor Master Servicer or Special Servicer
would have been entitled if such predecessor Master Servicer or Special Servicer, as applicable, had continued to act hereunder.
If any Advances made by the Master Servicer or the Trustee shall at any time be outstanding, or any amounts of interest thereon
shall be accrued and unpaid, all amounts available to repay Advances and interest hereunder shall be applied entirely to the Advances
made by the Trustee (and the accrued and unpaid interest thereon), until such Advances and interest shall have been repaid in
full. Notwithstanding the above, the Trustee may, if it shall be unwilling to so act, or shall if it is unable to so act or if
the Holders of Certificates entitled to (i) in the case of the Master Servicer, at least 25% of the aggregate Voting Rights (or,
for so long as no Control Termination Event has occurred and is continuing, the Controlling Class Representative), (ii) in the
case of the Special Servicer for any Mortgage Loans other than The Stanwix Mortgage Loan, at least 25% of the aggregate Pooled
Voting Rights or (iii) in the case of the Special Servicer of The Stanwix Mortgage Loan, at least 25% of the aggregate Voting
Rights (or, for so long as no Control Termination Event has occurred and is continuing, the Directing Holder), so request in writing
to the Trustee, or, with respect to a Serviced Whole Loan, if an affected Serviced Companion Loan Noteholder so requests in writing
to the Trustee, or if the Trustee is not an “approved” servicer by any of the Rating Agencies for


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mortgage
pools similar to the Trust Fund, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage
loan servicing institution that, for so long as no Control Termination Event has occurred and is continuing, has been approved
by the Directing Holder (which approval shall not be unreasonably withheld) to act as the successor to the Master Servicer or
Special Servicer, as applicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities
of the Master Servicer or Special Servicer hereunder; provided that the Trustee shall obtain a Rating Agency Confirmation
with respect to the Certificates and any Serviced Companion Loan Securities. No appointment of a successor to the Master Servicer
or Special Servicer hereunder shall be effective until the assumption by such successor of all the Master Servicer’s or
Special Servicer’s responsibilities, duties and liabilities hereunder, which appointment has been approved, if no Control
Termination Event has occurred and is continuing, by the Directing Holder, such approval not to be unreasonably withheld. Pending
appointment of a successor to the Master Servicer (or the Special Servicer if the Special Servicer is also the Master Servicer)
hereunder, unless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove
provided. Pending the appointment of a successor to the Special Servicer, the Trustee shall act in such capacity. In connection
with such appointment and assumption described herein, the Trustee may make such arrangements for the compensation of such successor
out of payments on Mortgage Loans, Serviced Companion Loans or otherwise as it and such successor shall agree; provided,
that no such compensation shall be in excess of that permitted to the Terminated Party hereunder, unless no successor to the Terminated
Party can be obtained to perform the obligations of such Terminated Party hereunder, in which case additional amounts shall be
paid to such successor and such amounts in excess of that permitted the Terminated Party shall be treated as Pooled Realized Losses.
Any successor Special Servicer shall be subject to the rights of the Directing Holder under Section
3.22(b) of this Agreement. The Depositor, the Trustee, the Master Servicer or Special Servicer and such successor shall
take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession.

 

If
the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning
or terminated Master Servicer, it may reduce the Master Servicer’s Excess Servicing Fee Rate to the extent that its or
such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation.
If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate
pursuant to this Section 7.02, it may reduce the Master Servicer’s Excess Servicing
Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor
Master Servicer that meets the requirements of this Section 7.02.

 

Section
7.03      Notification to Certificateholders and Other Persons. (a) Upon its receipt of written
notice of any termination pursuant to Section 7.01 above or appointment of a successor to the Master Servicer or the Special
Servicer, the Certificate Administrator shall give prompt written notice thereof to Certificateholders at their respective addresses
appearing in the Certificate Register, the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information
Provider’s Website pursuant to Section 3.14(d) of this Agreement), the Operating Advisor, the Asset Representations
Reviewer and to each Serviced Companion Loan Noteholder at its address appearing in the Serviced Companion Loan Noteholder Register.

 

(b)       
Within 30 days after the occurrence of any Servicer Termination Event, Operating Advisor Termination Event or Asset Representations
Reviewer Termination Event of


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which
a Responsible Officer of the Trustee has actual knowledge, the Trustee shall transmit by mail to the Depositor, the Certificate
Administrator (who shall then notify all Holders of Certificates), the 17g-5 Information Provider (who shall promptly post such
notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d)
of this Agreement), and each Serviced Companion Loan Noteholder, notice of such Servicer Termination Event, Operating Advisor
Termination Event or Asset Representations Reviewer Termination Event, unless such Servicer Termination Event, Operating Advisor
Termination Event or Asset Representations Reviewer Termination Event shall have been cured or waived.

 

Section
7.04      Other Remedies of Trustee. During the continuance of any Servicer Termination Event,
so long as the Servicer Termination Event shall not have been remedied, the Trustee, in addition to the rights specified in Section
7.01 of this Agreement, shall have the right, in its own name as Trustee of an express trust, to take all actions now or hereafter
existing at law, in equity or by statute to enforce its rights and remedies and to protect the interests, and enforce the rights
and remedies, of the Certificateholders and, in the case of any Serviced Companion Loan, of the related Serviced Companion Loan
Noteholders (including the institution and prosecution of all judicial, administrative and other proceedings and the filing of
proofs of claim and debt in connection therewith). In such event, the legal fees, expenses and costs of such action and any liability
resulting therefrom shall be expenses, costs and liabilities of the Trust Fund (and, in the case of any Serviced Whole Loan, such
amounts shall be allocated in accordance with the expense allocation provision of the related Co-Lender Agreement). Except as
otherwise expressly provided in this Agreement, no remedy provided for by this Agreement shall be exclusive of any other remedy,
and each and every remedy shall be cumulative and in addition to any other remedy, and no delay or omission to exercise any right
or remedy shall impair any such right or remedy or shall be deemed to be a waiver of any Servicer Termination Event.

 

Section
7.05      Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination.
The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates (or 66-2/3% of
the aggregate Pooled Voting Rights of the Pooled Certificates with respect to the Special Servicer of any Mortgage Loans other
than The Stanwix Mortgage Loan) may, together with each affected Serviced Companion Loan Noteholder (to the extent they are adversely
affected by such Servicer Termination Event or Operating Advisor Termination Event, as applicable), on behalf of all Holders of
Certificates waive any termination event with respect to the Master Servicer, the Special Servicer or the Operating Advisor in
the performance of its obligations hereunder and its consequences, except a termination event with respect to making any required
deposits (including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, any Serviced
Whole Loan Custodial Account or the Lower-Tier REMIC Distribution Account, or in remitting payments as received, in each case
in accordance with this Agreement. Upon any such waiver of a past termination event, such termination event shall cease to exist,
and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied
for every purpose of this Agreement. No such waiver shall extend to any subsequent or other termination event or impair any right
consequent thereon. Notwithstanding the foregoing, a Master Servicer Termination Event under Section 7.01(a)(x) or a Special
Servicer Termination Event under Section 7.01(b)(x) of this Agreement may be waived only with the consent of the Depositor.


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Section
7.06      Trustee as Maker of Advances. If the Master Servicer fails to fulfill its obligations
hereunder to make any Advances and such failure remains uncured, the Trustee shall perform such obligations (x) within five Business
Days of the Master Servicer Termination Event resulting from such failure by the Master Servicer with respect to Servicing Advances
to the extent a Responsible Officer of the Trustee has actual knowledge of such failure with respect to such Servicing Advances
and (y) by 12:00 noon (New York City time) on the related Distribution Date with respect to P&I Advances pursuant to the Trustee’s
receipt of notice of failure pursuant to Section 4.07(a) of this Agreement unless the Trustee has received notice that
such failure has been cured by 11:00 a.m. on such Distribution Date. With respect to any such Advance made by the Trustee, the
Trustee shall succeed to all of the Master Servicer’s rights with respect to Advances hereunder, including, without limitation,
the Master Servicer’s rights of reimbursement and interest on each Advance at the Reimbursement Rate, and rights to determine
that a proposed Advance is a Nonrecoverable Advance (without regard to any impairment of any such rights of reimbursement caused
by the Master Servicer’s failure to perform its obligations hereunder); provided, that if Advances made by the Trustee
and the Master Servicer shall at any time be outstanding, or any interest on any Advance shall be accrued and unpaid, all amounts
available to repay such Advances and the interest thereon hereunder shall be applied entirely to the Advances outstanding to the
Trustee, until such Advances shall have been repaid in full, together with all interest accrued thereon, prior to reimbursement
of the Master Servicer for such Advances. The Trustee shall be entitled to conclusively rely on any notice given with respect
to a Nonrecoverable Advance or any determination of nonrecoverability in connection therewith by the Master Servicer hereunder.

 

Section
7.07      Termination of the Operating Advisor. (a) An “Operating Advisor Termination
Event” means any one of the following events whether any such event shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:

 

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

 

(ii)        
any failure by the Operating Advisor to perform in accordance with the Operating Advisor Standard which failure shall continue
unremedied for a period of 30 days;

 

(iii)       
any failure by the Operating Advisor to be an Eligible Operating Advisor, which failure shall continue unremedied for a period
of 30 days;


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

 

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

 

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

 

Upon
receipt by the Certificate Administrator of notice of the occurrence of any Operating Advisor Termination Event, the Certificate
Administrator shall promptly provide written notice to all Certificateholders by posting such notice on the Certificate Administrator’s
Website and by mail, unless the Certificate Administrator has received notice that it has been remedied. If an Operating Advisor
Termination Event has occurred then, and in each and every such case, so long as such Operating Advisor Termination Event shall
not have been remedied, either (i) the Trustee may or (ii) upon the written direction of holders of Certificates evidencing not
less than 25% of the Voting Rights of each Class of Regular Certificates, the Trustee shall, terminate all of the rights and obligations
of the Operating Advisor under this Agreement, other than rights and obligations accrued prior to such termination, including
the right to receive all amounts accrued and owing to it under this Agreement, and other than indemnification rights (arising
out of events occurring prior to such termination), by notice in writing to the Operating Advisor; provided that no such termination
shall be effective until a successor Operating Advisor has been appointed and has assumed all of the obligations of the Operating
Advisor under this Agreement. Notwithstanding anything herein to the contrary, the Depositor shall have the right, but not the
obligation, to notify the Certificate Administrator and the Trustee of any Operating Advisor Termination Event of which the Depositor
has actual knowledge.

 

(b)       
Upon (i) the written direction of holders of Certificates evidencing not less than 15% of the aggregate Voting Rights requesting
a vote to terminate and replace the Operating Advisor with a proposed successor Operating Advisor that is an Eligible Operating
Advisor and (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by
the Certificate Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide
written notice thereof to the Operating Advisor and to all Certificateholders by (i) posting such notice on the Certificate Administrator’s
Website and (ii) mail at their addresses appearing in the Certificate Register. Upon the written direction of Holders of Certificates
evidencing more than 50% of the Voting Rights that exercise their right to vote (provided that Holders of at least 50%
of the Voting Rights exercise their right to vote), the


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Trustee
shall terminate all of the rights and obligations of the Operating Advisor with respect to the Mortgage Loans under this Agreement
by notice in writing to the Operating Advisor, other than rights and obligations accrued prior to such termination including the
right to receive all amounts accrued and owing to it under this Agreement and other than indemnification rights arising out of
events occurring prior to such termination. The provisions set forth in the foregoing sentences of this Section
7.07(b) shall be binding upon and inure to the benefit of solely the Certificateholders and the Trustee as between
each other. The Operating Advisor shall not have any cause of action based upon or arising from any breach or alleged breach of
such provisions other than may arise, as a result of the failure to comply with the above described voting procedures. As between
the Operating Advisor, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be entitled in
their sole discretion to vote for the termination or not vote for the termination of the Operating Advisor.

 

(c)       
On or after the receipt by the Operating Advisor of such written notice of termination, subject to the foregoing, all of its authority
and power under this Agreement shall be terminated and, without limitation, the terminated Operating Advisor shall execute any
and all documents and other instruments, and do or accomplish all other acts or things reasonably necessary or appropriate to
effect the purposes of such notice of termination. As soon as practicable, but in no event later than 15 Business Days after (1)
the Operating Advisor resigns pursuant to Section 6.04(a) of this Agreement or (2) the
Certificate Administrator delivers such written notice of termination to the Operating Advisor, the Trustee shall upon the written
direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of each Class of Regular Certificates of
each Class of Certificates appoint a successor Operating Advisor that is an Eligible Operating Advisor, which successor Operating
Advisor may be an Affiliate of the Trustee and shall be the proposed Operating Advisor in the case of a termination pursuant to
Section 7.07(b) of this Agreement; provided, that if the Trustee is acting as the successor
Master Servicer or successor Special Servicer, neither the Trustee nor any of its Affiliates shall be the successor Operating
Advisor. The Trustee shall provide written notice of the appointment of a successor Operating Advisor to the Master Servicer,
the Special Servicer and the Certificate Administrator (and the Certificate Administrator shall promptly provide such notice to
the Controlling Class Representative, each Serviced Companion Loan Noteholder and each Certificateholder) within one Business
Day of such appointment. The Operating Advisor shall not at any time be the Depositor, the Master Servicer, the Special Servicer,
a Mortgage Loan Seller, an Other Depositor, an Other Servicer, an Other Special Servicer or an Affiliate of any of them. If any
of such entities becomes the Operating Advisor, including by means of an Affiliation arising after the date hereof, the Operating
Advisor shall immediately resign or cause an assignment under Section 6.04 of this Agreement
and the Trustee shall upon the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights
of each Class of Certificates appoint a successor Operating Advisor subject to and in accordance with this Section
7.07(c), which successor Operating Advisor may be an Affiliate of the Trustee.

 

(d)       
Upon any termination of the Operating Advisor and appointment of a successor to the Operating Advisor, the Trustee shall, as soon
as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate Administrator, the Depositor,
the Certificateholders, any Serviced Companion Loan Noteholder and, if no Consultation Termination Event has occurred and is continuing,
the Controlling Class Representative and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information



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Provider’s
Website pursuant to Section 3.14(d) of this Agreement). If the Operating Advisor is terminated,
all of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior
to the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and
other than indemnification rights (arising out of events occurring prior to such termination).

 

(e)       
If there are no Classes of Certificates outstanding other than the Control Eligible Certificates, the Class S Certificates and
the Class R Certificates, then all of the rights and obligations of the Operating Advisor under this Agreement shall terminate
without payment of any termination fee (other than any rights or obligations that accrued prior to the date of such termination
(including accrued and unpaid compensation) and other than indemnification rights arising out of events occurring prior to such
termination). If the Operating Advisor is terminated pursuant to this Section 7.07(e),
then no replacement Operating Advisor shall be appointed. The Trustee shall provide the Operating Advisor with prompt notice upon
its termination pursuant to this Section 7.07(e).

 

ARTICLE
VIII

 

CONCERNING
THE TRUSTEE AND CERTIFICATE ADMINISTRATOR 

 

Section
8.01      Duties of Trustee and Certificate Administrator. (a) Each of the Trustee and the Certificate
Administrator undertakes to perform such duties and only such duties as are specifically set forth in this Agreement and no permissive
right of the Trustee shall be construed as a duty. During the continuance of a Servicer Termination Event of which a Responsible
Officer of the Trustee has actual knowledge, the Trustee, subject to the provisions of Section 7.02 and 7.05 of
this Agreement shall exercise such of the rights and powers vested in it by this Agreement, and use the same degree of care and
skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of such person’s
own affairs.

 

(b)       
The Trustee and the Certificate Administrator, upon receipt of any resolutions, certificates, statements, opinions, reports, documents,
orders or other instruments furnished to the Trustee or the Certificate Administrator, as the case may be, which are specifically
required to be furnished pursuant to any provision of this Agreement (other than the Mortgage Files, the review of which is specifically
governed by the terms of Article II, the Diligence Files, any CREFC®
reports and any information delivered for posting to the Certificate Administrator’s Website or the 17g-5 Information Provider’s
Website), shall examine them to determine whether they conform on their face to the requirements of this Agreement; provided,
that, the Trustee or the Certificate Administrator, as applicable, shall not be responsible for the accuracy or content of any
such resolution, certificate, statement, opinion, report, document, order or other instrument provided to it hereunder. If any
such instrument is found not to conform on its face to the requirements of this Agreement in a material manner, the Trustee or
the Certificate Administrator, as applicable, shall request the provider of such instrument to have the instrument corrected,
and if the instrument is not corrected to such Trustee’s or such Certificate Administrator’s reasonable satisfaction,
such Trustee or such Certificate Administrator will provide notice thereof to the Certificateholders.


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(c)       
None of the Trustee, the Certificate Administrator or any of their officers, directors, employees, agents or “control”
persons within the meaning of the Act shall have any liability arising out of or in connection with this Agreement, provided
that, subject to Section 8.02 of this Agreement, no provision of this Agreement shall
be construed to relieve the Trustee, the Certificate Administrator or any such person, from liability for its own negligent action,
its own negligent failure to act or its own willful misconduct or its own bad faith; and provided, further, that:

 

(i)        
The Trustee’s and the Certificate Administrator’s duties and obligations shall be determined solely by the express
provisions of this Agreement, neither the Trustee nor the Certificate Administrator shall be liable except for the performance
of such duties and obligations as are specifically set forth in regard to such party in this Agreement, no implied covenants or
obligations shall be read into this Agreement against the Trustee or the Certificate Administrator and, in the absence of bad
faith on the part of the Trustee or the Certificate Administrator, as the case may be, the Trustee and the Certificate Administrator
may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon any resolutions,
certificates, statements, reports, opinions, documents, orders or other instruments furnished to the Trustee or the Certificate
Administrator, as the case may be, that conform on their face to the requirements of this Agreement to the extent set forth herein
without responsibility for investigating the contents thereof;

 

(ii)        
Reserved;

 

(iii)       
Neither the Trustee nor the Certificate Administrator shall be personally liable with respect to any action taken, suffered or
omitted to be taken by it in good faith in accordance with the direction of Holders of Certificates entitled to greater than 25%
of the Percentage Interests (or such other higher or lower percentage as is specified herein) of each affected Class, or of the
aggregate Voting Rights of the Certificates, relating to the time, method and place of conducting any proceeding for any remedy
available to the Trustee or the Certificate Administrator, as the case may be, or exercising any trust or power conferred upon
the Trustee or the Certificate Administrator, as the case may be, under this Agreement;

 

(iv)       
Neither the Trustee nor the Certificate Administrator nor any of their directors, officers, employees, agents or control persons
shall be responsible for any act or omission of any Custodian, Paying Agent or Certificate Registrar that is not an Affiliate
of the Trustee or Certificate Administrator, respectively, and that is selected other than by the Trustee or Certificate Administrator,
respectively, performed or omitted in compliance with any custodial or other agreement, or any act or omission of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer or any other Person, including,
without limitation, in connection with actions taken pursuant to this Agreement;

 

(v)       
Neither the Trustee nor the Certificate Administrator shall be under any obligation to appear in, prosecute or defend any legal
action which is not incidental to its respective duties as Trustee or Certificate Administrator in accordance with this Agreement


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(and,
if it does, all legal expenses and costs of such action shall be expenses and costs of the Trust Fund (and, in the case of any
Whole Loan, any such costs and expenses shall be allocated in accordance with the allocation provisions of the related Co-Lender
Agreement), and the Trustee or the Certificate Administrator, as applicable, shall be entitled, as provided in Section
3.06 hereof, to be reimbursed therefor from amounts on deposit in the Collection Account (and with respect to any Serviced
Whole Loan, the related Serviced Whole Loan Custodial Account) or the Distribution Account and identified on the Trust Ledger,
unless such legal action arises out of the negligence or bad faith of the Trustee or Certificate Administrator, as applicable,
or any breach of a representation or warranty of the Trustee or Certificate Administrator, as applicable, contained herein; and

 

(vi)       
Neither the Trustee nor the Certificate Administrator shall be charged with knowledge of any act, failure to act or breach of
any Person upon the occurrence of which the Trustee or Certificate Administrator, as applicable, may be required to act, unless
a Responsible Officer of the Trustee or Certificate Administrator, as applicable, obtains actual knowledge of such act, failure
or breach. Neither the Trustee nor the Certificate Administrator shall be deemed to have actual knowledge of the Master Servicer’s
or the Special Servicer’s failure to provide scheduled reports, certificates and statements when and as required to be
delivered to the Trustee or Certificate Administrator, as applicable, pursuant to this Agreement.

 

None
of the provisions contained in this Agreement shall require either the Trustee, in its capacity as Trustee or the Certificate
Administrator, in its capacity as Certificate Administrator, to expend or risk its own funds, or otherwise incur financial liability
in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if in the opinion of the
Trustee or the Certificate Administrator, as the case may be, the repayment of such funds or adequate indemnity against such risk
or liability is not reasonably assured to it, and none of the provisions contained in this Agreement shall in any event require
the Trustee or the Certificate Administrator, as the case may be, to perform, or be responsible for the manner of performance
of, any of the obligations of the Master Servicer, the Special Servicer, the Asset Representations Reviewer or the Operating Advisor
under this Agreement, except, in the case of the Trustee, during such time, if any, as the Trustee shall be the successor to,
and be vested with the rights, duties, powers and privileges of, the Master Servicer or the Special Servicer in accordance with
the terms of this Agreement. Neither the Trustee nor the Certificate Administrator shall be required to post any surety or bond
of any kind in connection with its performance of its obligations under this Agreement and neither the Trustee nor the Certificate
Administrator shall be liable for any loss on any investment of funds pursuant to this Agreement. Notwithstanding any other provision
hereof, when acting as the Master Servicer or Special Servicer hereunder, the Trustee shall comply with the Servicing Standard.

 

Section
8.02      Certain Matters Affecting the Trustee and the Certificate Administrator. (a) Except
as otherwise provided in Section 8.01 of this Agreement:

 

(i)        
The Trustee and the Certificate Administrator may request and/or conclusively rely upon and shall be protected in acting or refraining
from acting upon any resolution, Officer’s Certificate, certificate of auditors or any other certificate, statement,


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instrument,
opinion, report, notice, request, consent, order, appraisal, bond or other paper or document reasonably believed by it to be genuine
and to have been signed or presented by the proper party or parties and neither the Trustee nor the Certificate Administrator
shall have any responsibility to ascertain or confirm the genuineness of any such party or parties;

 

(ii)        
Each of the Trustee and the Certificate Administrator may consult with counsel and the written advice of such counsel or any Opinion
of Counsel shall be full and complete authorization and protection in respect of any action taken or suffered or omitted by it
hereunder in good faith and in accordance with the written advice of such counsel or such Opinion of Counsel;

 

(iii)       
(A) Neither the Trustee nor the Certificate Administrator shall be under any obligation to exercise any of the trusts or powers
vested in it by this Agreement or to make any investigation of matters arising hereunder or institute, conduct or defend any litigation
hereunder or in relation hereto at the request, order or direction of any of the Certificateholders, pursuant to the provisions
of this Agreement, unless such Certificateholders shall have offered to the Trustee or the Certificate Administrator, as the case
may be, security or indemnity reasonably satisfactory to the Trustee or the Certificate Administrator, as the case may be, against
the costs, expenses and liabilities which may be incurred therein or thereby, provided that nothing contained herein shall
relieve the Trustee of the obligations, upon the occurrence of a Servicer Termination Event (which has not been cured or waived)
of which a Responsible Officer of the Trustee has actual knowledge, to exercise such of the rights and powers vested in it by
this Agreement, and to use the same degree of care and skill in their exercise, as a prudent person would exercise or use under
the circumstances in the conduct of such person’s own affairs; and (B) the right of the Trustee and the Certificate Administrator
to perform any discretionary act enumerated in this Agreement shall not be construed as a duty, and the Trustee or the Certificate
Administrator, as the case may be, shall not be answerable for other than its own negligence or willful misconduct or bad faith
in the performance of any such act;

 

(iv)       
None of the Trustee, the Certificate Administrator or any of their directors, officers, employees, Affiliates, agents or “control”
persons within the meaning of the Act shall be personally liable (A) for an error of judgment made in good faith by a Responsible
Officer of the Trustee or the Certificate Administrator, as the case may be, unless it shall be proved that the Trustee or the
Certificate Administrator, as the case may be, was negligent in ascertaining the pertinent facts or (B) for any action taken,
suffered or omitted by it in good faith and reasonably believed by the Trustee or the Certificate Administrator, as the case may
be, to be authorized or within the discretion or rights or powers conferred upon it by this Agreement;

 

(v)       
Neither the Trustee nor the Certificate Administrator shall be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, appraisal, bond or other
paper or document, unless requested in writing to do so by Holders of Certificates entitled to greater than 25% (or such other
percentage as is specified herein) of the Percentage Interests of each affected Class; provided, that if the payment within
a reasonable time to the Trustee or the Certificate Administrator, as the case may be, of the costs, expenses or


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liabilities
likely to be incurred by it in the making of such investigation is, in the opinion of the Trustee or the Certificate Administrator,
as the case may be, not reasonably assured to the Trustee or the Certificate Administrator, as the case may be, by the security
afforded to it by the terms of this Agreement, the Trustee or the Certificate Administrator, as the case may be, may require indemnity
reasonably satisfactory to it from such requesting Holders against such cost, expense or liability as a condition to taking any
such action. The reasonable expense of every such investigation shall be paid by the Master Servicer, the Special Servicer or
the Operating Advisor, as applicable, if a Servicer Termination Event or Operating Advisor Termination Event shall have occurred
and be continuing relating to the Master Servicer, the Special Servicer or the Operating Advisor, respectively, and otherwise
by the Certificateholders requesting the investigation;

 

(vi)       
The Trustee and the Certificate Administrator may execute any of the trusts or powers hereunder and the Trustee and the Certificate
Administrator may perform any duties hereunder either directly or by or through agents, nominees, custodians or attorneys but
shall not be relieved of the obligations hereunder; provided, that the Trustee or the Certificate Administrator, as the
case may be, may not perform any duties hereunder through any Person that is a Prohibited Party; and

 

(vii)      
Other than in the case of actual fraud (as determined by a non-appealable final court order), in no event shall the Trustee or
the Certificate Administrator, as applicable, be liable for special, punitive, indirect or consequential loss or damage of any
kind whatsoever (including, but not limited to lost profits), even if the Trustee or the Certificate Administrator, as applicable,
has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

(viii)     
In no event shall the Trustee or the Certificate Administrator be liable for any failure or delay in the performance of its obligations
hereunder due to force majeure or acts of God; provided that such failure or delay is not also a result of its own negligence,
bad faith or willful misconduct; and

 

(ix)       
Nothing herein shall require the Trustee or the Certificate Administrator to act in any manner that is contrary to applicable
law.

 

(b)       
Following the Startup Day, the Trustee and the Certificate Administrator shall not, except as expressly required by any provision
of this Agreement, accept any contribution of assets to the Trust Fund unless the Trustee or the Certificate Administrator shall
have received an Opinion of Counsel (the costs of obtaining such opinion to be borne by the Person requesting such contribution)
to the effect that the inclusion of such assets in the Trust Fund will not cause an Adverse REMIC Event or cause the Grantor Trust
to fail to qualify as a grantor trust.

 

(c)       
All rights of action under this Agreement or under any of the Certificates, enforceable by the Trustee and the Certificate Administrator,
may be enforced by it without the possession of any of the Certificates, or the production thereof at the trial or other proceeding
relating thereto, and any such suit, action or proceeding instituted by the Trustee and the Certificate Administrator shall be
brought in its name for the benefit of all the Holders of such Certificates, subject to the provisions of this Agreement.


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(d)       
Neither the Trustee nor the Certificate Administrator shall have a duty to conduct any affirmative investigation as to the occurrence
of any condition requiring the repurchase of any Mortgage Loan by any Mortgage Loan Seller pursuant to this Agreement or the eligibility
of any Mortgage Loan for purposes of this Agreement.

 

(e)       
Neither the Trustee nor the Certificate Administrator shall be under any obligation to monitor repurchase activity or to independently
determine which Repurchase Requests remain unresolved.

 

(f)        
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).

 

(g)       
In order to comply with laws, rules, regulations and executive orders in effect from time to time applicable to banking institutions,
including those relating to the funding of terrorist activities and money laundering (“Applicable Law”), the
Certificate Administrator and the Trustee, as the case may be, are required to obtain, verify and record certain information relating
to individuals and entities that maintain a business relationship with the Certificate Administrator or the Trustee. Accordingly,
each of the parties hereto agrees to provide to the Certificate Administrator and the Trustee, upon its respective request from
time to time, such identifying information and documentation as may be available for such party in order to enable the Certificate
Administrator and the Trustee to comply with Applicable Law.

 

Section
8.03      Trustee and Certificate Administrator Not Liable for Certificates or Mortgage Loans.
The recitals contained herein and in the Certificates shall not be taken as the statements of the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Master Servicer, or the Special Servicer and the Trustee, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer assume
no responsibility for their correctness. The Trustee, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer and the Special Servicer make no representations or warranties as to the validity or sufficiency
of this Agreement, of the Certificates or any offering document used to offer the Certificates for sale or the validity, enforceability
or sufficiency of any Mortgage Loan, or related document. Neither the Trustee nor the Certificate Administrator shall at any time
have any responsibility or liability for or with respect to the legality, validity and enforceability of any Mortgage, any Mortgage
Loan, or the perfection and priority of any Mortgage or the maintenance of any such perfection and priority, or for or with respect
to the sufficiency of the Trust Fund or its ability to generate the payments to be distributed to Certificateholders under this
Agreement. Without limiting the foregoing, neither the Trustee nor the Certificate Administrator shall be liable or responsible
for: (i) the existence, condition and ownership of any Mortgaged Property; (ii) the existence of any hazard or other insurance
thereon (other than if the Trustee shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section
7.02 of this Agreement) or the enforceability thereof; (iii) the existence of any Mortgage Loan or the contents of the related
Mortgage File on any computer or other record thereof (other than if the Trustee shall assume the duties of the Master Servicer
or the Special Servicer pursuant to Section 7.02 of this Agreement);


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(iv)
the validity of the assignment of any Mortgage Loan to the Trust Fund or of any intervening assignment; (v) the completeness of
any Mortgage File; the performance or enforcement of any Mortgage Loan (other than if the Trustee shall assume the duties of the
Master Servicer or the Special Servicer pursuant to Section 7.02 of this Agreement);
(vi) the compliance by the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor or the Asset Representations
Reviewer with any warranty or representation made under this Agreement or in any related document or the accuracy of any such
warranty or representation prior to the Trustee’s receipt of written notice or other discovery of any non-compliance therewith
or any breach thereof; (vii) any investment of monies by or at the direction of the Master Servicer or any loss resulting therefrom,
the acts or omissions of any of the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the Master Servicer or the Special Servicer (other than if the Trustee shall assume the duties of the Certificate Administrator,
the Master Servicer or Special Servicer pursuant to Section 7.02 of this Agreement) or
any sub-servicer or any Borrower; any action of the Master Servicer or Special Servicer (other than if the Trustee shall assume
the duties of the Master Servicer or Special Servicer pursuant to Section 7.02 of this
Agreement) or any sub-servicer taken in the name of the Trustee, except to the extent such action is taken at the express written
direction of the Trustee; (viii) the failure of the Master Servicer or the Special Servicer or any sub-servicer to act or perform
any duties required of them on behalf of the Trust Fund or the Trustee hereunder; or (ix) any action by or omission of the Trustee
or the Certificate Administrator taken at the instruction of the Master Servicer or the Special Servicer (other than if the Trustee
shall assume the duties of the Master Servicer or the Special Servicer pursuant to Section 7.02
of this Agreement) unless the taking of such action is not permitted by the express terms of this Agreement; provided,
that the foregoing shall not relieve the Trustee or the Certificate Administrator of their respective obligations to perform their
duties as specifically set forth in this Agreement. The Trustee or the Certificate Administrator shall not be accountable for
the use or application by the Depositor, the Certificate Administrator (in the case of the Trustee only), the Trustee (in the
case of the Certificate Administrator only), the Master Servicer or the Special Servicer of any of the Certificates or of the
proceeds of such Certificates, or for the use or application of any funds paid to the Depositor, the Certificate Administrator
(in the case of the Trustee only), the Trustee (in the case of the Certificate Administrator only), the Master Servicer or the
Special Servicer in respect of the assignment of the Mortgage Loans or deposited in or withdrawn from the Collection Accounts,
any Serviced Whole Loan Custodial Account, the Lower-Tier REMIC Distribution Account, the Upper-Tier REMIC Distribution Account,
the Excess Interest Distribution Account, the Lock-Box Account, the Cash Collateral Account, the Reserve Accounts, the Interest
Reserve Account, any REO Account or any Gain-on-Sale Reserve Account or any other account maintained by or on behalf of the Certificate
Administrator, the Master Servicer or the Special Servicer, other than any funds held by the Trustee or the Certificate Administrator.
Neither the Trustee nor the Certificate Administrator shall have any responsibility for filing any financing or continuation statement
in any public office at any time or to otherwise perfect or maintain the perfection of any security interest or lien granted to
it hereunder (unless the Trustee shall have become the successor Master Servicer) or to record this Agreement. In making any calculation
hereunder which includes as a component thereof the payment or distribution of interest for a stated period at a stated rate “to
the extent permitted by applicable law,” the Trustee or the Certificate Administrator, as the case may be, shall assume
that such payment is so permitted unless a Responsible Officer of the Trustee or the Certificate Administrator, as the case may
be, has actual knowledge, or receives an Opinion of Counsel (at


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the
expense of the Person asserting the impermissibility) to the effect, that such payment is not permitted by applicable law. The
Depositor is not obligated to monitor or supervise the performance of the Trustee or the Certificate Administrator under this
Agreement or otherwise.

 

Section
8.04      Trustee and Certificate Administrator May Own Certificates. The Trustee, the Certificate
Administrator and any agent of the Trustee or the Certificate Administrator in its individual capacity or any other capacity may
become the owner or pledgee of Certificates, and may deal with the Depositor, the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer, the Initial Purchasers and the Underwriters in banking transactions, with the same rights
it would have if it were not Trustee, Certificate Administrator or such agent, as the case may be.

 

Section
8.05      Payment of Trustee’s and Certificate Administrator’s Fees and Expenses; Indemnification.
(a) On each Distribution Date, prior to the distribution of amounts to the Certificateholders, the Certificate Administrator shall
be entitled to withdraw and pay the Trustee and itself its respective portion of the Certificate Administrator/Trustee Fee, as
reasonable compensation from amounts remitted to the Lower-Tier REMIC Distribution Account (which shall not be limited by any
provision of law in regard to the compensation of a trustee of an express trust), for all services rendered in the execution of
the trusts hereby created and in the exercise and performance of any of the powers and duties of the Trustee and the Certificate
Administrator at the Certificate Administrator/Trustee Fee Rate. The Trustee’s fee shall be paid as a portion of the Certificate
Administrator/Trustee Fee.

 

(b)       
If the Trustee assumes the servicing responsibilities of the Master Servicer or the Special Servicer hereunder pursuant to or
otherwise arising from the resignation or removal of the Master Servicer or the Special Servicer, the Trustee shall be entitled
to the compensation to which the Master Servicer or the Special Servicer, as the case may be, would have been entitled (other
than the rights of the Special Servicer to receive any Workout Fee specified in Section 3.12(b)
of this Agreement if the Special Servicer is terminated).

 

(c)       
The Trustee, the Custodian and the Certificate Administrator shall be paid or reimbursed by the Trust Fund upon its request for
all reasonable expenses, disbursements and advances incurred or made by the Trustee, the Custodian or the Certificate Administrator
pursuant to and in accordance with any of the provisions of this Agreement (including the reasonable compensation and the expenses
and disbursements of its counsel and of all persons not regularly in its employ), which the Certificate Administrator will be
entitled to withdraw from the Distribution Accounts prior to the distribution to Certificateholders to the extent set forth herein
and to the extent such payments are “unanticipated expenses incurred by the REMIC” within the meaning of Treasury
Regulations Section 1.860G-1(b)(iii) except any such expense, disbursement or advance as may arise from its negligence, willful
misconduct or bad faith; provided, that, subject to the last paragraph of Section 8.01
and Section 8.02(a)(iii) of this Agreement, the Trustee, the Custodian or the Certificate Administrator shall not refuse
to perform any of their respective duties hereunder solely as a result of the failure to be paid their respective portion of the
Certificate Administrator/Trustee Fee, or the Trustee’s, Custodian’s or Certificate Administrator’s previously-incurred
expenses, as applicable. The term “unanticipated expenses incurred by the REMIC” shall include any fees, expenses
and disbursement of any separate Trustee or co-Trustee appointed hereunder, only to the extent such fees, expenses and disbursements
were not reasonably


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anticipated
as of the Closing Date and are attributable to the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC, the Upper-Tier
REMIC and the losses, liabilities, damages, claims or expenses (including reasonable attorneys’ fees) incurred or advanced
by an Indemnified Party in connection with any litigation arising out of this Agreement attributable to the Lower-Tier REMIC,
the Trust Subordinate Companion Loan REMIC, the Upper-Tier REMIC or the Grantor Trust, including, without limitation, under Section
2.04, Section 3.10, the third paragraph of Section
3.11, Section 4.05 and Section 7.01
of this Agreement.

 

The
Master Servicer and the Special Servicer covenant and agree to pay or reimburse the Trustee for the reasonable expenses, disbursements
and advances incurred or made by the Trustee in connection with any transfer of the servicing responsibilities of the Master Servicer
or the Special Servicer, respectively, hereunder, pursuant to or otherwise arising from the resignation or removal of the Master
Servicer or Special Servicer (except in the case of removal of the Special Servicer without cause), as applicable, in accordance
with any of the provisions of this Agreement (and including the reasonable fees and expenses and disbursements of its counsel
and all other persons not regularly in its employ), except any such expense, disbursement or advance as may arise from the negligence,
willful misconduct or bad faith of the Trustee.

 

(d)       
Each of the Certificate Administrator, the Custodian, the Paying Agent, the Trustee, the Depositor, the Master Servicer and the
Special Servicer (each, for purposes of this Section 8.05(d), an “Indemnifying
Party”) shall (severally and not jointly) indemnify the Trustee (both in its capacity as Trustee and individually) and
the Certificate Administrator (in its capacity as Certificate Administrator, Custodian, Paying Agent and individually) and each
of their Affiliates and each of the partners, shareholders, members, managers, directors, officers, employees, representatives
and agents of the Trustee and the Certificate Administrator and each of their Affiliates (each, for purposes of this Section
8.05(d), an “Indemnified Party”), and hold each of them harmless against any and all claims, losses,
damages, penalties, fines, forfeitures, reasonable legal fees and related costs, judgments, and any other costs, fees and expenses
that the Indemnified Party may sustain in connection with this Agreement (including, without limitation, reasonable fees and disbursements
of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party and the Indemnified Party
or between the Indemnified Party and any third party or otherwise, including any action brought for the enforcement of this indemnity)
resulting from each such Indemnifying Party’s respective willful misconduct, bad faith, fraud or negligence in the performance
of each of its respective duties hereunder or by reason of negligent disregard of its respective obligations and duties hereunder
(including in the case of the Master Servicer, any agent of the Master Servicer or sub-servicer).

 

The
Trust Fund shall indemnify each Indemnified Party and the Custodian from, and hold it harmless against, any and all losses, liabilities,
damages, penalties, fines, forfeitures, judgments, claims or unanticipated expenses (including, without limitation, reasonable
fees and disbursements of counsel incurred by the Indemnified Party in any action or proceeding between the Indemnifying Party
and the Indemnified Party or between the Indemnified Party and any third party or otherwise) arising in respect of this Agreement,
the Mortgage Loans or the Certificates other than (i) resulting from the willful misconduct, bad faith, fraud or negligence of
the Indemnified Party or the Custodian, as applicable, in the performance of its obligations and duties under this Agreement,
(ii) by reason of its negligent disregard of those obligations or duties, or as may arise from a breach of any representation
or warranty of the Indemnified Party or the


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Custodian,
as applicable, made in this Agreement and (iii) as to which such Indemnified Party or the Custodian, as applicable, is entitled
to indemnification pursuant to this Section 8.05(d). The right of reimbursement of the
Indemnified Parties under this Section 8.05(d) shall be senior to the rights of all Certificateholders.

 

(e)       
Notwithstanding anything herein to the contrary, this Section 8.05 shall survive the
termination or maturity of this Agreement or the resignation, removal or termination of the Trustee or the Certificate Administrator,
as the case may be, regarding rights accrued prior to such resignation, removal or termination and (with respect to any acts or
omissions during its respective tenures) the resignation, removal or termination of the Master Servicer, the Special Servicer,
the Paying Agent, the Certificate Administrator, the Certificate Registrar or the Custodian.

 

(f)        
This Section 8.05 shall be expressly construed to include, but not be limited to, such
indemnities, compensation, expenses, disbursements, advances, losses, liabilities, damages and the like, as may pertain or relate
to any environmental law or environmental matter.

 

(g)       
Each of the Certificate Administrator, the Custodian, the Paying Agent and the Trustee (in each case with respect to itself only,
for purposes of this Section 8.05(g), an “Indemnifying Party A”) shall
(severally and not jointly) indemnify the Trust Fund, the Depositor, the Master Servicer, the Special Servicer and each other,
and each of their respective Affiliates and each of the partners, shareholders, members, managers, directors, officers, employees,
representatives and agents of the Master Servicer and the Special Servicer and their respective Affiliates (each, for purposes
of this Section 8.05(g), an “Indemnified Party A”), 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 A may sustain in connection with this Agreement
(including, without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party A in any action
or proceeding between the Indemnifying Party A and the Indemnified Party A or between the Indemnified Party A and any third party
or otherwise) resulting from the applicable Indemnifying Party A’s willful misconduct, bad faith, fraud or negligence in
the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder.

 

(h)       
The Certificate Administrator (for purposes of this Section 8.05(h), the “Indemnifying
Party B”) shall, solely in its capacity as the 17g-5 Information Provider, indemnify each Mortgage Loan Seller and Cantor
Fitzgerald & Co. (each, for purposes of this Section 8.05(h), an “Indemnified Party B”), 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 B may sustain in connection with this Agreement
(including, without limitation reasonable fees and disbursements of counsel incurred by the Indemnified Party B in any action
or proceeding between the Indemnifying Party B and the Indemnified Party B or between the Indemnified Party B and any third party
or otherwise) related to (i) the applicable Indemnifying Party B’s willful misconduct, bad faith, fraud or negligence in
the performance of its duties hereunder or by reason of negligent disregard of its obligations and duties hereunder or (ii) a
determination by any Rating Agency that it cannot reasonably rely on representations made by the Depositor or any Affiliate thereof
pursuant to Exchange Act Rule 17g-5(a)(3), to the extent caused by any such willful misconduct, bad faith, fraud or negligence
in the


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performance
of its duties hereunder or by reason of negligent disregard referred to in clause (i) above by the Indemnifying Party B.

 

Section
8.06      Eligibility Requirements for Trustee and Certificate Administrator. The Trustee and
Certificate Administrator hereunder shall at all times:

 

(i)        
be a corporation, national bank, national banking association or a trust company organized and doing business under the laws of
any state or the United States of America,

 

(ii)        
be authorized under such laws to exercise corporate trust powers and to accept the trust conferred under this Agreement,

 

(iii)       
have a combined capital and surplus of at least $100,000,000,

 

(iv)       
be subject to supervision or examination by federal or state authority and shall not be an Affiliate of the Master Servicer or
the Special Servicer (except, in the case of the Trustee, during any period when the Trustee has assumed the duties of the Master
Servicer or Special Servicer, as the case may be, pursuant to Section 7.02 of this Agreement),
and

 

(v)       
not be a Prohibited Party,

 

(vi)       
be an institution insured by the Federal Deposit Insurance Corporation, and

 

(vii)      
have (A) a rating on its long-term unsecured debt of at least “BBB+” by S&P, (B) a rating on its long-term unsecured
debt of at least “A-” by Fitch or a rating on its short-term debt of at least “F1” by Fitch and (C) if
rated by KBRA, a rating on its long-term unsecured debt of at least “A-“ by KBRA; provided that the Trustee
will not become ineligible to serve based on a failure to satisfy such rating requirements as long as (A) it maintains a long-term
unsecured debt rating of no less than “BBB” by S&P and its short-term debt obligations have a short-term rating
of not less than “A-2” from S&P, (B) it maintains a long-term unsecured debt rating of no less than “BBB”
by Fitch or a short-term debt rating of at least “F2” by Fitch, and (C) the Master Servicer maintains (1) a rating
on its unsecured long-term debt of at least “A” by S&P and a rating on its short-term debt of at least “A-1”
from S&P and (2) a rating on its unsecured long-term debt of a least “A” by Fitch or a rating on its short-term
debt of at least “F1” by Fitch (or, in the case of any Rating Agency’s rating requirement set forth in this
sentence, such other rating with respect to which the applicable Rating Agency has provided a Rating Agency Confirmation.

 

Notwithstanding
the foregoing, if the Trustee or the Certificate Administrator meets the provisions of clauses (i) through (iii),
(v), (vi) and (vii) above, but does not meet the provisions of clause (iv) above, the Trustee or the Certificate
Administrator, as the case may be, shall be deemed to meet the provisions of such clause (iv) if it appoints a fiscal agent
as a back-up liquidity provider, provided that such fiscal agent meets the provisions of clauses (i) through (vii)
above and shall have assumed in writing all obligations of the Trustee or the Certificate Administrator, as the case may be,
to make Advances under this Agreement as and when required of the Trustee or the Certificate Administrator, as the case may be.
If a corporation or association publishes


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reports
of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then
for purposes of this Section the combined capital and surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If the place of business from which the Trustee administers
the Trust Fund is a state or local jurisdiction that imposes a tax on the Trust Fund or the net income of any Trust REMIC (other
than a tax corresponding to a tax imposed under the REMIC Provisions) the Trustee shall elect either to (i) resign immediately
in the manner and with the effect specified in Section 8.07 of this Agreement, (ii) pay
such tax and continue as Trustee or (iii) administer the Trust Fund from a state and local jurisdiction that does not impose such
a tax. If at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions
of this Section, the Trustee or the Certificate Administrator, as the case may be, shall resign immediately in the manner and
with the effect specified in Section 8.07 of this Agreement.

 

Section
8.07      Resignation and Removal of Trustee and Certificate Administrator. The Trustee and the
Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof
to the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the Mortgage
Loan Sellers, the Master Servicer, the Special Servicer, the Directing Holder and the 17g-5 Information Provider (who shall promptly
post such notice to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement). Upon
notice of resignation from the Trustee, the Depositor shall promptly appoint a successor trustee, the appointment of which is
subject to the requirements contained in Section 8.06 of this Agreement and shall be, if no applicable Control Termination
Event has occurred and is continuing, acceptable to the Directing Holder. Upon notice of resignation from the Certificate Administrator,
the Trustee shall promptly appoint a successor certificate administrator, the appointment of which is subject to the requirements
contained in Section 8.06 of this Agreement. If no successor trustee or certificate administrator shall have been so appointed
and have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate
Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor and such
petition shall be an expense of the Trust. Subject to the foregoing sentence the resigning Trustee or the Certificate Administrator,
as applicable, shall bear all reasonable out of pocket costs and expenses of each other party hereto and each Rating Agency in
connection with its resignation.

 

If
at any time the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section
8.06 of this Agreement and shall fail to resign after written request therefor by the Depositor or the Master Servicer,
or if at any time the Trustee or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt
or insolvent, or a receiver of the Trustee or the Certificate Administrator, as the case may be (or of its property), shall be
appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator, as the case may
be (or of its property or affairs), for the purpose of rehabilitation, conservation or liquidation, or if the Trustee or Certificate
Administrator (if different than the Trustee) shall fail (other than by reason of the failure of either the Master Servicer or
the Special Servicer to timely perform its obligations hereunder or as a result of other circumstances beyond the Trustee’s
or Certificate Administrator’s, as applicable, reasonable control), to timely publish any report to be delivered, published
or otherwise made available by the Certificate Administrator pursuant to Section 4.02
and such failure shall continue unremedied


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for
a period of five (5) days, or if the Certificate Administrator fails to make distributions required pursuant to Section
4.01 or Section 9.01, then the Depositor or the Master Servicer may remove
the Trustee or the Certificate Administrator, as the case may be, and the Depositor or the Master Servicer shall promptly appoint
a successor by written instrument, which shall be delivered to the Trustee or the Certificate Administrator, as the case may be,
so removed and to the successor. If no successor trustee or certificate administrator shall have been so appointed and have accepted
appointment within 180 days after the giving of such notice of removal, the removed Trustee or Certificate Administrator may petition
any court of competent jurisdiction for the appointment of a successor trustee or certificate administrator, as applicable and
such petition shall be an expense of the Trust.

 

The
Holders of Certificates entitled to at least 50% of the Voting Rights may, with cause (at any time) or without cause (at any time
with 30 days’ prior written notice), remove the Trustee or the Certificate Administrator and appoint a successor by written
instrument or instruments, in eight originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete
set of which instruments shall be delivered to each of the Depositor, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Trustee, the Certificate Administrator and the successor trustee or certificate
administrator, as applicable.

 

Any
resignation or removal of the Trustee or Certificate Administrator and appointment of a successor trustee or certificate administrator
pursuant to any of the provisions of this Section 8.07 shall not become effective until
(i) acceptance of appointment by the successor trustee or certificate administrator as provided in Section
8.08 and (ii) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section
10.09 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan.

 

In
addition, if the Trustee or the Certificate Administrator is terminated without cause, the terminating party shall pay all of
the expenses of the Trustee or the Certificate Administrator, as the case may be, necessary to affect the transfer of its responsibilities
to the successor.

 

If
the Trustee is terminated or removed pursuant to this Section 8.07, all of its rights
and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations
that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses, indemnities,
and other amounts accrued or owing to it under this Agreement, plus interest at the Reimbursement Rate on all such amounts until
received to the extent such amounts bear interest as provided in this Agreement, with respect to periods prior to the date of
such termination or removal).

 

If
the Certificate Administrator is terminated or removed pursuant to this Section 8.07,
(i) all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any
rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees,
indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect to periods prior to the date
of such termination or removal) and (ii) such resignation, termination, or removal shall be effective with respect to each of
its other capacities hereunder except its capacity as Custodian (but


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including,
without limitation, its capacities as Certificate Registrar, 17g-5 Information Provider, Paying Agent and Authenticating Agent).

 

Upon
the resignation, assignment, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee,
(i) the outgoing Trustee, at its own expense without right to reimbursement therefor, shall (a) endorse the original executed
Mortgage Note for each Mortgage Loan (to the extent that the original executed Mortgage Note for each Mortgage Loan was endorsed
to the outgoing Trustee), without recourse, representation or warranty, express or implied, to the order of the successor, as
trustee for the registered holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
or in blank, and (b) in the case of the other assignable Loan Documents (to the extent such other Loan Documents were assigned
to the outgoing Trustee), assign and record such Loan Documents to such successor, and such successor shall review the documents
delivered to it or to the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan
then subject to this Agreement, such endorsement and assignment has been made; (ii) if any original executed Mortgage Note for
a Mortgage Loan was not endorsed to the outgoing Trustee, the Custodian shall deliver such Mortgage Note to the successor trustee
and the Custodian shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse,
representation or warranty, express or implied) to the order of the successor trustee, as trustee for the registered holders of
CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 or in blank. If any assignable Loan
Document (other than the Mortgage Note) was not assigned to the outgoing Trustee or if the Trustee is removed pursuant to Section
8.07 without cause, with respect to the Loan Documents identified in clause (b) of the preceding sentence, the
Custodian shall deliver such Loan Document to the successor trustee and, if appropriate, such Loan Documents shall be recorded
at the expense of the Trust (i) prior to the occurrence and continuance of a Control Termination Event, with the consent of the
Controlling Class Representative, (ii) after the occurrence and continuance of a Control Termination Event but prior to the occurrence
of a Consultation Termination Event, after consultation with the Controlling Class Representative and the Operating Advisor and
(iii) after the occurrence of a Consultation Termination Event, after consultation with the Operating Advisor and the reasonable
cooperation (as determined by the Depositor) of the Depositor.

 

Section
8.08      Successor Trustee and Certificate Administrator. (a) Any successor trustee or certificate
administrator shall execute, acknowledge and deliver to the Depositor, the Operating Advisor, the Asset Representations Reviewer,
the Master Servicer, the Certificate Administrator (or in the case of a successor certificate administrator, to the predecessor
Certificate Administrator) and the Trustee, as the case may be, instruments accepting their appointment hereunder, and thereupon
the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and
such successor, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator,
as applicable, herein; provided that such successor shall satisfy the requirements contained in Section 8.06 of
this Agreement. The predecessor Trustee or Certificate Administrator, as applicable, shall deliver to its successor all Mortgage
Files and related documents and statements held by it hereunder, and the Depositor and the predecessor Trustee or Certificate
Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required
for more fully and certainly vesting and confirming in


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the successor
all such rights, powers, duties and obligations. No successor trustee or certificate administrator, as the case may be, shall
accept appointment as provided in this Section
8.08
unless at the time of such acceptance such successor shall be eligible under the provisions of Section
8.06
of this Agreement.

 

Upon
acceptance of appointment by a successor trustee as provided in this Section
8.08,
the Depositor shall mail notice of the succession of such Trustee hereunder to all Holders of Certificates at their addresses
as shown in the Certificate Register. If the Depositor fails to mail such notice within 10 days after acceptance of appointment
by the successor trustee, the successor trustee shall cause such notice to be mailed at the expense of the Depositor.

 

(b)       
Any successor trustee appointed pursuant to this Agreement shall satisfy the eligibility requirements set forth in Section
8.06
hereof.

 

(c)       
Neither the Asset Representations Reviewer nor any of its Affiliates may be appointed as successor trustee or certificate administrator.

 

Section
8.09      Merger or Consolidation of Trustee or Certificate Administrator. Any Person into which
the Trustee or the Certificate Administrator may be merged or converted or with which it may be consolidated or any Person resulting
from any merger, conversion or consolidation to which the Trustee or the Certificate Administrator shall be a party, or any Person
succeeding to all or substantially all of the corporate trust business of the Trustee or the Certificate Administrator, shall
be the successor of the Trustee or the Certificate Administrator, as the case may be, hereunder; provided that such Person
shall be eligible under the provisions of Section 8.06 of this Agreement without the
execution or filing of any paper or any further act on the part of any of the parties hereto, anything herein to the contrary
notwithstanding. The Trustee or the Certificate Administrator, as applicable, shall notify the other parties hereto of any such
event, and the Certificate Administrator shall post notice of such merger or consolidation to the Certificate Administrator’s
Website in accordance with Section 3.14(d) of this Agreement and provide notice of such
event to the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5 Information Provider’s Website
pursuant to Section 3.14(d) of this Agreement).

 

Section
8.10      Appointment of Co-Trustee or Separate Trustee. Notwithstanding any other provisions
hereof, at any time, for the purpose of meeting any legal requirements of any jurisdiction in which any part of the Trust Fund
or property securing the same may at the time be located or for enforcement actions or where a conflict of interest arises, the
Depositor and the Trustee acting jointly shall have the power and shall execute and deliver all instruments to appoint one or
more Persons approved by the Trustee to act (at the expense of (i) the Trustee, if the need to appoint such co-trustee(s) arises
from any change in or matter relating to the identity, organization, status, power, conflicts, internal policy or other development
or matter with respect to the Trustee, and/or (ii) the Trust Fund, if the need to appoint such co-trustee(s) arises from a change
in applicable law or the identity, status or power of the Trust Fund; provided, however, that in the event the need to appoint
such co-trustee(s) arises from a combination of the events described in clause (i) and clause (ii), the expense shall be split
evenly between the Trustee and the Trust Fund; and provided, further, that in the event the need to appoint such co-trustee(s)
arises from none of the events described in clause (i) and clause (ii), such appointment shall be at the expense of the Trust
Fund) as co-Trustee or co-Trustees, jointly with the Trustee, or separate 


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Trustee
or separate Trustees, of all or any part of the Trust Fund, and to vest in such Person or Persons, in such capacity, such title
to the Trust Fund, or any part thereof, and, subject to the other provisions of this Section 8.10,
such powers, duties, obligations, rights and trusts as the Depositor and the Trustee may consider necessary or desirable. If the
Depositor shall not have joined in such appointment within 15 days after the receipt by it of a request so to do, or in case a
Servicer Termination Event shall have occurred and be continuing, the Trustee alone shall have the power to make such appointment.
Except as required by applicable law, the appointment of a co-Trustee or separate Trustee shall not relieve the Trustee of its
responsibilities, obligations and liabilities hereunder. No co-Trustee or separate Trustee hereunder shall be required to meet
the terms of eligibility as a successor Trustee under Section 8.06 hereunder and no notice
to Holders of Certificates of the appointment of co-Trustee(s) or separate Trustee(s) shall be required under Section
8.08 hereof.

 


In
the case of any appointment of a co-Trustee or separate Trustee pursuant to this Section 8.10,
all rights, powers, duties and obligations conferred or imposed upon the Trustee shall be conferred or imposed upon and exercised
or performed by the Trustee and such separate Trustee or co-Trustee jointly (it being understood that such separate Trustee or
co-Trustee is not authorized to act separately without the Trustee joining in such act), except to the extent that under any law
of any jurisdiction in which any particular act or acts are to be performed (whether as Trustee hereunder or as successor to the
Master Servicer hereunder), the Trustee shall be incompetent or unqualified to perform such act or acts, in which event such rights,
powers, duties and obligations (including the holding of title to the Trust Fund or any portion thereof in any such jurisdiction)
shall be exercised and performed by such separate Trustee or co-Trustee solely at the direction of the Trustee.

 

No
Trustee under this Agreement shall be personally liable by reason of any act or omission of any other trustee under this Agreement.
The Depositor and the Trustee acting jointly may at any time accept the resignation of or remove any separate Trustee or co-Trustee,
or if the separate Trustee or co-Trustee is an employee of the Trustee, the Trustee acting alone may accept the resignation of
or remove any separate Trustee or co-Trustee.

 

Any
notice, request or other writing given to the Trustee shall be deemed to have been given to each of the then separate Trustees
and co-Trustees, as effectively as if given to each of them. Every instrument appointing any separate Trustee or co-Trustee shall
refer to this Agreement and the conditions of this Article VIII. Every such instrument shall be filed with the Trustee.
Each separate Trustee and co-Trustee, upon its acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or separately, as may be provided therein, subject
to all the provisions of this Agreement, specifically including every provision of this Agreement relating to the conduct of,
affecting the liability of, or affording protection to, the Trustee. In no event shall any such separate Trustee or co-Trustee
be entitled to any provision relating to the conduct of, affecting the liability of or affording protection to such separate Trustee
or co-Trustee that imposes a standard of conduct less stringent than that imposed by the Trustee hereunder, affording greater
protection than that afforded to the Trustee hereunder or providing a greater limit on liability than that provided to the Trustee
hereunder.


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Any
separate Trustee or co-Trustee may, at any time, constitute the Trustee its agent or attorney-in-fact, with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of this Agreement on its behalf and in its name.
If any separate Trustee or co-Trustee shall die, become incapable of acting, resign or be removed, all of its estates, properties,
rights, remedies and trusts shall vest in and be exercised by the Trustee, to the extent permitted by law, without the appointment
of a new or successor Trustee.

 


ARTICLE
IX

 

TERMINATION


 


Section
9.01      Termination. (a) The respective obligations and responsibilities of the Master Servicer,
the Special Servicer, the Depositor, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator
and the Trustee created hereby with respect to the Certificates (other than the obligations of the Certificate Administrator to
make certain payments and to send certain notices to Certificateholders as hereinafter set forth) shall terminate upon payment
(or provision for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on
behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required hereunder to be so
paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate
Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of this
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans and the Trust Subordinate
Companion Loan (if outstanding) in accordance with Section 9.01(g) of this Agreement; and (iii) the later of (a) the receipt
or collection of the last payment due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan,
if applicable, or (b) the final payment, liquidation and disposition pursuant to this Agreement of the last asset held by the
Trust Fund; provided, that in no event shall the trust created hereby continue beyond the expiration of twenty-one years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.

 

For
purposes of this Section 9.01, the Sole Certificateholder shall have the first option
to terminate the Trust Fund, pursuant to Section 9.01(g), and then the Certificateholder owning a majority of the Percentage
Interests in the Controlling Class, the Special Servicer and the Master Servicer, in that order, shall have the option to terminate
the Trust Fund pursuant to subsection (c). For purposes of this Section 9.01,
the Controlling Class Representative with the consent of the Holders of the Controlling Class, shall act on behalf of the Holders
of the Controlling Class in purchasing the assets of the Trust Fund and terminating the Trust.

 

(b)       
The Trust Fund, the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC and the Upper-Tier REMIC shall be terminated
and the assets of the Lower-Tier REMIC and the Trust Subordinate Companion Loan REMIC shall be sold or otherwise disposed of in
connection therewith, only pursuant to a “plan of complete liquidation” within the meaning of Section 860F(a)(4)(A)
of the Code providing for the actions contemplated by the provisions hereof and pursuant to which the applicable Notice of Termination
is given, and requiring that the assets of the Lower-Tier REMIC and the Trust Subordinate Companion Loan REMIC shall be sold for
cash and that the Trust Fund, the Lower-Tier REMIC, the Trust Subordinate Companion Loan


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REMIC
and the Upper-Tier REMIC shall terminate on a Distribution Date occurring not more than 90 days following the date of adoption
of the plan of complete liquidation. For purposes of this Section 9.01(b), the Notice
of Termination given pursuant to Section 9.01(c) of this Agreement shall constitute the
adoption of the plan of complete liquidation as of the date such notice is given, which date shall be specified by the Certificate
Administrator in the final federal income tax returns of the Upper-Tier REMIC, the Trust Subordinate Companion Loan REMIC and
the Lower-Tier REMIC. Notwithstanding the termination of the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the
Upper-Tier REMIC or the Trust Fund, the Certificate Administrator shall be responsible for filing the final Tax Returns for each
Trust REMIC and for the Grantor Trust for the period ending with such termination, and shall retain books and records with respect
to the Trust REMICs and the Grantor Trust for the same period of retention for which it maintains its own tax returns or such
other reasonable period. The Trustee shall sign all Tax Returns and other reports required by this Section.

 


(c)       
The Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder
exercises such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may
effect an early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination
Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion
Loan, if applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect
of any Mortgage Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without
duplication:

 

(i)        
The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then
included in the Trust Fund;

 

(ii)        
the fair market value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to
the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;

 

(iii)       
the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master
Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid
expenses of and indemnity amounts owed by the Trust Fund; and

 

(iv)       
if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced
PSA, the pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master Servicer
in accordance with clause (ii) above.

 


If
the Certificateholder owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special
Servicer purchases all of the Mortgage Loans, the Trust Subordinate Companion Loan, if any, and all REO Property acquired in respect
of any Mortgage Loan or the Trust Subordinate Companion Loan remaining in the Trust Fund in accordance with this Section
9.01(c), the Certificateholder owning a majority of the Percentage


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Interests
in the Controlling Class, the Master Servicer or the Special Servicer, as applicable, shall deposit in the Trust Subordinate Companion
Loan REMIC Distribution Account (in respect of the Trust Subordinate Companion Loan or any REO Trust Subordinate Companion Loan)
and the Lower-Tier REMIC Distribution Account (in respect of the Mortgage Pool), as applicable, not later than the Master Servicer
Remittance Date relating to the Anticipated Termination Date on which the final distribution on the Certificates is to occur,
an amount in immediately available funds equal to the above-described purchase price (exclusive of any portion thereof payable
to any Person other than the Certificateholders pursuant Section 3.06(a) or Section 3.06(b) of this Agreement, which
portion shall be deposited in the Collection Account, in the case of the Mortgage Pool, or the Serviced Whole Loan Custodial Account
for The Stanwix Whole Loan, in the case of the Trust Subordinate Companion Loan or an REO Trust Subordinate Companion Loan). In
addition, the Master Servicer shall transfer to the Certificate Administrator for deposit in the Trust Subordinate Companion Loan
REMIC Distribution Account and the Lower-Tier REMIC Distribution Account, as applicable, all amounts required to be transferred
thereto on the Master Servicer Remittance Date from the Collection Account or the Serviced Whole Loan Custodial Account for The
Stanwix Whole Loan, together with any other amounts on deposit in the Collection Account, in the case of the Mortgage Pool, or
the Serviced Whole Loan Custodial Account for The Stanwix Whole Loan, in the case of the REO Trust Subordinate Companion Loan,
that would otherwise be held for future distribution. Upon confirmation by the Master Servicer in writing that it has transferred
all such amounts to the Certificate Administrator, the Custodian shall release or cause to be released to the Certificateholder
owning a majority of the Percentage Interests in the Controlling Class, the Master Servicer or the Special Servicer, as applicable,
the Mortgage Files for the remaining Mortgage Loans and the Trust Subordinate Companion Loan, if any, and shall execute all assignments,
endorsements and other instruments furnished to it by such purchasing party as shall be necessary to effectuate transfer of the
Mortgage Loans, the Trust Subordinate Companion Loan and all REO Property acquired in respect of any Mortgage Loan and the Trust
Subordinate Companion Loan remaining in the Trust Fund, and the Trust Fund shall be liquidated in accordance with this Article
IX.

 

As
a condition to the purchase of the assets of the Trust Fund pursuant to this Section 9.01(c),
the purchaser shall deliver to the Trustee and the Certificate Administrator an Opinion of Counsel, which shall be at the expense
of such purchaser, stating that such termination will be a “qualified liquidation” under Section 860F(a)(4)(A) of
the Code. All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection with the
purchase of the Mortgage Loans, the Trust Subordinate Companion Loan, if any, and other assets of the Trust Fund pursuant to this
Section 9.01(c) shall be borne by the party exercising its purchase rights hereunder.
The Trustee and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent
appraiser pursuant to this subsection (c).

 

(d)       
If the Trust Fund has not been previously terminated pursuant to subsection (c) or subsection (g) of this Section
9.01, the Certificate Administrator shall determine as soon as practicable the Distribution Date on which the Certificate
Administrator reasonably anticipates, based on information with respect to the Mortgage Loans and the Trust Subordinate Companion
Loan previously provided to it, that the final distribution will be made to the Holders of outstanding Regular Certificates, notwithstanding
that such distribution may be insufficient to distribute in full the Certificate Balance of each Class of Certificates, together
with amounts


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required
to be distributed on such Distribution Date pursuant to Section 4.01(b) of this Agreement;
provided, that, if no such Classes of Certificates are then outstanding, the final distribution shall be made (i) to the
Holders of the Class R Certificates (in respect of the Lower-Tier Residual Interest) of any amount remaining in the Collection
Account and the Lower-Tier REMIC Distribution Account, (ii) to the Holders of the Class R Certificates (in respect of the Trust
Subordinate Companion Loan Residual Interest) of any amount (other than an amount in respect of the Stanwix Pari Passu Companion
Loan) remaining in any Serviced Whole Loan Custodial Account for The Stanwix Whole Loan and the Trust Subordinate Companion Loan
REMIC Distribution Account, and (iii) to the Holders of the Class R Certificates (in respect of the Upper-Tier Residual Interest)
of any amount remaining in the Upper-Tier REMIC Distribution Account.

 


(e)       
Notice of any termination of the Trust Fund pursuant to this Section 9.01 shall be mailed
by the Certificate Administrator to Certificateholders (with a copy to the Trustee, the Master Servicer, the Special Servicer,
the Mortgage Loan Sellers, the Operating Advisor, the Asset Representations Reviewer, the related Serviced Companion Loan Noteholder
(if any), the Stanwix Controlling Class Representative and the 17g-5 Information Provider (who shall promptly post such notice
to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this
Agreement)), at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten days, prior to
the Anticipated Termination Date. The notice mailed by the Certificate Administrator to Certificateholders shall:

 

(i)        
specify the Anticipated Termination Date on which the final distribution is anticipated to be made to Holders of Certificates
of the Classes specified therein;

 

(ii)        
specify the amount of any such final distribution, if known; and

 

(iii)       
state that the final distribution to Certificateholders will be made only upon presentation and surrender of Certificates at the
office of the Paying Agent therein specified.

 

If
the Trust Fund is not terminated on any Anticipated Termination Date for any reason, the Certificate Administrator shall promptly
mail notice thereof to each Certificateholder.

 

(f)        
Any funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates
shall be set aside and held in trust for the account of the appropriate non-tendering Certificateholders, whereupon the Trust
Fund shall terminate. If any Certificates as to which notice of the Termination Date has been given pursuant to this Section
9.01 shall not have been surrendered for cancellation within six months after the time specified in such notice, the
Certificate Administrator shall mail a second notice to the remaining Certificateholders, at their last addresses shown in the
Certificate Register, to surrender their Certificates for cancellation in order to receive, from such funds held, the final distribution
with respect thereto. If within one year after the second notice any Certificate shall not have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining Certificateholders
concerning surrender of their Certificates. The costs and expenses of maintaining such funds and of contacting Certificateholders
shall be paid out of the assets which remain held. If within two years after the second notice any Certificates shall not have
been surrendered for cancellation, the Paying Agent


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shall
pay to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall
thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
hereunder and the transfer of such amounts to a successor certificate administrator and (ii) the termination of the Trust Fund
and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder
on any amount held as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with this Section 9.01. Any amounts remaining in the Excess Interest Distribution
Account representing Excess Interest shall be distributed to the Holders of the Class S Certificates.

 


(g)       
Following the date on which the Class X-A Notional Amount, the Class X-B Notional Amount, the Class X-D Notional Amount and the
aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class
C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder shall have the right to exchange all of the
then outstanding Certificates (including the Loan-Specific Certificates but excluding (i) the Class X-F Certificates and Class
X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-F Certificates
and Class X-G Certificates pursuant to the definition of “Sole Certificateholder” and (ii) the Class S and Class
R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust
Fund as contemplated by clause (ii) of Section 9.01(a) by giving written notice
to all the parties hereto no later than 60 days prior to the anticipated date of exchange; provided that such Sole Certificateholder
pays to the Certificate Administrator as additional compensation an amount equal to one day of interest calculated at the Prime
Rate on the aggregate Certificate Balance of the Principal Balance Certificates as of the first day of the current calendar month
and such Sole Certificateholder pays to the Master Servicer as additional compensation an amount equal to (i) the product of (a)
the Prime Rate, (b) the aggregate Certificate Balance of the then outstanding Principal Balance Certificates as of the date of
the exchange and (c) three, divided by (ii) 360, and such payments shall be treated as made by the Sole Certificateholder directly
to the Certificate Administrator and the Master Servicer and not through or by any of the Trust REMICs; provided, further,
that if the Holders of the Class X-F Certificates and Class X-G Certificates have assigned their Voting Rights to the “Sole
Certificateholder”, then the Sole Certificateholder may exchange the Class F, Class G and Class NR-RR Certificates for
all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund as contemplated
by this subsection (g), and the Holders of the Class X-F Certificates and Class X-G Certificates shall be entitled to exchange
those Certificates for consideration in an amount to be agreed by the Sole Certificateholder and the Holders of the Class X-F
Certificates and Class X-G Certificates (the “Class X Payoff Amount”); provided, that the Class X
Payoff Amount shall consist solely of cash or other assets otherwise payable or deliverable by the Trust to the Sole Certificateholder
and to no other Person. If the Sole Certificateholder elects to exchange all of the then outstanding Certificates (including the
Loan-Specific Certificates but excluding (i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder
has only taken an assignment of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition
of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust
Subordinate Companion Loan and each REO Property remaining in the Trust Fund in accordance with the preceding sentence, such Sole
Certificateholder, not later than the Distribution Date on which the final distribution on the Certificates is to occur, shall
deposit in the Collection


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Account
an amount in immediately available funds equal to all amounts due and owing to the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor and the Trustee hereunder through the date of the liquidation of
the Trust Fund that may be withdrawn from the Collection Account, or an escrow account acceptable to the respective parties hereto,
pursuant to Section 3.06 of this Agreement or that may be withdrawn from the Distribution
Accounts pursuant to Section 3.06(f) of this Agreement, but only to the extent that such amounts are not already on deposit
in the Collection Account. 

 

In
addition, the Master Servicer shall transfer all amounts required to be transferred to the Certificate Administrator for deposit
(A) in the Lower-Tier REMIC Distribution Account on such Master Servicer Remittance Date from the Collection Account pursuant
to Section 3.05 of this Agreement and (B) in the Trust Subordinate Companion Loan REMIC
Distribution Account on such Master Servicer Remittance Date from the Serviced Whole Loan Custodial Account for The Stanwix Whole
Loan pursuant to Section 3.05 of this Agreement. Upon confirmation from the Certificate
Administrator that such final deposits have been made and following the surrender of all the then outstanding Certificates (other
than (i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the
Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) on the final Distribution Date to the Certificate Administrator, the Custodian
shall (i) upon receipt of a Request for Release from the Master Servicer, release to the Sole Certificateholder or any designee
thereof, the Mortgage Files for the remaining Mortgage Loans and the Trust Subordinate Companion Loan, if applicable, and shall
execute all assignments, endorsements and other instruments furnished to it by the Sole Certificateholder as shall be necessary
to effectuate transfer of the Mortgage Loans, the Trust Subordinate Companion Loan and REO Properties remaining in the Trust Fund
and (ii) if the Sole Certificateholder has only taken an assignment of the Voting Rights of the Class X-F Certificates and Class
X-G Certificates pursuant to the definition of “Sole Certificateholder”, upon receipt of the Class X-F Certificates
and Class X-G Certificates, release the Class X Payoff Amount to the Holders of the Class X-F Certificates and Class X-G Certificates,
and the Trust Fund shall be liquidated in accordance with this Article IX; provided, that the release of the Class
X Payoff Amount to the Holders of the Class X-F Certificates and Class X-G Certificates shall be deemed to be delivery of the
Class X Payoff Amount by the Trust to the Sole Certificateholder and by the Sole Certificateholder to the Holders of the Class
X-F Certificates and Class X-G Certificates. The remaining Mortgage Loans, the Trust Subordinate Companion Loan and REO Properties
are deemed distributed to the Sole Certificateholder in liquidation of the Trust Fund pursuant to this Article IX. Solely
for federal income tax purposes, the Sole Certificateholder shall be deemed to have purchased the assets of the Trust Subordinate
Companion Loan REMIC and the Lower-Tier REMIC for an amount equal to the remaining Certificate Balance of its Certificates (other
than the Class S and Class R Certificates), plus accrued, unpaid interest with respect thereto and plus any Class X Payoff Amount,
and the Certificate Administrator shall credit such amounts against amounts distributable in respect of the Trust Subordinate
Companion Loan Regular Interests, the Lower-Tier Regular Interests and such Certificates.

 


(h)       
On any Distribution Date on which the Stated Principal Balance of the Trust Subordinate Companion Loan (including as an REO Trust
Subordinate Companion Loan) is less than 1.0% of the principal balance of the Trust Subordinate Companion Loan as of the Cut-off


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Date,
any Holder of Loan-Specific Certificates owning a majority of the Percentage Interest of the Stanwix Controlling Class and, if
such Holder does not exercise its option, the Special Servicer and, if the Special Servicer does not exercise its option, the
Master Servicer, shall have the option to purchase the Trust Subordinate Companion Loan (including the portion of any REO Property
allocable thereto) at a purchase price equal to the sum of, without duplication: (A) either the Purchase Price of the Trust Subordinate
Companion Loan or the fair market value of any REO Property allocable to the Trust Subordinate Companion Loan (as determined by
an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month
preceding such Distribution Date); and (B) the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer
related to such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication
of any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund. If the Loan-Specific Certificateholder
owning a majority of the Percentage Interests in the Stanwix Controlling Class, the Master Servicer or the Special Servicer purchases
the Trust Subordinate Companion Loan (including the portion of any REO Property allocable thereto) in accordance with this Section
9.01(h), the Loan-Specific Certificateholder owning a majority of the Percentage Interests in the Stanwix Controlling Class,
the Master Servicer or the Special Servicer, as applicable, shall deposit in the Trust Subordinate Companion Loan REMIC Distribution
Account, not later than the Master Servicer Remittance Date relating to the anticipated Distribution Date on which the final distribution
on the Loan-Specific Certificates is to occur, an amount in immediately available funds equal to the above-described purchase
price (exclusive of any portion thereof payable to any Person other than the Loan-Specific Certificateholders pursuant to Section
3.06(b) of this Agreement, which portion shall be deposited in the applicable Serviced Whole Loan Custodial Account). In addition,
the Master Servicer shall transfer to the Certificate Administrator for deposit in the Trust Subordinate Companion Loan REMIC
Distribution Account all amounts in respect of the Trust Subordinate Companion Loan required to be transferred thereto on the
Master Servicer Remittance Date from the Serviced Whole Loan Custodial Account for The Stanwix Whole Loan, together with any other
amounts on deposit in such account in respect of the Trust Subordinate Companion Loan that would otherwise be held for future
distribution. Upon confirmation by the Master Servicer in writing that it has transferred all such amounts to the Certificate
Administrator, the Custodian shall release or cause to be released to the Loan-Specific Certificateholder owning a majority of
the Percentage Interests in the Stanwix Controlling Class, the Master Servicer or the Special Servicer, as applicable, the Mortgage
File for the Trust Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished
to it by such purchasing party as shall be necessary to effectuate transfer of the Trust Subordinate Companion Loan. As a condition
to the purchase of the Trust Subordinate Companion Loan pursuant to this Section 9.01(h), the purchaser shall deliver to
the Trustee and the Certificate Administrator an Opinion of Counsel, which shall be at the expense of such purchaser, stating
that the termination of the Trust Subordinate Companion Loan REMIC will be a “qualified liquidation” under Section
860F(a)(4)(A) of the Code. All costs and expenses incurred by any and all parties to this Agreement or by the Trust Fund in connection
with the purchase of the Trust Subordinate Companion Loan pursuant to this Section 9.01(h) shall be borne by the party
exercising its purchase rights hereunder. 

 


The
Trust Subordinate Companion Loan REMIC may also be terminated in connection with an exchange by the Holder(s) of all the then
outstanding Loan-Specific Certificates (provided that all of the Class SWX1, Class SWX2, Class SWA, Class SWC and 


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Class
SWD Certificates are no longer outstanding) if the applicable Certificateholder(s) compensate the Certificate Administrator for
the amount of investment income the Certificate Administrator would have earned if the aggregate outstanding Certificate Balance
of the then outstanding Loan-Specific Principal Balance Certificates were on deposit with the Certificate Administrator as of
the first day of the current calendar month and the applicable Certificateholder(s) pay to the Master Servicer an amount equal
to (i) the product of (a) the prime rate, (b) the aggregate Certificate Balance of the then outstanding Loan-Specific Principal
Balance Certificates as of the date of the exchange and (c) three, divided by (ii) 360, and such payments shall be treated as
made by the Holders of the outstanding Loan-Specific Certificates directly to the Certificate Administrator and the Master Servicer
and not through or by any of the Trust REMICs. In connection with such exchange of Loan-Specific Certificates, the Holder(s) effecting
the exchange shall, on the Distribution Date on which the final distribution on the Loan-Specific Certificates is to occur, deposit
in the Serviced Whole Loan Custodial Account for The Stanwix Whole Loan immediately available funds equal to all amounts due and
owing to the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor and the
Trustee hereunder through the date of the liquidation of the Trust Subordinate Companion Loan REMIC that may be withdrawn from
the Serviced Whole Loan Custodial Account for The Stanwix Whole Loan, or an escrow account acceptable to the respective parties
hereto, pursuant to Section 3.06 of this Agreement, or that may be withdrawn from the Trust Subordinate Companion Loan
REMIC Distribution Account pursuant to Section 3.06 of this Agreement, but only to the extent that such amounts are not
already on deposit in the Serviced Whole Loan Custodial Account for The Stanwix Whole Loan. In addition, the Master Servicer shall
transfer all amounts required to be transferred to the Certificate Administrator for deposit in the Trust Subordinate Companion
Loan REMIC Distribution Account on such Master Servicer Remittance Date from the Serviced Whole Loan Custodial Account for The
Stanwix Whole Loan pursuant to Section 3.05 of this Agreement. Upon confirmation from the Certificate Administrator that
such final deposits have been made and following the surrender of all then-outstanding Loan-Specific Certificates, on the final
Distribution Date for the Loan-Specific Certificates the Custodian shall, upon receipt of a Request for Release from the Master
Servicer, release to the applicable Loan-Specific Certificateholder(s) or any designee thereof, the Mortgage File for the Trust
Subordinate Companion Loan and shall execute all assignments, endorsements and other instruments furnished to it by such Certificateholder
as shall be necessary to effectuate transfer of the Trust Subordinate Companion Loan. Following such exchange, no further amount
will be payable on the Loan-Specific Certificates. Notice of the foregoing shall be given promptly by the Certificate Administrator
by mail to the Loan-Specific Certificateholders with a copy to the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Mortgage Loan Sellers, the Trustee and the 17g-5 Information Provider (who will promptly
post such notice to the 17g-5 Information Provider’s Website). Notice to the Loan-Specific Certificateholders shall be
given at their addresses shown in the Certificate Registrar not more than 30 days, and not less than ten days, prior to the anticipated
date of purchase or exchange. With respect to any Book-entry Certificates, such notice will be mailed to DTC. Solely for federal
income tax purposes, Holder(s) of all then outstanding Loan-Specific Certificates pursuant to this subsection (h) shall
be deemed to have purchased the assets of the Trust Subordinate Companion Loan REMIC for an amount equal to the remaining Certificate
Balance of its Loan-Specific Certificates, plus accrued, unpaid interest with respect thereto, and the Certificate Administrator
shall credit such


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amounts
against amounts distributable in respect of the Trust Subordinate Companion Loan Regular Interests and such Certificates.

 

(i)        
The duties of the Operating Advisor under this Agreement will terminate, without cost or expense to the Operating Advisor, upon
termination of the Issuing Entity.

 

ARTICLE
X

  

EXCHANGE
ACT REPORTING AND REGULATION AB COMPLIANCE  

 

Section
10.01    Intent of the Parties; Reasonableness. Except with respect to Section 10.08, Section 10.11, Section
10.13, Section 10.14, Section 10.15, Section 10.16 and Section 10.17, the parties hereto acknowledge and agree that the purpose
of this Article X is to facilitate compliance by the Depositor (and any Other Depositor of any Other Securitization that includes
a Serviced Companion Loan) with the provisions of Regulation AB and related rules and regulations of the Commission. None of the
Depositor, the Certificate Administrator or the Trustee shall exercise its rights to request delivery of information or other
performance under these provisions other than in reasonable good faith, or for purposes other than compliance with the Securities
Act, the Exchange Act, the Sarbanes-Oxley Act and, in each case, the rules and regulations of the Commission thereunder. The parties
to this Agreement acknowledge that interpretations of the requirements of Regulation AB may change over time due to interpretive
guidance provided by the Commission or its staff, and agree to comply, subject to Section 10.02, with reasonable requests made
by the Depositor (or any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan),
the Certificate Administrator or the Trustee in reasonable good faith for delivery of information under these provisions on the
basis of such evolving interpretations of Regulation AB (to the extent such interpretations require compliance and are not “grandfathered”
and do not mandate compliance). In connection with the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2 and any Other Securitization subject to Regulation AB that includes a Serviced Companion Loan, subject to the
preceding sentence, each of the parties to this Agreement shall cooperate fully with the Depositor, the Certificate Administrator,
the Trustee and any Other Depositor or Other Trustee of any Other Securitization that includes a Serviced Companion Loan, as applicable,
to deliver or make available to the Depositor, the Certificate Administrator, the Trustee and any such Other Depositor or Other
Trustee, as applicable (including any of their assignees or designees), any and all information in its possession and necessary
in the reasonable good faith determination of the Depositor, the Certificate Administrator, the Trustee or such Other Depositor
or Other Trustee, as applicable, to permit the Depositor or such Other Depositor, as applicable, to comply with the provisions
of Regulation AB, together with such disclosure relating to the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as applicable, and any Servicing Function Participant,
or the Servicing of the Mortgage Loans (other than a Non-Serviced Mortgage Loan) (or, if applicable, the related Serviced Companion
Loan) and the Trust Subordinate Companion Loan, reasonably believed by the Depositor, the Certificate Administrator, the Trustee
or the related Other Depositor or the related Other Trustee, as applicable, in good faith to be necessary in order to effect such
compliance. Each party to this Agreement shall have a reasonable period of time to comply with any written request made under
this Section 10.01, but in any event, shall, upon reasonable


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advance
written request, provide information in sufficient time to allow the Depositor, the Certificate Administrator or the Trustee,
as applicable, to satisfy any related filing requirements.

 


For
purposes of this Article X, to the extent any party has an obligation to exercise commercially
reasonable efforts to cause a third party to perform, such party hereunder shall not be required to bring any legal action against
such third party in connection with such obligation.

 

Section
10.02    Notification Requirements and Deliveries in Connection with securitization of a Serviced Companion
Loan. (a) Any other provision of this Article X to the contrary notwithstanding, including, without limitation, any
deadlines for delivery set forth in this Article X, in connection with the requirements contained in this Article X
that provide for the delivery of information and other items to, and the cooperation with, the Other Depositor and Other Trustee
of any Other Securitization that includes a Serviced Companion Loan and is subject to Regulation AB, no party hereunder shall
be obligated to provide any such items to or cooperate with such Other Depositor or Other Trustee until the Other Depositor or
Other Trustee of such Other Securitization has provided each party hereto with not less than 10 Business Days’ (or such
shorter period as required for such Other Depositor or Other Trustee to comply with related filing obligations, provided that
(i) such Other Depositor or Other Trustee, as applicable, has provided written notice as soon as reasonably practicable and, concurrently
with such written notice, obtained verbal confirmation of receipt of such written notice, in each case, in accordance with Section
12.05 of this Agreement and (ii) such period shall not be less than 3 Business Days’) written notice (which shall only
be required to be delivered once) stating that such Other Securitization is subject to Regulation AB and that the Other Securitization
is subject to Exchange Act reporting, and (ii) specifying in reasonable detail the information and other items requested to be
delivered (insofar as such information or other items are not expressly identified herein); provided, that if Exchange
Act reporting is being requested, such Other Depositor or Other Trustee is only required to provide a single written notice to
such effect. Any reasonable cost and expense of the Master Servicer, Special Servicer, Operating Advisor, the Asset Representations
Reviewer, Trustee and Certificate Administrator in cooperating with such Other Depositor or Other Trustee of such Other Securitization
(above and beyond their expressed duties hereunder) shall be the responsibility of such Other Depositor or Other Securitization.
The parties hereto shall have the right to request written confirmation from the Other Depositor or Other Trustee of such Other
Securitization as to whether Regulation AB or the Exchange Act requires the delivery of the items identified in this Article
X to such Other Depositor and Other Trustee of such Other Securitization prior to providing any of the reports or other information
required to be delivered under this Article X in connection therewith and if any such party makes such a request, then
(i) upon such requesting party’s receipt of such written confirmation, such requesting party shall comply with the deadlines
for delivery set forth in this Article X with respect to such Other Securitization and (ii) until such requesting party’s
receipt of such written confirmation, such party shall not be required to deliver such items. The parties hereunder shall also
have the right to require that such Other Depositor provide them with the contact details of such Other Depositor, Other Trustee
and any other parties to the Other PSA relating to such Other Securitization.

 


(b)       
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee shall, upon reasonable prior
written request given in accordance with the terms of Section 10.02(a) above, and subject
to a right of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, to
review and approve


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such
disclosure materials, permit a holder of a related Serviced Companion Loan to use such party’s description contained in
the Prospectus (updated as appropriate by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as applicable) for inclusion in the disclosure materials relating to any securitization of a Serviced Companion Loan.

 

(c)       
The Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written request
given in accordance with the terms of Section 10.02(a) above, shall each timely provide
(to the extent the reasonable out-of-pocket cost thereof (including reasonable fees and expenses of counsel) is paid or caused
to be paid by the requesting party) to the Other Depositor and any underwriters with respect to any Other Securitization that
includes a Serviced Companion Loan such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect
to the updated description referred in Section 10.02(b) with respect to such party, substantially
identical to those, if any, delivered by the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee,
as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or
any other disclosure materials relating to this Trust (updated as deemed appropriate by the Master Servicer, the Special Servicer,
the Certificate Administrator or the Trustee, or their respective legal counsel, as the case may be). Neither the Master Servicer,
the Special Servicer, the Certificate Administrator nor the Trustee shall be obligated to deliver any such item with respect to
the securitization of a Serviced Companion Loan if it did not deliver a corresponding item with respect to this Trust.

 

(d)       
Each of the Master Servicer, the Special Servicer, the Certificate Administrator and the Trustee, upon reasonable prior written
request given in accordance with the terms of Section 10.02(a) above, shall provide (to
the extent the reasonable out-of-pocket cost thereof is paid or caused to be paid by the applicable party set forth below in this
Section 10.02(d)) to the Other Depositor and the Other Trustee under the Other PSA related
to any Other Securitization the following: (i) any information (including, but not limited to, disclosure information) required
for such Other Securitization to comply in a timely manner with applicable filing requirements under Items 1.01 and 6.02 of Form
8-K and (ii) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that
are substantially similar to those delivered by the Master Servicer, the Special Servicer, the Certificate Administrator or the
Trustee, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus
and/or any other disclosure materials relating to this Trust.

 


In
the case of a Form 8-K that is filed by or on behalf of an Other Securitization in connection with the closing of this CF 2019-CF2
Mortgage Trust securitization transaction, the reasonable out-of-pocket cost of the information, opinion(s) of counsel, certifications
and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator
or the Trustee, as the case may be, pursuant to this Section 10.02(d) shall be paid or
caused to be paid (pursuant to a payment arrangement reasonably acceptable to the delivering party and the receiving party and
agreed to as a condition precedent to delivery of such items) by the applicable mortgage loan seller that transferred the related
Serviced Companion Loan to the related Other Depositor for inclusion in such Other Securitization.


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In the case of a Form 8-K that is filed by or on behalf of an Other Securitization as a result of the termination, removal, resignation or any other replacement of the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator under this Agreement, the out-of-pocket cost of the information, opinion(s) of counsel, certifications and indemnification agreement(s) provided by or on behalf of the Master Servicer, the Special Servicer, the Certificate Administrator or the Trustee, as the case may be, pursuant to this Section 10.02(d) shall be paid or caused to be paid by the same party or parties required to pay the costs and expenses relating to such termination, removal, resignation or other replacement pursuant to this Agreement.

 

Section 10.03    Information to be Provided by the Master Servicer and the Special Servicer. For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act (in addition to any requirements contained in Section 10.09) in connection with the succession to the Master Servicer, Special Servicer or any Servicing Function Participant (if such Servicing Function Participant is a servicer as contemplated by Item 1108(a)(2) of Regulation AB) as servicer or Sub-Servicer under or as contemplated by this Agreement or any related Other PSA by any Person (i) into which the Master Servicer, Special Servicer or such Servicing Function Participant may be merged or consolidated, (ii) which may be appointed as a sub-servicer (other than the appointment of a Mortgage Loan Seller Sub-Servicer) by a Master Servicer or Special Servicer, or (iii) that is appointed as a successor Master Servicer or successor Special Servicer pursuant to Section 3.22 or Section 7.02, the Master Servicer, the Special Servicer or any Servicing Function Participant (with respect to the foregoing clauses (i) and (ii)) or the successor Master Servicer or the successor Special Servicer (with respect to the foregoing clause (iii)) shall, as a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such succession pursuant to this Agreement, provide to the Depositor and to any Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, at least 5 Business Days (other than a succession or appointment pursuant to Section 7.01(b) for which notice shall be delivered as soon as reasonably practicable) prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise no later than the second Business Day after such effective date, but in no event later than the time required pursuant to Section 10.09, (x) written notice to the Trustee, the Certificate Administrator and the Depositor (and any Other Trustee and Other Depositor related to any Other Securitization that includes a Serviced Companion Loan) of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to the Trustee, the Certificate Administrator and the Depositor (or any Other Trustee or Other Depositor of any Other Securitization that includes a Serviced Companion Loan), all information relating to such successor reasonably requested by the Depositor (or such Other Depositor) so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the Master Servicer or the Special Servicer, as the case may be, or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.

 


Section 10.04    Information to be Provided by the Trustee. For so long as the Trust is subject to the reporting requirements of the Exchange Act, (in addition to any requirements 


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contained in Section 10.09) in connection with the succession to the Trustee as Trustee or appointment of a co-Trustee under this Agreement by any Person (i) into which the Trustee may be merged or consolidated, (ii) which may be appointed as a co-Trustee or separate Trustee pursuant to Section 8.10, or (iii) that is appointed as a successor Trustee pursuant Section 8.08, the Trustee (with respect to the foregoing clauses (i) and (ii)) or the successor Trustee (with respect to the foregoing clause (iii)) shall, as a condition to such succession and at the reasonable expense of the same party or parties required to pay the costs and expenses relating to such succession pursuant to this Agreement, provide to the Depositor and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, at least 5 calendar days prior to the effective date of such succession or appointment as long as such disclosure prior to such effective date would not be violative of any applicable law or confidentiality agreement, otherwise immediately following such effective date, but in no event later than the time required pursuant to Section 10.09, (x) written notice to the Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, of such succession or appointment, (y) in writing and in form and substance reasonably satisfactory to the Depositor, and to the Other Depositor related to any Other Securitization that includes a Serviced Companion Loan, all information reasonably requested by the Depositor, or such Other Depositor, so that it may comply with its reporting obligation under Items 1.01 and 6.02 of Form 8-K with respect to any Class of Certificates or Serviced Companion Loan Securities and (z) such opinion(s) of counsel, certifications and/or indemnification agreement(s) with respect to such information that are substantially similar to those delivered by the Trustee or their respective counsel, in connection with the information concerning such party in the Prospectus and/or any other disclosure materials relating to this Trust.

 

Section 10.05    Filing Obligations. (a) Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall, and each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to, reasonably cooperate with the Certificate Administrator and the Depositor (and any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan) in connection with the Certificate Administrator’s and Depositor’s (or such Other Trustee’s or Other Depositor’s) good faith efforts to satisfy the Trust’s (or such Other Securitization’s) reporting requirements under the Exchange Act.

 

(b)         [Reserved]

 


(c)        With respect to any Mortgaged Property that secures a Serviced Companion Loan that the applicable Other Depositor has notified the Master 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 that includes such Serviced Companion Loan, to the extent that the Master Servicer is in receipt of the updated financial statements of such “significant obligor” for any calendar quarter (other than the fourth calendar quarter of any calendar year) from the Borrower, beginning with the first calendar quarter following receipt of such notice from the Other Depositor, or the updated financial 


    - 468 -


     


    
 

statements of such “significant obligor” for any calendar year, beginning for the calendar year following such notice from the Other Depositor, as applicable, the Master Servicer shall deliver to the Other Depositor, on or prior to the day that occurs two (2) Business Days prior to the related “significant obligor” NOI Quarterly Filing Deadline or seven (7) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, (A) if such financial statement receipt occurs twelve (12) or more Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or seventeen (17) or more Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating income of such “significant obligor” for the applicable period as calculated by the Master Servicer in accordance with CREFC® guidelines and (B) if such financial statement receipt occurs less than twelve (12) Business Days prior to the related Significant Obligor NOI Quarterly Filing Deadline or less than seventeen (17) Business Days prior to the related Significant Obligor NOI Yearly Filing Deadline, as applicable, such financial statements of the “significant obligor”, together with the net operating income of such “significant obligor” for the applicable period as reported by the related Borrower in such financial statements.

 

If the Master Servicer does not receive financial information satisfactory to comply with Item 6 of Form 10-D or Item 1112(b)(1) of Form 10-K, as the case may be, of such “significant obligor” within ten (10) Business Days after the date such financial information is required to be delivered under the related Loan Documents, the Master Servicer shall notify the Other Depositor with respect to such Other Securitization that includes the related Companion Loan (or shall cause each applicable Sub-Servicing Agreement to require any related Sub-Servicer to notify such Other Depositor) that it has not received such financial information. The Master Servicer shall use efforts consistent with the Servicing Standard (taking into account, in addition, the ongoing reporting obligations of such Other Depositor under the Exchange Act) to obtain the periodic financial statements of the related Borrower under the related Loan Documents.

 

The Master Servicer shall (and shall cause any related Sub-Servicing Agreement entered into after receipt of written notice from the Other Depositor that such Serviced Pari Passu Companion Loan is a significant obligor to require the related Sub-Servicer to) retain written evidence of each instance in which it (or a Sub-Servicer) attempts to contact the related Borrower related to any such “significant obligor” (identified to it as such by the Other Depositor in accordance with the second preceding paragraph) to obtain the required financial information and is unsuccessful and, within five (5) Business Days prior to the date in which a Form 10-D or Form 10-K, as applicable, is required to be filed by the Other Securitization, shall forward an Officer’s Certificate evidencing its attempts to obtain this information to the certificate administrator and Other Depositor related to such Other Securitization. This Officer’s Certificate should be addressed to the certificate administrator at its corporate trust office, as specified in the related Other PSA.

 


Section 10.06    Form 10-D and ABS-EE Filings. (a) Within 15 days after each Distribution Date (subject to permitted extensions under the Exchange Act), the Certificate Administrator shall prepare and file on behalf of the Trust any Form 10-D required by the Exchange Act and the rules and regulations of the Commission thereunder, in form and substance as required by the Exchange Act and such rules and regulations. A duly authorized representative of the Depositor shall sign each Form 10-D filed on behalf of the Trust. The Certificate Administrator shall file each Form 10-D with a copy of the related Distribution Date Statement 


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attached thereto; provided that the Certificate Administrator shall redact from such Distribution Date Statement any information relating to the ratings of the Certificates and the identity of the Rating Agencies. Any disclosure in addition to the Distribution Date Statement that is required to be included on Form 10-D (“Additional Form 10-D Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule IV and directed to the Certificate Administrator and the Depositor for approval by the Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-D Disclosure (other than such Additional Form 10-D Disclosure which is to be reported by it as set forth on Schedule IV) absent such reporting, direction and approval after the date hereof. The Certificate Administrator shall include in any Form 10-D filed by it, without limitation, to the extent such information is provided to the Certificate Administrator by the Depositor for inclusion therein, (i) the information required by Rule 15Ga-1(a) under the Exchange Act concerning all assets of the Trust that were subject of a demand to repurchase or replace for breach of the representations and warranties and (ii) contain a reference to the most recent Form ABS-15G filed by the Depositor and each Mortgage Loan Seller, if applicable, and the Commission assigned “Central Index Key” number for each such filer and (iii) incorporate the most recent Form ABS-EE filing by reference (which such Form ABS-EE will be filed on or prior to the filing of the applicable report on Form 10-D). The Certificate Administrator and the Depositor shall be entitled together to determine the manner of the presentation of such information (including the dates as of which such information is presented) in accordance with applicable laws and regulations.

 


For so long as the Trust is subject to the reporting requirements of the Exchange Act and for so long as any Other Securitization that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, within five calendar days after the related Distribution Date, (i) the parties listed on Schedule IV hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master Servicer) (and to any Other Trustee or Other Depositor related to any Other Securitization that includes a Serviced Companion Loan), to the extent a Servicing Officer or Responsible Officer, as the case may be, thereof has actual knowledge (other than Item 1117 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or Responsible Officer, as the case may be or any lawyer in the in house legal department of such party), in EDGAR Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the form and substance of the Additional Form 10-D Disclosure described on Schedule IV applicable to such party; provided that information relating to any REO Account to be reported under “Item 8: Other Information” on Schedule IV shall be reported by the Special Servicer to the Master Servicer within four (4) calendar days after the related Distribution Date on Exhibit FF, (ii) the parties listed on Schedule IV hereto shall include with such Additional Form 10-D Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit CC (except with respect to the reporting of REO Account balances which shall be delivered in the form of Exhibit FF hereto) and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-D, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-D for which it has not received the necessary Additional Form 10-D Disclosure from the applicable party. No later than the 7th calendar day after the Distribution Date, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-D Disclosure on Form 10-


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D; provided that if the Certificate Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-D Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule IV of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-D Disclosure information. The Depositor will be responsible for any reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-D Disclosure on Form 10-D pursuant to this paragraph.

 

Any Form 10-D filed by the Certificate Administrator with respect to the Trust shall (i) to the extent such information is provided to the Certificate Administrator by the Master Servicer or Special Servicer, the balances of the Collection Account, each Serviced Whole Loan Custodial Account and (to the extent the related information has been received from the Special Servicer within the time period specified in the immediately preceding paragraph of this Section 10.06) each REO Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date and (ii) the balances of the Distribution Accounts, the Interest Reserve Account and the Gain-on-Sale Reserve Account, in each case as of the related Distribution Date and as of the immediately preceding Distribution Date.

 

With respect to any Mortgage Loan that permits Additional Debt in the future, the Certificate Administrator shall include as part of any applicable Form 10-D filed by it (to the extent it receives such information from the Master Servicer (with respect to Mortgage Loans that are not Specially Serviced Loans as to which the Master Servicer has knowledge or notice of any applicable Additional Debt) or the Special Servicer (with respect to Mortgage Loans that are Specially Serviced Loans as to which the Special Servicer has knowledge or notice of any applicable Additional Debt), as applicable, substantially in the form attached hereto as Exhibit GG) the identity of such Mortgage Loan and (i) the amount of any such Additional Debt, as applicable, that is incurred during the one-month period ending on the related Determination Date, (ii) the total debt service coverage ratio calculated on the basis of such Mortgage Loan and such Additional Debt, and (iii) the aggregate LTV Ratio calculated on the basis of such Mortgage Loan and such Additional Debt.

 


After preparing the Form 10-D, the Certificate Administrator shall forward electronically a copy of the Form 10-D to the Depositor for review and approval; provided that the Certificate Administrator shall use its reasonable best efforts to provide such copy to the Depositor by the 8th day after the Distribution Date. No later than the end of business on the 4th Business Day prior to the filing date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form 10-D, and no later than the 2nd Business Day prior to the filing, a duly authorized representative of the Depositor shall sign the Form 10-D and return an electronic or fax copy of such signed Form 10-D (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-D, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 15th calendar day after the related Distribution Date or (ii) if agreed to prior to the time set forth in clause (i) above, such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-D. If a Form 10-D cannot be filed on time or if a 


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previously filed Form 10-D needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-D prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.06 related to the timely preparation and filing of Form 10-D is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Section 10.06. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form 10-D where such failure results from the Certificate Administrator’s inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form 10-D, not resulting from its own negligence, bad faith or willful misconduct.

 

Form 10-D requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor shall notify the Certificate Administrator in writing via email to sfsecfilingnotices@citi.com, no later than the 5th calendar day after the related Distribution Date during any year in which the Trust is required to file a Form 10-D if the answer to the questions should be “no” and if no such notice is received by the Certificate Administrator, it shall check “yes”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-D.

 


The Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form 10-D for each reporting period: Name: Gary Stellato, Telephone: (212) 915-1932. The Certificate Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s name and phone number in writing.

 

Upon receipt of an Asset Review Report Summary from the Asset Representations Reviewer required to be delivered pursuant to Section 11.01, the Certificate Administrator shall (i) include such Asset Review Report Summary in Item 1B on the Form 10-D for such period in which such Asset Review Report Summary was delivered, and (ii) post such Asset Review Report Summary to the Certificate Administrator’s Website not later than two (2) Business Days after receipt of such Asset Review Report Summary from the Asset Representations Reviewer.

 

To the extent the Certificate Administrator receives a request from any Certificateholder or Certificate Owner to communicate with other Certificateholders or Certificate 


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Owners pursuant to Section 5.05, the Certificate Administrator shall include under Item 1B on the Form 10-D relating to the reporting period in which such request was received a Special Notice regarding the request to communicate, and such Special Notice is required to include the following and no more than the following: (a) the name of the Certificateholder or Certificate Owner making the request, (b) the date the request was received, (c) a statement to the effect that the Certificate Administrator has received such request, stating that such Certificateholder or Certificate Owner is interested in communicating with other Certificateholders or Certificate Owners with regard to the possible exercise of rights under this Agreement, and (d) a description of the method other Certificateholders or Certificate Owners may use to contact the requesting Certificateholder or Certificate Owner. It is hereby understood that a disclosure in substantially the following form shall be deemed to satisfy the requirements in the preceding sentence:

 

On [date], the Certificate Administrator received from [name], a Certificateholder or Certificate Owner, a request to communicate with other Certificateholders and Certificate Owners in the securitization transaction to which this report on Form 10-D relates (the “Securitization”). The requesting Certificateholder or Certificate Owner is interested in communicating with other Certificateholders and Certificate Owners with regard to the possible exercise of rights under the pooling and servicing agreement governing the Securitization. Other Certificateholders and Certificate Owners may contact the requesting Certificateholder or Certificate Owner at [telephone number], [email address] and/or [mailing address]

 


(b)        Prior to the filing of each Form 10-D by the Certificate Administrator pursuant to Section 10.06, the Certificate Administrator shall prepare and file on behalf of the Trust any Form ABS-EE in form and substance as required by the Exchange Act and the rules and regulations of the Commission thereunder; provided that the foregoing shall not apply to any Form ABS-EE required to be filed with the Commission and incorporated by reference in either the preliminary Prospectus or the final Prospectus. The Certificate Administrator shall file each Form ABS-EE with a copy of the related CREFC® Schedule AL File received by the Certificate Administrator pursuant to Section 3.13 as Exhibit 102 thereto, and each Form 10-D shall incorporate by reference the most recent Form ABS-EE filing. To the extent the Certificate Administrator receives any Schedule AL Additional File with respect to such Form ABS-EE pursuant to Section 3.13, the Certificate Administrator shall file such Schedule AL Additional File as Exhibit 103 to such Form ABS-EE. The Certificate Administrator shall not be required to combine multiple CREFC® Schedule AL Files or Schedule AL Additional Files. The Certificate Administrator shall not be required to review, redact, reconcile, edit or verify the content, completeness or accuracy of the information contained in any CREFC® Schedule AL File or Schedule AL Additional File. After preparing the Form ABS-EE, the Certificate Administrator shall forward electronically a copy of such Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) concurrently with the related Form 10-D to the Depositor for review and approval. Any questions are to be directed to michael_a_tilden@keybank.com (or such other email address or phone number provided to the Certificate Administrator and Depositor by written notice from the Master Servicer). The Master Servicer shall reasonably cooperate with the Depositor to answer any 


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reasonable
questions that the Depositor may pose to the Master Servicer regarding the data or information contained in any CREFC® Schedule
AL File or Schedule AL Additional File (other than questions regarding data that is in the Initial Schedule AL File, Initial Schedule
AL Additional File or the Annex A to the Prospectus) as of the time the Master Servicer delivered such CREFC®
Schedule AL File or Schedule AL Additional File, as applicable, to the Certificate Administrator. The Certificate Administrator,
the Master Servicer and the Depositor, as applicable, shall each, to the extent related to such party’s obligations hereunder,
reasonably cooperate to remedy any filing errors regarding any CREFC® Schedule AL File or any Schedule AL Additional
File as soon as possible.

 

Within two (2) Business Days after receipt of the copy of Form ABS-EE for review, but no later than the two (2) Business Days prior to the 15th calendar day after the Distribution Date, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approval of such Form ABS-EE, and a duly authorized officer of the Depositor shall sign the Form ABS-EE and return an electronic or fax copy of such signed Form ABS-EE (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form ABS-EE, upon receipt of the Depositor’s signature thereof, prior to the filing of the related Form 10-D. If a Form ABS-EE cannot be filed on time or if a previously filed Form ABS-EE needs to be amended, the Certificate Administrator shall follow the procedures set forth in Section 10.10. Promptly after filing with the Commission, the Certificate Administrator shall, pursuant to Section 3.13, make available on the Certificate Administrator’s Website a final executed copy of each Form ABS-EE (together with the related CREFC® Schedule AL File and any Schedule AL Additional File received by the Certificate Administrator) filed by the Certificate Administrator. The signing party at the Depositor can be contacted at CCRE Commercial Mortgage Securities, L.P., 110 East 59th Street, New York, New York 10022, Attention: Gary Stellato, Fax: (646) 619-4935. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.06(b) related to the timely preparation and filing of Form ABS-EE is contingent upon the responsible parties observing all applicable deadlines in the performance of their duties under this Section 10.06(b). The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare or file such Form ABS-EE where such failure results from the Certificate Administrator’s inability or failure to receive on a timely basis any information from any other party hereto needed to prepare, arrange for execution or file such Form ABS-EE, not resulting from its own negligence, bad faith or willful misconduct.

 


The Depositor hereby directs the Certificate Administrator to include the following individual’s name and phone number on the cover of Form ABS-EE for each reporting period: Name: Gary Stellato, Telephone: (212) 915-1932. The Certificate Administrator may rely without further investigation that this information remains correct unless and until the Depositor provides the Certificate Administrator with a new individual’s name and phone number in writing

 

Section 10.07    Form 10-K Filings. Within 90 days after the end of each fiscal year of the Trust or such earlier date as may be required by the Exchange Act (the “10-K Filing Deadline”) (it being understood that the fiscal year for the Trust ends on December 31st of each year), commencing with fiscal year 2020, the Certificate Administrator shall prepare and file on behalf of the Trust a Form 10-K, in form and substance as required by the Exchange Act. Each 


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such Form 10-K shall include the following items, in each case to the extent they have been delivered to the Certificate Administrator within the applicable time frames set forth in this Agreement:

 

(i)         an annual compliance statement for each applicable Certifying Servicer, as described under Section 10.11, including disclosure regarding any noncompliance and the nature and status thereof;

 

(ii)         (A) the annual reports on assessment of compliance with servicing criteria for each applicable Reporting Servicer, as described under Section 10.12, and (B) if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 10.12 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance (including whether such instance of noncompliance involved the servicing of the assets backing the Certificates issued pursuant to this Agreement and any steps taken to remedy such instance of noncompliance), or if any Reporting Servicer’s report on assessment of compliance with servicing criteria described under Section 10.12 is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included;

 

(iii)        (A) the registered public accounting firm attestation report for each Reporting Servicer, as described under Section 10.13, and (B) if any registered public accounting firm attestation report described under Section 10.13 identifies any material instance of noncompliance, disclosure identifying such instance of noncompliance, or if any such registered public accounting firm attestation report is not included as an exhibit to such Form 10-K, disclosure that such report is not included and an explanation as to why such report is not included; and

 

(iv)        a Sarbanes-Oxley Certification as described in Section 10.08.

 


Any disclosure or information in addition to (i) through (iv) above that is required to be included on Form 10-K (“Additional Form 10-K Disclosure”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule V hereto to the Depositor and the Certificate Administrator (and to any Other Depositor or Other Trustee related to any Other Securitization that includes a Serviced Companion Loan) and approved by the Depositor (and such Other Depositor), and the Certificate Administrator (or such Other Trustee) will have no duty or liability for any failure hereunder to determine or prepare any Additional Form 10-K Disclosure (other than such Additional Form 10-K Disclosure which is to be reported by it as set forth on Schedule V) absent such reporting and approval.

 

Not later than 10 Business Days after the end of each fiscal year for which the Trust (or any Other Securitization that includes a Serviced Companion Loan) is required to file a Form 10-K, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall provide the other parties to this Agreement and the Mortgage Loan Sellers (and the parties to any Other Serviced PSA with respect to any Other Securitization that includes such Serviced Companion Loan) with written notice of the name and address of each Servicing Function Participant retained by such party. Not later than the end of each year for which the Trust is required to file a Form 10-K, 


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(i) the Certificate Administrator shall upon request provide to each Mortgage Loan Seller, Other Depositor and Other Trustee written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicer or the Special Servicer, as applicable, shall provide to each related Mortgage Loan Seller written notice of any change in the identity of any Sub-Servicer that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer, as applicable, including the name and address of any new Sub-Servicer that is a Servicing Function Participant or an Additional Servicer.

 

With respect to any Other Securitization that includes a Serviced Companion Loan, not later than the end of each year for which the Other Securitization trust is required to file a Form 10-K, (i) the Certificate Administrator shall upon request provide to each mortgage loan seller with respect to such Other Securitization written notice of any change in the identity of any party to this Agreement, including the name and address of any new party to this Agreement and (ii) the Master Servicer or the Special Servicer, as applicable, shall provide to each such mortgage loan seller written notice of any change in the identity of any Sub-Servicer that is a Servicing Function Participant or an Additional Servicer engaged by the Master Servicer or the Special Servicer for the servicing of such Serviced Whole Loan, as applicable, including the name and address of any new Sub-Servicer that is a Servicing Function Participant or an Additional Servicer.

 


For so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements of the Exchange Act, by March 1, commencing in March 2020, (i) the parties listed on Schedule V hereto shall be required to provide to the Certificate Administrator and the Depositor (and in the case of any Servicing Function Participant with a copy to the Master Servicer) (and to any Other Depositor or Other Trustee related to any Other Securitization that includes a Serviced Companion Loan), to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge (other than with respect to Items 1117 and 1119 of Regulation AB as to such party which shall be reported if actually known by any Servicing Officer or any lawyer in the in house legal department of such party), in EDGAR Compatible Format (to the extent available to such party in such format), or in such other form as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor) and such party, the form and substance of the Additional Form 10-K Disclosure described on Schedule V applicable to such party, (ii) include with such Additional Form 10-K Disclosure, an Additional Disclosure Notification in the form attached hereto as Exhibit CC and (iii) the Certificate Administrator shall, at any time prior to filing the related Form 10-K, provide prompt notice to the Depositor to the extent that the Certificate Administrator is notified of an event reportable on Form 10-K for which it has not received the necessary Additional Form 10-K Disclosure from the applicable party. No later than March 10th, the Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Additional Form 10-K Disclosure on Form 10-K; provided that if the Certificate Administrator does not receive a response from the Depositor by such time the Depositor will be deemed to have consented to the inclusion of such Additional Form 10-K Disclosure. Other than to the extent provided for in clause (iii) above, the Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule V of their duties under this paragraph or proactively solicit or procure from such parties any Additional Form 10-K Disclosure information. The Depositor will be responsible for any reasonable fees 


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assessed and any expenses incurred by the Certificate Administrator in connection with including any Additional Form 10-K Disclosure on Form 10-K pursuant to this paragraph.

 

After preparing the Form 10-K, on or prior to the 6th Business Day prior to the 10-K Filing Deadline, the Certificate Administrator shall forward electronically a copy of the Form 10-K to the Depositor for review and approval. Within three Business Days after receipt of such copy, but no later than March 24th, the Depositor shall notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to or approved of such Form 10-K. No later than 5:00 p.m., New York City time, on the 4th Business Day prior to the 10-K Filing Deadline, a senior officer in charge of securitization of the Depositor shall sign the Form 10-K and return an electronic or fax copy of such signed Form 10-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 10-K, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 10-K Filing Deadline or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 10-K, of each year in which a report on Form 10-K is required to be filed by the Trust. If a Form 10-K cannot be filed on time or if a previously filed Form 10-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate Administrator shall, pursuant to Section 4.02(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 10-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.07 related to the timely preparation and filing of Form 10-K is contingent upon such parties (and any Additional Servicer or Servicing Function Participant) observing all applicable deadlines in the performance of their duties under this Article X. The Certificate Administrator shall have no liability with respect to any failure to properly prepare or file such Form 10-K resulting from the Certificate Administrator’s inability or failure to receive from any other party any information needed to prepare, arrange for execution or file such Form 10-K on a timely basis, not resulting from its own negligence, bad faith or willful misconduct.

 


Form 10-K requires the registrant to indicate (by checking “yes” or “no”) that it “(1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.” The Depositor shall notify the Certificate Administrator in writing via email to sfsecfilingnotice@citi.com, no later than the 15th calendar day of March during any year in which the Trust is required to file a Form 10-K if the answer to the questions should be “no”, and if no such notice is received by the Certificate Administrator, it shall check “yes”; provided that if the failure of the Depositor to have filed such required reports arises in connection with the securitization contemplated by this Agreement, the Certificate Administrator shall be deemed to have notice of such failure (only with respect to Exchange Act reports prepared or required to be prepared and filed by the Certificate Administrator) without being notified by the Depositor; provided, further, that in connection with the delivery of any notice contemplated by this sentence, the Depositor may instruct the Certificate Administrator that such notice shall be effective for a period (not to exceed 12 months) from the date of such notice, in which case no further notice from the Depositor shall be required during such specified period. The Certificate Administrator shall be entitled to rely on such representations in preparing, executing and/or filing any Form 10-K.


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Section 10.08    Sarbanes-Oxley Certification. Each Form 10-K shall include a certification (the “Sarbanes-Oxley Certification”), as set forth in Exhibit W attached hereto, required to be included therewith pursuant to the Sarbanes-Oxley Act. Each Reporting Servicer shall, and each Reporting Servicer shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan), to provide to the Person who signs the Sarbanes-Oxley Certification for the Trust or any Other Securitization that includes a Serviced Companion Loan (the “Certifying Person”), by March 1st of each year commencing in 2020 in which the Trust is subject to the reporting requirements of the Exchange Act and of each year in which any Other Securitization that includes a Serviced Companion Loan is subject to the reporting requirements of the Exchange Act, a certification (each, a “Performance Certification”), in the form attached hereto as Exhibit O, Exhibit P, Exhibit Q, Exhibit R, Exhibit S, Exhibit T, Exhibit U or Exhibit V, as applicable, upon 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. The senior officer in charge of securitization of the Depositor shall serve as the Certifying Person on behalf of the Trust. The Certifying Person at the Depositor can be contacted at CCRE Commercial Mortgage Securities, L.P., 110 East 59th Street, New York, New York 10022, Attention: Gary Stellato, Fax: (646) 619-4935. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement, such Reporting Servicer shall provide a Performance Certification to the Certifying Person pursuant to this Section 10.08 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement. Notwithstanding the foregoing, the Trustee shall not be required to deliver a Performance Certification with respect to any period during which there was no Relevant Servicing Criteria applicable to it.

 


Notwithstanding the foregoing, nothing in this Section 10.08 shall require any Reporting Servicer (i) to certify or verify the accurateness or completeness of any information provided to such Reporting Servicer by third parties (other than a Sub-Servicer, Additional Servicer or any other third party retained by it that is not a Sub-Servicer listed on Exhibit X or a Sub-Servicer appointed pursuant to Section 3.01(c)), (ii) to certify information other than to such Reporting Servicer’s knowledge and in accordance with such Reporting Servicer’s responsibilities hereunder or (iii) with respect to completeness of information and reports, to certify anything other than that all fields of information called for in written reports prepared by such Reporting Servicer have been completed except as they have been left blank on their face.

 

Each Performance Certification shall include a reasonable reliance provision enabling the Certification Parties to rely upon each (i) annual compliance statement provided pursuant to Section 10.11, (ii) annual report on assessment of compliance with servicing criteria provided pursuant to Section 10.12 and (iii) registered public accounting firm attestation report provided pursuant to Section 10.13.

 

For so long as the Trust is subject to the reporting obligations of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced PSA, the Certificate Administrator shall use commercially reasonable efforts to procure a Sarbanes-Oxley back-up certification from the Non-Serviced Mortgage Loan Service Providers, in form and 


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substance similar to a Performance Certification or to the form, if any, provided in the Non-Serviced PSA. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such Sarbanes-Oxley back-up certification received by the Master Servicer.

 

Section 10.09    Form 8-K Filings. Within four (4) Business Days after the occurrence of an event requiring disclosure (the “8-K Filing Deadline”) under Form 8-K (each a “Reportable Event”), to the extent it receives the Form 8-K Disclosure Information described below, the Certificate Administrator shall, at the direction of the Depositor, prepare and file on behalf of the Trust any Form 8-K, as required by the Exchange Act and shall provide notice thereof to Form10K.Compliance@cwt.com, provided that the Depositor shall file the initial Form 8-K in connection with the issuance of the Certificates. Any disclosure or information related to a Reportable Event or that is otherwise required to be included on Form 8-K (“Form 8-K Disclosure Information”) shall, pursuant to the paragraph immediately below, be reported by the parties set forth on Schedule VI to which such Reportable Event relates and such Form 8-K Disclosure Information shall be delivered to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes a Serviced Companion Loan) in EDGAR Compatible Format and approved by the Depositor. The Certificate Administrator will have no duty or liability for any failure hereunder to determine or prepare any Form 8-K Disclosure Information (other than such Form 8-K Disclosure Information which is to be reported by it as set forth on Schedule VI) absent such reporting and approval.

 


For so long as the Trust (or any Other Securitization that includes a Serviced Companion Loan) is subject to the reporting requirements of the Exchange Act, the parties listed on Schedule VI hereto shall, to the extent a Servicing Officer or a Responsible Officer, as the case may be, thereof has actual knowledge, use their commercially reasonable efforts to provide to the Depositor and the Certificate Administrator (and to any Other Depositor and Other Trustee related to any Other Securitization that includes a Serviced Companion Loan) within 1 Business Day after the occurrence of the Reportable Event, but shall provide in no event later than the end of business (New York City time) on the 2nd Business Day after the occurrence of the Reportable Event, the form and substance of the Form 8-K Disclosure Information described on Schedule VI as applicable to such party, in EDGAR Compatible Format, or in such other format as otherwise agreed to in advance by the Certificate Administrator and the Depositor (and such Other Trustee and Other Depositor) and such party and accompanied by an Additional Disclosure Notification in the form attached hereto as Exhibit CC. The Depositor will approve, as to form and substance, or disapprove, as the case may be, the inclusion of the Form 8-K Disclosure Information on Form 8-K by the end of business on the 2nd Business Day after the Reportable Event; provided that if the Certificate Administrator does not receive a response from the Depositor by such time as required under this Agreement the Depositor will be deemed to have consented to such Form 8-K Disclosure Information. The Certificate Administrator has no duty under this Agreement to monitor or enforce the performance by the parties listed on Schedule VI of their duties under this paragraph or proactively solicit or procure from such parties any Form 8-K Disclosure Information; provided that to the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary Form 8-K Disclosure Information, it shall notify the Depositor that it has not received such information and, provided, further, that the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations under this Agreement. The Depositor will be responsible for any 


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reasonable fees assessed and any expenses incurred by the Certificate Administrator in connection with including any Form 8-K Disclosure Information on Form 8-K pursuant to this paragraph.

 

After preparing the Form 8-K, the Certificate Administrator shall, no later than the end of the Business Day (New York City time) on the 3rd Business Day after the Reportable Event, forward electronically a copy of the Form 8-K to the Depositor for review and approval and the Depositor shall promptly notify the Certificate Administrator in writing (which may be furnished electronically) of any changes to the Form 8-K. No later than noon on the 4th Business Day (New York City time) after the Reportable Event, a duly authorized representative of the Depositor shall sign the Form 8-K and return an electronic or fax copy of such signed Form 8-K (with an original executed hard copy to follow by overnight mail) to the Certificate Administrator. The Certificate Administrator shall file such Form 8-K, upon signature thereof as provided in Section 10.16, not later than (i) 5:30 p.m. (New York City time) on the 4th Business Day following the reportable event or (ii) such other time as the Depositor and the Certificate Administrator mutually agree is permitted by the Commission for the filing such Form 8-K. If a Form 8-K cannot be filed on time or if a previously filed Form 8-K needs to be amended, the Certificate Administrator will follow the procedures set forth in Section 10.10(b). After filing with the Commission, the Certificate Administrator will, pursuant to Section 4.02(b), make available on the Certificate Administrator’s Website a final executed copy of each Form 8-K prepared and filed by the Certificate Administrator. The parties to this Agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.09 related to the timely preparation and filing of Form 8-K is contingent upon such parties observing all applicable deadlines in the performance of their duties under this Section 10.09. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare, arrange for execution and/or timely file such Form 8-K, where such failure results from the Certificate Administrator’s inability or failure to receive approved Form 8-K Disclosure Information within the applicable timeframes set forth in this Section 10.09 and not resulting from the Certificate Administrator’s own negligence, bad faith or willful misconduct (provided that to the extent that the Certificate Administrator is notified of such Reportable Event and it does not receive the necessary Form 8–K Disclosure Information, it will notify the Depositor that it has not received such information and further provided that the limitation on liability provided by this sentence shall not be applicable if the Reportable Event relates to the Certificate Administrator or any party that the Certificate Administrator has engaged to perform its obligations under this Agreement).

 


In addition to the foregoing, as to any resignation, removal, succession, merger or consolidation of the Master Servicer or the Special Servicer that would constitute a Reportable Event, upon at least 4 Business Days prior notice of the anticipated effective date of such event, the Certificate Administrator and the Depositor shall cooperate in a timely manner with the Master Servicer, the Special Servicer or any other Person pursuing such resignation, removal, succession, merger or consolidation, as applicable, in connection with the Depositor’s or the Certificate Administrator’s obligation to file any related required Form 8-K relating to this Trust on the anticipated effective date of such event.

 

Section 10.10    Suspension of Exchange Act Filings; Incomplete Exchange Act Filings; Amendments to Exchange Act Reports. (a) If at any time the Trust is permitted to suspend its reporting obligations under the Exchange Act, on or before January 30 of the first year in which


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the Certificate Administrator is able to do so under applicable law, the Depositor shall direct the Certificate Administrator to prepare and file any form necessary to be filed with the Commission to suspend such reporting obligations. With respect to any reporting period occurring after the filing of such form, except with respect to the Other Securitization, the obligations of the parties to this Agreement under Section 10.01, Section 10.03, Section 10.06, Section 10.07, Section 10.08 and Section 10.09 shall be suspended. The Certificate Administrator shall provide prompt notice to the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Operating Advisor, the Asset Representations Reviewer and the Mortgage Loan Sellers that such form has been filed.

 


(b)        If the Certificate Administrator is unable to timely file with the Commission all or any required portion of any Form 8-K, Form 10-D, Form ABS-EE or Form 10-K required to be filed by this Agreement because required disclosure information either was not delivered to it or was delivered to it after the delivery deadlines set forth in this Agreement or for any other reason, the Certificate Administrator shall promptly notify (which notice may be sent by fax or by email notwithstanding the provisions of Section 12.05) shall include the identity of those Reporting Servicers who either did not deliver such information or delivered such information to it after the delivery deadlines set forth in this Agreement) the Depositor and each Reporting Servicer that failed to make such delivery. In the case of Form 10-D, Form ABS-EE and Form 10-K, each such Reporting Servicer shall cooperate with the Depositor and the Certificate Administrator to prepare and file a Form 12b-25 and a Form 10-D/A, Form ABS-EE/A and Form 10-K/A as applicable, pursuant to Rule 12b-25 of the Exchange Act. In the case of Form 8-K, the Certificate Administrator shall, upon receipt of all required Form 8-K Disclosure Information and upon the approval and direction of the Depositor, include such disclosure information on the next Form 10-D that is required to be filed on behalf of the Trust. In the event that any previously filed Form 8-K, Form 10-D, Form ABS-EE or Form 10-K needs to be amended, the Certificate Administrator shall notify the Depositor and such other parties as needed and such parties shall cooperate to prepare any necessary Form 8-K/A, Form 10-D/A, Form ABS-EE/A or Form 10-K/A. In the event that any Reporting Servicer receives notice from the applicable parties to the Other Securitization that any previously filed Form 8-K, Form 10-D or Form 10-K needs to be amended, such party shall cooperate in preparation of any necessary Form 8-K/A, Form 10-D/A or Form 10-K/A. Any Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K shall be signed by the Depositor. The parties to this agreement acknowledge that the performance by the Certificate Administrator of its duties under this Section 10.10 related to the timely preparation and filing of a Form 12b-25 or any amendment to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is contingent upon the Master Servicer, the Special Servicer and the Depositor performing their duties under this Section. The Certificate Administrator shall have no liability for any loss, expense, damage, claim arising out of or with respect to any failure to properly prepare and/or timely file any such Form 12b-25 or any amendments to Forms 8-K, Form 10-D, Form ABS-EE or Form 10-K, where such failure results from the Certificate Administrator’s inability or failure to receive, on a timely basis, any information from any other party hereto needed to prepare, arrange for execution or file such Form 12b-25 or any amendments to Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, not resulting from its own negligence, bad faith or willful misconduct.

 

Section 10.11    Annual Compliance Statements. (a) The Master Servicer, the Special Servicer, the Custodian, the Certificate Administrator, any Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated


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by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (each, a “Certifying Servicer”) shall, and the Master Servicer, the Special Servicer, the Custodian and the Certificate Administrator shall use commercially reasonable efforts to cause each Additional Servicer and each Servicing Function Participant (if such Servicing Function Participant is a servicer contemplated by Item 1108(a)(2)(i), (ii) or (iii) of Regulation AB) (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion Loan, to deliver to the Trustee, the Depositor, the Certificate Administrator, the Operating Advisor (in the case of the Special Servicer only), the Other Trustee, the Other Depositor and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) on or before March 1st of each year, commencing in 2020, an Officer’s Certificate stating, as to the signer thereof, that (A) a review of such Certifying Servicer’s activities during the preceding calendar year or portion thereof and of such Certifying Servicer’s performance under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, has been made under such officer’s supervision and (B) that, to the best of such officer’s knowledge, based on such review, such Certifying Servicer has fulfilled all its obligations under this Agreement, or the applicable sub-servicing agreement or primary servicing agreement in the case of an Additional Servicer, in all material respects throughout such 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.

 


(b)        With respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced PSA, the Certificate Administrator shall use commercially reasonable efforts to procure an Officer’s Certificate as described in this Section from the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the Officer’s Certificate described in this Section.

 

(c)        Promptly after receipt of each such Officer’s Certificate, the Depositor (and each Other Depositor for any Other Securitization that includes a Serviced Companion Loan) shall have the right to review such Officer’s Certificate and, if applicable, consult with each Certifying Servicer, as applicable, as to the nature of any failures by such Certifying Servicer, in the fulfillment of any of the Certifying Servicer’s obligations hereunder or under the applicable sub-servicing agreement. None of the Certifying Servicers or any Additional Servicer or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such Officer’s Certificate until April 15, in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust or any Other Securitization that includes a Serviced Companion Loan for the preceding calendar year. If any Certifying Servicer is terminated or resigns pursuant to the terms of this Agreement or any applicable Sub-Servicing Agreement, as the case may be, such Certifying Servicer shall provide the Officer’s Certificate pursuant to this Section 10.11 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement, as the case may be.

 

Section 10.12    Annual Reports on Assessment of Compliance with Servicing Criteria. By March 1st of each year, commencing in March 2020, the Master Servicer, the Special Servicer (regardless of whether the Special Servicer has commenced special servicing of any Mortgage Loan or the Trust Subordinate Companion Loan), the Certificate Administrator, the Custodian, the Trustee (only with respect to any period during which any Relevant Servicing


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 Criteria was applicable to it), the Operating Advisor and each Servicing Function Participant (each, a “Reporting Servicer”), each at its own expense, shall furnish (and each Reporting Servicer, as applicable, shall use commercially reasonable efforts to cause, by March 1st each Servicing Function Participant (other than (x) a party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer), with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) to furnish, each at its own expense, to the Trustee, the Certificate Administrator, the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Companion Loan) and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.16(d) of this Agreement) in an EDGAR Compatible Format, or in such other format as otherwise agreed upon by the Certificate Administrator and the Depositor (or such Other Trustee and Other Depositor, as applicable) a report on an assessment of compliance with the Relevant Servicing Criteria with respect to commercial mortgage backed securities transactions taken as a whole involving such party that contains (A) a statement by such Reporting Servicer of its responsibility for assessing compliance with the Relevant Servicing Criteria, (B) a statement that such Reporting Servicer used the Servicing Criteria to assess compliance with the Relevant Servicing Criteria, (C) such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for the period ending the end of the fiscal year covered by the Form 10-K required to be filed pursuant to Section 10.07, including, if there has been any material instance of noncompliance with the Relevant Servicing Criteria, a discussion of each such failure and the nature and status thereof, and (D) a statement that a registered public accounting firm has issued an attestation report on such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria as of and for such period. Copies of all compliance reports delivered pursuant to this Section 10.12 shall be made available to any Privileged Person by the Certificate Administrator pursuant to Section 4.02(c) of this Agreement and to any Rating Agency and NRSRO by the 17g-5 Information Provider pursuant to Section 3.14(d) of this Agreement.

 


No later than 10 Business Days after the end of each fiscal year for the Trust (and any Other Securitization that includes a Serviced Companion Loan) for which a Form 10-K is required to be filed, the Master Servicer, the Special Servicer and the Operating Advisor shall each forward to the Certificate Administrator and the Depositor (and to the Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Companion Loan) the name and contact information of each Servicing Function Participant engaged by it during such year or portion thereof (except with respect to any Mortgage Loan Seller Sub-Servicer) and what Relevant Servicing Criteria will be addressed in the report on assessment of compliance prepared by such Servicing Function Participant. When the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor and each Servicing Function Participant submit their respective assessments by March 1st, as applicable, to the Certificate Administrator (and such other trustee), each such party shall also at such time, if it has received the assessment (and attestation pursuant to Section 10.13) of each Servicing Function Participant engaged by it, include such assessment (and attestation) in its submission to the Certificate Administrator (and such other trustee).

 

Promptly after receipt of each such report on assessment of compliance, (i) the Depositor (and any Other Depositor for any Other Securitization that includes a Serviced Companion Loan) shall have the right to review each such report and, if applicable, consult with the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, 


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the Operating Advisor and any Servicing Function Participant as to the nature of any material instance of noncompliance with the Relevant Servicing Criteria by the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Custodian, the Trustee or any Servicing Function Participant, and (ii) the Certificate Administrator shall confirm that the assessments, taken individually, address the Relevant Servicing Criteria for each party as set forth on Schedule II and notify the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Companion Loan) of any exceptions; provided that the Certificate Administrator shall not be responsible for confirming whether any such party has certified to all the Relevant Servicing Criteria applicable to it. None of the Master Servicer, the Special Servicer, the Certificate Administrator, the Custodian, the Trustee, the Operating Advisor or any Servicing Function Participant shall be required to deliver, or to endeavor to cause the delivery of, any such reports until April 15 in any given year so long as it has received written confirmation from the Depositor (and the Other Depositor for any Other Securitization that includes a Serviced Companion Loan) that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement, as the case may be, such Reporting Servicer shall provide the reports and statements pursuant to this Section 10.12 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement, as the case may be.

 


The parties hereto acknowledge that a material instance of noncompliance with the Relevant Servicing Criteria reported on an assessment of compliance pursuant to this Section 10.12 by the Master Servicer or the Special Servicer, the Certificate Administrator, the Trustee, the Operating Advisor or the Custodian shall not, as a result of being so reported, in and of itself, constitute a breach of such parties’ obligations or a Servicer Termination Event or Operating Advisor Termination Event, as applicable, under this Agreement unless otherwise provided for in this Agreement.

 

For so long as the Trust is subject to the reporting requirements of the Exchange Act, with respect to any Non-Serviced Mortgage Loan serviced under a Non-Serviced PSA, the Certificate Administrator shall use commercially reasonable efforts to procure an annual report on assessment of compliance as described in this Section and an attestation as described in Section 10.13 from the Non-Serviced Mortgage Loan Service Providers in form and substance similar to the annual report on assessment of compliance described in this Section (or in such Non-Serviced PSA, as the case may be) and the attestation described in Section 10.13. The Master Servicer shall promptly forward to the Certificate Administrator and the Depositor any such assessment of compliance received by the Master Servicer. Until such time as the Certificate Administrator receives notice that the Non-Serviced Mortgage Loan Service Providers no longer have a continuing obligation under the Non-Serviced PSA related to an Other Securitization that includes the related Non-Serviced Companion Loan to provide to the Trust an annual report on assessment of compliance as described in this Section and an attestation as described in Section 10.13 for any year that the Trust formed under this Agreement is not subject to the reporting requirements of the Exchange Act, the Certificate Administrator shall notify the Non-Serviced Mortgage Loan Service Providers if such parties fail to deliver to the Certificate Administrator such assessment of compliance and attestation within the time frame required by such Non-Serviced PSA.


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Section 10.13    Annual Independent Public Accountants’ Servicing Report. By March 1st, of each year, commencing in March 2020, each Reporting Servicer, each at its own expense, shall cause, and each Reporting Servicer, as applicable, shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) a party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion Loan, each at such Servicing Function Participant’s own expense, a registered public accounting firm (which may also render other services to the Master Servicer, the Special Servicer, the Operating Advisor and such Servicing Function Participant, as the case may be) and that is a member of the American Institute of Certified Public Accountants to furnish a report to the Trustee, the Certificate Administrator, the Depositor (and to any Other Depositor and Other Trustee for any Other Securitization that includes a Serviced Companion Loan), the Operating Advisor (in the case of the Special Servicer only) and the 17g-5 Information Provider (who shall promptly post such report to the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement) to the effect that (i) it has obtained a representation regarding certain matters from the management of such Reporting Servicer, which includes an assessment from such Reporting Servicer of its compliance with the Relevant Servicing Criteria in all material respects, and (ii) on the basis of an examination conducted by such firm in accordance with standards for attestation engagements issued or adopted by the PCAOB, it is expressing an opinion as to whether such Reporting Servicer’s compliance with the Relevant Servicing Criteria was fairly stated in all material respects, or it cannot express an overall opinion regarding such Reporting Servicer’s assessment of compliance with the Relevant Servicing Criteria. If an overall opinion cannot be expressed, such registered public accounting firm shall state in such report why it was unable to express such an opinion. Such report must be available for general use and not contain restricted use language. Notwithstanding the foregoing, the Trustee shall not be required to deliver an annual independent public accountants’ servicing report with respect to any period during which there was no Relevant Servicing Criteria applicable to it.

 

Promptly after receipt of such report from each Reporting Servicer, (i) the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) shall have the right to review the report and, if applicable, consult with the related Reporting Servicer as to the nature of any material instance of noncompliance by such Reporting Servicer with the Servicing Criteria applicable to such person, as the case may be, in the fulfillment of any of such Reporting Servicer’s obligations hereunder or under any applicable sub-servicing agreement or primary servicing agreement, and (ii) the Certificate Administrator shall confirm that each assessment submitted pursuant to Section 10.12 is coupled with an attestation meeting the requirements of this Section and notify the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) of any exceptions; provided, that the Certificate Administrator shall not be responsible for confirming whether any particular Reporting Servicer has certified to all of the Relevant Servicing Criteria applicable to it. No Reporting Servicer shall be required to deliver, or to endeavor to cause the delivery of, such reports until April 15 in any given year so long as it has received written confirmation from the Depositor that a Form 10-K is not required to be filed in respect of the Trust (or, in the case of a Serviced Companion Loan, the related Other Securitization that includes such Serviced Companion Loan) for the preceding calendar year. If any Reporting Servicer is terminated or resigns pursuant to the terms of this Agreement, or any applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be, such Reporting Servicer shall 


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provide the report pursuant to this Section 10.13 with respect to the period of time it was subject to this Agreement or the applicable Sub-Servicing Agreement or primary servicing agreement, as the case may be.

 

Section 10.14    Exchange Act Reporting Indemnification. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian (if not the Certificate Administrator), the Certificate Administrator and the Trustee shall indemnify and hold harmless each Certification Party, the Depositor (and any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan), their respective directors and officers, and each other person who controls any such entity within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against any and all expenses, losses, claims, damages and other liabilities, including without limitation the costs of investigation, legal defense and any amounts paid in settlement of any claim or litigation arising out of (i) the failure to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization that includes a Serviced Companion Loan) under this Article X by the time required after giving effect to any applicable grace period or cure period, (ii) any untrue statement or alleged untrue statement of a material fact contained in any information (x) regarding such party or any Servicing Function Participant, Additional Servicer or subcontractor engaged by it (other than any Mortgage Loan Seller Sub-Servicer), (y) prepared by any such party described in clause (x) or any registered public accounting firm, attorney or other agent retained by such party to prepare such information and (z) delivered by or on behalf of such party in connection with the performance of such party’s obligations described in this Article X, or the omission or alleged omission to state in any such information a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided, that the applicable party shall be entitled to participate in any action arising out of the foregoing and the Depositor shall consult with such party with respect to any litigation or audit strategy, as applicable, in connection with the foregoing and any potential settlement terms related thereto, (iii) the failure of any Servicing Function Participant or Additional Servicer retained by it (other than a Mortgage Loan Seller Sub-Servicer) to perform its obligations to the Depositor (or any Other Depositor related to an Other Securitization that includes a Serviced Companion Loan) or Certificate Administrator (or any Other Trustee related to an Other Securitization that includes a Serviced Companion Loan) under this Article X by the time required after giving effect to any applicable grace period and cure period or (iv) any Deficient Exchange Act Deliverable.

 

In addition, each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall cooperate (and require each Servicing Function Participant and Additional Servicer retained by it to cooperate under the applicable Sub-Servicing Agreement) with the Depositor as necessary for the Depositor to conduct any reasonable due diligence necessary to evaluate and assess any material instances of non-compliance disclosed in any of the deliverables required by the applicable reporting requirements under the Securities Act, the Exchange Act, the Sarbanes-Oxley Act and the rules and regulations promulgated thereunder (“Reporting Requirements”).


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In connection with comments provided to the Depositor from the Commission regarding information (x) delivered by the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator, the Trustee, a Servicing Function Participant or an Additional Servicer, as applicable (“Affected Reporting Party”), (y) regarding such Affected Reporting Party, and (z) prepared by such Affected Reporting Party or any registered public accounting firm, attorney or other agent retained by such party to prepare such information, which information is contained in a report filed by the Depositor under the Reporting Requirements and which comments are received subsequent to the Depositor’s filing of such report, the Depositor shall promptly provide to such Affected Reporting Party any such comments which relate to such Affected Reporting Party. Such Affected Reporting Party shall be responsible for timely preparing a written response to the Commission for inclusion in the Depositor’s response to the Commission, unless such Affected Reporting Party elects, with the consent of the Depositor (which consent shall not be unreasonably denied, withheld or delayed), to directly communicate with the Commission and negotiate a response and/or resolution with the Commission; provided, however, if an Affected Reporting Party is a Servicing Function Participant or Additional Servicer retained by the Master Servicer, the Master Servicer shall receive copies of all material communications pursuant to this Section 10.14. If such election is made, the applicable Affected Reporting Party shall be responsible for directly negotiating such response and/or resolution with the Commission in a timely manner; provided, that (i) such Affected Reporting Party shall use reasonable efforts to keep the Depositor informed of its progress with the Commission and copy the Depositor on all correspondence with the Commission and provide the Depositor with the opportunity to participate (at the Depositor’s expense) in any telephone conferences and meetings with the Commission and (ii) the Depositor shall cooperate with any Affected Reporting Party in order to authorize such Affected Reporting Party and its representatives to respond to and negotiate directly with the Commission with respect to any comments from the Commission relating to such Affected Reporting Party and to notify the Commission of such authorization. The Depositor and the Affected Reporting Party shall cooperate and coordinate with one another with respect to any requests made to the Commission for extension of time for submitting a response or compliance. All respective reasonable out-of-pocket costs and expenses incurred by the Depositor (including reasonable legal fees and expenses of outside counsel to the Depositor) in connection with the foregoing (other than those costs and expenses required to be at the Depositor’s expense as set forth above) and any amendments to any reports filed with the Commission related thereto shall be promptly paid by the applicable Affected Reporting Party upon receipt of an itemized invoice from the Depositor. Each of the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Custodian, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause any Servicing Function Participant or Additional Servicer retained by it to comply with the foregoing by inclusion of similar provisions in the related sub-servicing or similar agreement.

 

The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) a Mortgage Loan Seller Sub-Servicer) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion Loan to indemnify and hold harmless each Certification Party from and against any losses, damages, penalties, fines, forfeitures, legal fees and expenses and related costs, judgments and other costs and expenses incurred by such Certification Party arising 


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out of (i) a breach of its obligations to provide any of the annual compliance statements or annual assessment of servicing criteria or attestation reports pursuant to this Agreement, or the applicable Sub-Servicing Agreement, as applicable or (ii) any Deficient Exchange Act Deliverable.

 


If the indemnification provided for herein is unavailable or insufficient to hold harmless any Certification Party, then the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, each Additional Servicer or other Servicing Function Participant (the “Performing Party”) shall, and the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant with which it has entered into a servicing relationship (other than (x) a party to this Agreement or (y) any Mortgage Loan Seller Sub-Servicer) with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion Loan to contribute to the amount paid or payable to the Certification Party as a result of the losses, claims, damages or liabilities of the Certification Party in such proportion as is appropriate to reflect the relative fault of the Certification Party on the one hand and the Performing Party on the other in connection with a breach of the Performing Party’s obligations pursuant to this Article X. The Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator and the Trustee shall use commercially reasonable efforts to cause each Servicing Function Participant (other than (x) any party to this Agreement or (y) Mortgage Loan Seller Sub-Servicers) with which it has entered into a servicing relationship with respect to the Mortgage Loans (other than a Non-Serviced Mortgage Loan) or the Trust Subordinate Companion Loan to agree to the foregoing indemnification and contribution obligations.

 

Promptly after receipt by an indemnified party of notice of the commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify in writing the indemnifying party of the commencement thereof; but the omission to so notify the indemnifying party shall not relieve it from any liability which it may have to any indemnified party under this Agreement except to the extent that such omission to notify materially prejudices the indemnifying party. In case any such action is brought against any indemnified party, after the indemnifying party has been notified of the commencement of such action, such indemnifying party shall be entitled to participate therein (at its own expense) and, to the extent that it may wish, shall be entitled to assume the defense thereof (jointly with any other indemnifying party similarly notified) with counsel reasonably satisfactory to such indemnified party (which approval shall not be unreasonably withheld or delayed), and after notice from the indemnifying party to such indemnified party of its election to so assume the defense thereof, the indemnifying party shall not be liable to such indemnified party for any expenses subsequently incurred in connection with the defense thereof other than reasonable costs of investigation. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying party and the indemnified party shall have agreed to the retention of such counsel, (ii) the named parties to any such proceeding (including any impleaded parties and, in the case of an investigation by the Commission, any parties that are, or whose reporting materials are, the subject of such investigation) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the indemnifying party fails 


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within a reasonable period of time to designate counsel that is reasonably satisfactory to the indemnified party (which approval shall not be unreasonably withheld or delayed). In no event shall the indemnifying parties be liable for fees and expenses of more than one counsel (in addition to any local counsel) in any one jurisdiction separate from their own counsel for all indemnified parties in connection with any one action or separate but similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances. An indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent. However, if settled with such consent, the indemnifying party shall indemnify the indemnified party from and against any loss or liability by reason of such settlement to the extent that the indemnifying party is otherwise required to do so under this Agreement. If an indemnifying party assumes the defense of any proceeding, it shall be entitled to settle such proceeding with the consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) or, if such settlement (i) provides for an unconditional release of the indemnified party in connection with all matters relating to the proceeding that have been asserted against the indemnified party in such proceeding by the other parties to such settlement and (ii) does not require an admission of fault by the indemnified party, without the consent of the indemnified party.

 


Section 10.15    Amendments. This Article X may be amended by the written consent of all the parties hereto pursuant to Section 12.08 for purposes of complying with Regulation AB without, in each case, any Opinions of Counsel, Officer’s Certificates, Rating Agency Confirmations or the consent of any Certificateholder, notwithstanding anything to the contrary contained in this Agreement.

 

Section 10.16    Exchange Act Report Signatures; Delivery of Notices; Interpretation of Grace Periods. (a) Each Form 8-K report, Form 10-D report, Form ABS-EE Report and Form 10-K report shall be signed by the Depositor in accordance with procedures to be agreed upon by the Depositor and the Certificate Administrator. The signing party at the Depositor can be contacted at CCRE Commercial Mortgage Securities, L.P., 110 East 59th Street, New York, New York 10022, Attention: Gary Stellato, Fax: (646) 619-4935.

 

(b)        Notwithstanding anything in Section 12.05 to the contrary, any notice required to be delivered to (i) the Depositor under this Article X shall be properly given if sent by facsimile to (646) 619-4935, Attention: Gary Stellato, with a copy to Orrick, Herrington & Sutcliffe LLP, Attention: Janet Barbiere (or such other number as the Depositor may instruct) and/or by email to notices@ccre.com, with a copy to jbarbiere@orrick.com (or such other email address as the Depositor may instruct) and (ii) to the Certificate Administrator under this Article X shall be properly given if sent by email to ratingagencynotice@citi.com (or such other email address as the Certificate Administrator may instruct).

 

(c)        For the avoidance of doubt:

 

(i)       Neither Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,” as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, during any grace period provided for in this Article X, provided, that if any 


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such party fails to comply with the delivery requirements of this Article X by the expiration of any applicable grace period such failure shall constitute a Servicer Termination Event with respect to such party; and

 


(ii)         Neither Master Servicer nor the Special Servicer shall be subject to a Servicer Termination Event, as applicable, pursuant to the last clause of the definition of “Master Servicer Termination Event” or “Special Servicer Termination Event,” as applicable, nor shall any such party be deemed to not be in compliance under this Agreement, for failing to deliver any item required under this Article X by the time required hereunder with respect to any reporting period for which the Trust is not required to file Exchange Act reports.

 

(d)        If the Certificate Administrator or the Depositor does not receive the Annual Assessment Report and/or the Annual Attestation Report with respect to any Servicing Function Participant, or with respect to any Servicing Function Participant retained or engaged by a party hereto that is actually known by a Responsible Officer of the Certificate Administrator or the Depositor, as the case may be, by March 1st of any year during which an Annual Report on Form 10-K is required to be filed with the Commission with respect to the Trust, then the Certificate Administrator shall, and the Depositor may, forward a Servicer Notice to such Servicing Function Participant or the party hereto that retained or engaged such Sub-Servicing Function Participant, as the case may be, with a copy of such Servicer Notice to the Depositor (if the Certificate Administrator is sending the Servicer Notice) or the Certificate Administrator (if the Depositor is sending the Servicer Notice), as applicable, within two (2) Business Days of such failure. For the purposes of this Article X and Section 7.01 of this Agreement, a “Servicer Notice” shall constitute either any writing forwarded to such party or, in the case of the Master Servicer and the Special Servicer, notwithstanding the provisions of Section 12.05, e-mail notice or fax notice which, in the case of an email transmission, shall be forwarded to all of the following e-mail addresses for the applicable party: in the case of the Master Servicer and the Special Servicer, to the applicable email address as provided in writing by the Master Servicer or the Special Servicer, as applicable, upon request, or such other e-mail addresses as are provided in writing by the Master Servicer or the Special Servicer, as applicable, to the Certificate Administrator and the Depositor (but any party to this Agreement (or someone acting on their behalf) shall only be required to forward any such notice to be delivered to the Master Servicer to no more than three e-mail addresses in the aggregate in order to fulfill its notification requirements as set forth in the preceding sentence and/or under the provisions of Section 7.01. Notwithstanding anything herein to the contrary, the forwarding of a Servicer Notice shall not relieve any Master Servicer or the Special Servicer of any liability under Section 7.01(a)(x) or Section 7.01(b)(x), respectively, for the failure of any Servicing Function Participant or Sub-Servicing Entity to deliver any Exchange Act reporting items pursuant to this Article X.

 

Section 10.17    Termination of the Certificate Administrator. Notwithstanding anything to the contrary contained in this Agreement, the Depositor may direct the Trustee to, and the Trustee shall upon such direction, terminate the Certificate Administrator upon five Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective until a successor certificate administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated if it cannot perform its obligations due to its failure to properly prepare or file on a


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timely basis any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, (c) the Certificate Administrator may not be terminated if, following the Certificate Administrator’s failure to comply with any of such obligations under Section 10.06, Section 10.07, Section 10.09, Section 10.11, Section 10.12 or Section 10.13 on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.17 and (d) the Certificate Administrator may not be terminated if the Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file the related Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 10.17 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.

 

ARTICLE XI

 

THE ASSET REPRESENTATIONS REVIEWER

 

Section 11.01    Asset Review. (a) On or prior to each Distribution Date, based either on the CREFC® Delinquent Loan Status Report or the Periodic Loan File, the Certificate Administrator shall determine if an Asset Review Trigger has occurred. If an Asset Review Trigger is determined to have occurred, the Certificate Administrator shall promptly provide notice to all Pooled Certificateholders and each other party to this Agreement. Any notice required to be delivered to the Pooled Certificateholders pursuant to this Article XI shall be delivered by the Certificate Administrator by posting such notice on the Certificate Administrator’s Website, by mailing such notice to the Pooled Certificateholder’s addresses appearing in the Certificate Register in the case of Individual Certificates and by delivering such notice via the Depository in the case of Book-Entry Certificates. The Certificate Administrator shall include in the Form 10-D relating to the reporting period in which the Asset Review Trigger occurred the following statement describing the events that caused the Asset Review Trigger to occur: “As of the Distribution Date, the following mortgage loans identified below (such identification to include the Loan Number, the Mortgage Loan name and the current principal balance) are 60 or more days delinquent and an Asset Review Trigger as defined in the Pooling and Servicing Agreement has occurred.” On each Distribution Date occurring after providing such notice to Pooled Certificateholders, the Certificate Administrator, based on information provided to it by the Master Servicer or the Special Servicer, as the case may be, shall determine whether (1) any additional Mortgage Loan has become a Delinquent Loan, (2) any Mortgage Loan has ceased to be a Delinquent Loan and (3) an Asset Review Trigger has ceased to exist, and, if there is an occurrence of any of the events or circumstances identified in clauses (1), (2) or (3), deliver such information in a written notice (which may be via email) substantially in the form attached hereto as Exhibit LL within 2 Business Days to the Master Servicer, the Special Servicer, the Operating Advisor and the Asset Representations Reviewer.


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If Pooled Certificateholders evidencing not less than 5% of the Pooled Voting Rights of the Certificates deliver to the Certificate Administrator, within 90 days after the filing of the Form 10-D reporting the occurrence of an Asset Review Trigger, a written direction requesting a vote to commence an Asset Review (such written direction, the “Asset Review Vote Election”), then upon receipt of the Asset Review Vote Election, the Certificate Administrator shall promptly provide written notice thereof to the Asset Representations Reviewer and all Pooled Certificateholders and to conduct a solicitation of votes to authorize an Asset Review. Upon the affirmative vote to authorize an Asset Review by Holders of Pooled Certificates evidencing at least a majority of an Asset Review Quorum within 150 days of receipt of the Asset Review Vote Election (an “Affirmative Asset Review Vote”), the Certificate Administrator shall promptly provide written notice as provided in Section 12.05 thereof to all parties to this Agreement, the Underwriters, the Mortgage Loan Sellers, the Controlling Class Representative, the Risk Retention Consultation Party and the other Pooled Certificateholders (the “Asset Review Notice”). In the event an Affirmative Asset Review Vote has not occurred within such 150-day period following the receipt of the Asset Review Vote Election, no Pooled Certificateholder may request a vote or cast a vote for an Asset Review and the Asset Representations Reviewer will not be required to review any Delinquent Loan unless and until (A) an additional Mortgage Loan has become a Delinquent Loan after the expiration of such 150-day period, (B) a new additional Asset Review Trigger has occurred as a result or an Asset Review Trigger is otherwise is in effect, (C) the Certificate Administrator has timely received any Asset Review Vote Election after the occurrence of the events described in clauses (A) and (B) in this sentence and (D) an Affirmative Asset Review Vote has occurred within 150 days after the Asset Review Vote Election described in clause (C) in this sentence. After the occurrence of any Asset Review Vote Election or an Affirmative Asset Review Vote, no Pooled Certificateholder may make any additional Asset Review Vote Election except as described in the immediately preceding sentence. Any reasonable out-of-pocket expenses incurred by the Certificate Administrator in connection with administering such vote will be paid as an expense of the Trust from the Collection Account. The Certificate Administrator shall be entitled to administer any vote in connection with the foregoing through an agent.

 

(b)        (i)         Upon receipt of such notice of an Asset Review Notice, the Custodian (with respect to clauses (1) – (5) below for all Mortgage Loans), the Master Servicer (with respect to clauses (6) and (7) below for Performing Loans) and the Special Servicer (with respect to clauses (6) and (7) for Specially Serviced Loans), in each case to the extent in such party’s possession, will be required to promptly, but in no event later than 10 Business Days (except with respect to clause (7)) after receipt of such notice from the Certificate Administrator, provide or make available the following materials to the Asset Representations Reviewer (collectively, with the Diligence Files, a copy of the Prospectus, a copy of each related Mortgage Loan Purchase Agreement and a copy of this Agreement, the “Review Materials”):

 

(1)        a copy of an assignment of the Mortgage in favor of the Trustee, with evidence of recording thereon, for each Delinquent Loan that is subject to an Asset Review;

 


(2)        a copy of an assignment of any related assignment of leases (if such item is a document separate from the Mortgage) in favor of the Trustee, with evidence of recording thereon, related to each Delinquent Loan that is subject to an Asset Review;


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(3)        a copy of the assignment of all unrecorded documents relating to each Delinquent Loan that is subject to an Asset Review, if not already covered pursuant to items (1) or (2) above;

 

(4)        a copy of all filed copies (bearing evidence of filing) or evidence of filing of any UCC financing statements related to each Delinquent Loan that is subject to an Asset Review;

 

(5)        a copy of an assignment in favor of the Trustee of any financing statement executed and filed in the relevant jurisdiction related to each Delinquent Loan that is subject to an Asset Review;

 

(6)        a copy of any notice previously delivered by the Master Servicer or the Special Servicer, as applicable, of any alleged defect or breach with respect to any Delinquent Loan; and

 

(7)        any other related documents that are reasonably requested by the Asset Representations Reviewer to be delivered by the Master Servicer or the Special Servicer, as applicable, in the time frames and as otherwise described below.

 

(ii)         In the event that, as part of an Asset Review of such Mortgage Loan, the Asset Representations Reviewer determines that the Review Materials provided to it with respect to any Mortgage Loan are missing any document delivered in connection with the origination of the related Mortgage Loan that are necessary to review and assess one or more documents comprising the Diligence File in connection with its completion of any Test, the Asset Representations Reviewer shall promptly, but in no event later than 10 Business Days after receipt of the Review Materials, notify the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans), as applicable, of such missing documents, and request that the Master Servicer or the Special Servicer, as applicable, promptly, but in no event later than 10 Business Days after receipt of such notification from the Asset Representations Reviewer, deliver to the Asset Representations Reviewer such missing documents to the extent in its possession provided that any such notification and/or request shall be in writing, specifically identify the documents being requested and sent to the notice address for the related party set forth in Section 12.05 of this Agreement. In the event any missing documents or information are not provided by the Master Servicer or Special Servicer, as applicable, within such 10 Business Day period, the Asset Representations Reviewer will request such documents from the related Mortgage Loan Seller. The Mortgage Loan Seller will be required under the related Mortgage Loan Purchase Agreement to deliver such additional documents only to the extent in the possession of such party; provided that no information that is proprietary to the related originator or Mortgage Loan Seller or any draft documents or privileged or internal communications must be provided.

 


(iii)        The Asset Representations Reviewer may, but is under no obligation to, consider and rely upon information furnished to it by a Person that is not a party to this Agreement or the related Mortgage Loan Seller, and shall do so only if such information 


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can be independently verified (without unreasonable effort or expense to the asset representations reviewer) and is determined by the Asset Representations Reviewer in its good faith and sole discretion to be relevant to the Asset Review (any such information, “Unsolicited Information”) conducted pursuant to this Section 11.01 hereof.

 

(iv)        Upon receipt by the Asset Representations Reviewer of the Asset Review Notice and access to the Diligence File posted to the Secure Data Room with respect to a Delinquent Loan, the Asset Representations Reviewer, as an independent contractor, shall commence a review of the compliance of each Delinquent Loan with the representations and warranties related to that Delinquent Loan in accordance with the Asset Review Standard and the procedures set forth on Exhibit JJ hereto (such review, the “Asset Review”). The Asset Representations Reviewer shall perform an Asset Review with respect to each representation and warranty made by the Mortgage Loan Seller with respect to such Delinquent Loan in accordance with the procedures set forth on Exhibit JJ (each such procedure, a “Test”). Once an Asset Review of a Mortgage Loan is completed, no further Asset Review shall be required in respect of, or performed on, such Mortgage Loan notwithstanding that such Mortgage Loan may continue to be a Delinquent Loan or again become a Delinquent Loan at a time when a new Asset Review Trigger occurs and a new Affirmative Asset Review Vote is obtained subsequent to the occurrence of such new Asset Review Trigger.

 

(v)        No Certificateholder shall have the right to change the scope of the Asset Review, and the Asset Representations Reviewer shall not be required to review any information other than (1) the Review Materials and (2) if applicable, Unsolicited Information.

 

(vi)      The Asset Representations Reviewer may, absent manifest error and subject to the Asset Review Standard, (i) assume, without independent investigation or verification, that the Review Materials are accurate and complete in all material respects and (ii) conclusively rely on such Review Materials.

 


(vii)       The Asset Representations Reviewer shall prepare a preliminary report with respect to each Delinquent Loan within 40 Business Days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator unless the Asset Representations Reviewer determines that there is no Test failure with respect to the related Delinquent Loan, in which case no preliminary report will be required. In the event that the Asset Representations Reviewer determines that the Review Materials are insufficient to complete a Test and such missing documentation is not delivered to the Asset Representations Reviewer by the Master Servicer (with respect to Performing Loans) or the Special Servicer (with respect to Specially Serviced Loans) to the extent in the possession of the Master Servicer or the Special Servicer, as applicable, or by the related Mortgage Loan Seller within 10 Business Days following that request by the Asset Representations Reviewer, the Asset Representations Reviewer shall list such missing documents in such preliminary report setting forth the preliminary results of the application of the Tests and the reasons why such missing documents are necessary to complete a Test and (if the Asset Representations Reviewer has so concluded) that the absence of such information and documents shall be deemed to be a failure of such Test. 


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The Asset Representations Reviewer shall provide such preliminary report to the Master Servicer or the Special Servicer, as applicable, and the related Mortgage Loan Seller. If the preliminary report indicates that any of the representations and warranties fails or is deemed to fail any Test, the related Mortgage Loan Seller shall have 90 days (the “Cure/Contest Period”) to remedy or otherwise refute the failure. Any documents provided or explanations given to support the Mortgage Loan Seller’s claim that the representation and warranty has not failed a Test or that any missing documents in the Review Materials are not required to complete a Test shall be promptly delivered by the related Mortgage Loan Seller to the Asset Representations Reviewer. For avoidance of doubt, the Asset Representations Reviewer shall not be required to prepare a preliminary report in the event the Asset Representations Reviewer determines that there is no Test failure with respect to the related Mortgage Loan.

 

(viii)      The Asset Representations Reviewer shall, within the 60 days after the date on which access to the Secure Data Room is provided to the Asset Representations Reviewer by the Certificate Administrator or within 10 days after the expiration of the Cure/Contest Period (whichever is later), complete an Asset Review with respect to each Delinquent Loan and deliver (i) an Asset Review Report setting forth the Asset Representations Reviewer’s findings and conclusions as to whether or not it has determined there is any evidence of a failure of any Test based on the Asset Review and a statement that the Asset Representations Reviewer’s findings and conclusions set forth in such report were not influenced by any third party to each party to this Agreement and the related Mortgage Loan Seller for each Delinquent Loan, and (ii) a summary of the Asset Representations Reviewer’s conclusions included in such Asset Review Report (an “Asset Review Report Summary”) to the Trustee and the Certificate Administrator. The period of time by which the Asset Review Report must be completed and delivered may be extended by up to an additional 30 days, upon written notice to the parties to this Agreement and the applicable Mortgage Loan Seller, if the Asset Representations Reviewer determines pursuant to the Asset Review Standard that such additional time is required due to the characteristics of the Mortgage Loan and/or the Mortgaged Property or Mortgaged Properties. In no event shall the Asset Representations Reviewer be required to determine whether any Test failure constitutes a Material Defect, or whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller, which, in each case, shall be a responsibility of the Enforcing Servicer pursuant to Section 2.04(g) of this Agreement.

 


(ix)        In addition, in the event that the Asset Representations Reviewer does not receive any documentation that it requested from the Master Servicer (with respect to Performing Loans), the Special Servicer (with respect to Specially Serviced Loans) or the related Mortgage Loan Seller in sufficient time to allow the Asset Representations Reviewer to complete its Asset Review and deliver an Asset Review Report (as such date may have been extended), the Asset Representations Reviewer shall prepare the Asset Review Report solely based on the documentation received by the Asset Representations Reviewer with respect to the related Delinquent Loan, and the Asset Representations Reviewer shall have no responsibility to independently obtain any such documentation from any party to this Agreement or otherwise.


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(x)       
Within 45 days after receipt of an Asset Review Report with respect to any Serviced Mortgage Loan, the Special Servicer shall
determine whether at that time, based on the Servicing Standard, there exists a Material Breach with respect to such Serviced
Mortgage Loan. If the Special Servicer determines that a Material Breach exists, the Special Servicer, in its capacity as the
Enforcing Servicer, shall enforce the obligations of the related Mortgage Loan Seller with respect to such Material Breach in
accordance with Section 2.04(d).

 

(c)       
The Asset Representations Reviewer and its affiliates shall keep confidential any information appropriately labeled as “Privileged
Information” received from any party to this Agreement or any Mortgage Loan Seller (including, without limitation, in connection
with the review of the Mortgage Loans) and shall not disclose such Privileged Information to any Person (including Certificateholders),
other than (1) to the extent expressly required by this Agreement in an Asset Review Report or otherwise, to the other parties
to this Agreement with a notice indicating that such information is Privileged Information or (2) pursuant to a Privileged Information
Exception. Each party to this Agreement that receives Privileged Information from the Asset Representations Reviewer with a notice
stating that such information is Privileged Information shall not disclose such Privileged Information to any Person without the
prior written consent of the Special Servicer other than pursuant to a Privileged Information Exception. In addition, the Asset
Representations Reviewer shall keep all documents and information received by the Asset Representations Reviewer in connection
with an Asset Review that are provided by the applicable Mortgage Loan Seller, the Master Servicer or the Special Servicer confidential
and shall not disclose such documents or information except for purposes of complying with its duties and obligations under this
Agreement.

 

(d)       
The Asset Representations Reviewer may delegate its duties to agents or subcontractors so long as the related agreements or arrangements
with such agents or subcontractors are consistent with the provisions of this Section 11.01;
provided that no agent or subcontractor may (1) be affiliated with any Mortgage Loan Seller, the Master Servicer, the Special
Servicer, the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative, the Directing Holder
or any of their respective Affiliates or (ii) have been paid any fees, compensation or other remuneration by an Underwriter, the
Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Trustee, the Controlling Class Representative,
the Directing Holder or any of their respective Affiliates in connection with due diligence or other services with respect to
any Mortgage Loan prior to the Closing Date. Notwithstanding the foregoing sentence, the Asset Representations Reviewer shall
remain obligated and primarily liable for any Asset Review required hereunder in accordance with the provisions of this Agreement
without diminution of such obligation or liability or related obligation or liability by virtue of such delegation or arrangements
or by virtue of indemnification from any Person acting as its agents or subcontractor to the same extent and under the same terms
and conditions as if the Asset Representations Reviewer alone were performing its obligations under this Agreement. The Asset
Representations Reviewer shall be entitled to enter into an agreement with any agent or subcontractor providing for indemnification
of the Asset Representations Reviewer by such agent or subcontractor, and nothing contained in this Agreement shall be deemed
to limit or modify such indemnification.

 


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(e)       
The Asset Representations Reviewer may assign its rights and obligations under this Agreement in connection with the sale or transfer
of all or substantially all of their Asset Representations Reviewer portfolio, provided that: (i) the purchaser or transferee
accepting such assignment and delegation (A) is an established Eligible Asset Representations Reviewer, organized and doing business
under the laws of the United States of America, any state of the United States of America or the District of Columbia, authorized
under such laws to perform the duties of the asset representations reviewer resulting from a merger, consolidation or succession
that is permitted under this Agreement, (B) executes and delivers to the Trustee and the Certificate Administrator an agreement
that contains an assumption by such person of the due and punctual performance and observance of each covenant and condition to
be performed or observed by the asset representations reviewer under this Agreement from and after the date of such agreement
and (C) is not be a prohibited party under this Agreement; (ii) the Asset Representations Reviewer shall not be released from
its obligations under this Agreement that arose prior to the effective date of such assignment and delegation; (iii) the rate
at which the Asset Representations Reviewer Fee or the Asset Representations Reviewer Asset Review Fee (or any component thereof)
is calculated shall not exceed the rate then in effect and (iv) the resigning Asset Representations Reviewer shall be responsible
for the reasonable costs and expenses of each other party to this Agreement and the Rating Agencies in connection with such transfer.
Upon acceptance of such assignment and delegation, the purchaser or transferee shall provide notice to each party to this Agreement
and then will be the successor asset representations reviewer hereunder.

 

Section
11.02    Payment of Asset Representations Reviewer Fees and Expenses; Limitation of Liability. (a) As compensation
for the performance of its routine duties, the Asset Representations Reviewer shall be paid the Asset Representations Reviewer
Fee, payable monthly from amounts received in respect of the Mortgage Loans and shall be equal to the product of the Asset Representations
Reviewer Fee Rate and the Stated Principal Balance of the Mortgage Loans and any REO Loans (including any Non-Serviced Mortgage
Loan, but not any Companion Loan) and shall be calculated in the same manner as interest is calculated on such Mortgage Loans.

 

(b)       
As compensation for the performance of its duties hereunder, upon the completion of any Asset Review with respect to a Delinquent
Loan, the Asset Representations Reviewer shall be entitled to a fee that is a reasonable and customary hourly fee charged by the
Asset Representations Reviewer or any successor asset representations reviewer for similar consulting assignments and any related
costs and expenses; provided that the total payment to the asset representations reviewer will not be greater than the
Asset Representations Reviewer Cap (the “Asset Representations Reviewer Asset Review Fee”). The Asset Representations
Reviewer will be required to provide to the Certificate Administrator and the Master Servicer an officer’s certificate
setting forth the Asset Representations Reviewer Asset Review Fee for the related Collection Period, provided that the
Asset Representations Reviewer will not be required to deliver an officer’s certificate for any Collection Period in which
no Asset Representations Reviewer Asset Review Fee is charged.

 

With
respect to an individual Asset Review Trigger and the Mortgage Loans that are Delinquent Loans and are subject to an Asset Review
(the “Subject Loans”), the “Asset Representations Reviewer Cap” will equal the sum of: (i)
$16,000 multiplied by the number of Subject Loans, plus (ii) $1,600 per Mortgaged Property relating to the Subject Loans in excess
of one Mortgaged Property per Subject Loan, plus (iii) $2,100 per Mortgaged Property relating to a 

 


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Subject
Loan subject to a ground lease, plus (iv) $1,100 per Mortgaged Property relating to a Subject Loan subject to a franchise agreement,
hotel management agreement or hotel license agreement, subject, in the case of each of clauses (i) through (iv),
to adjustments on the basis of the year-end Consumer Price Index for All Urban Consumers, or other similar index if the Consumer
Price Index for All Urban Consumers is no longer calculated, for the year of the Closing Date and for the year of the occurrence
of the Asset Review.

 

(c)       
The related Mortgage Loan Seller with respect to each Delinquent Loan that is subject to an Asset Review shall pay the portion
of the Asset Representations Reviewer Asset Review Fee attributable to the Delinquent Loan contributed by it, as allocated on
the basis of the hourly charges and costs and expenses incurred with respect to its related Delinquent Loans; provided,
however, that;

 

(i)        
if the total charge for the Asset Representations Reviewer on an hourly fee plus costs and expenses basis would exceed the Asset
Representations Reviewer Cap, each Mortgage Loan Seller’s required payment shall be reduced pro rata according to
its proportion of the total charges until the aggregate amount owed by all Mortgage Loan Sellers is equal to the Asset Representations
Reviewer Cap;

 

(ii)        
if the related Mortgage Loan Seller is insolvent, such fee shall be paid by the Trust following delivery by the Asset Representations
Reviewer of evidence reasonably satisfactory to the Master Servicer or the Special Servicer, as applicable, of such insolvency;
and

 

(iii)       
that notwithstanding any payment of such fee by the Trust to the Asset Representations Reviewer, such fee shall remain an obligation
of the related Mortgage Loan Seller and the Master Servicer or the Special Servicer, as applicable, shall pursue remedies against
such Mortgage Loan Seller in accordance with the Servicing Standard in order to seek recovery of such amounts from such Mortgage
Loan Seller or its insolvency estate.

 

Notwithstanding
the foregoing, to the extent not previously paid by the related Mortgage Loan Seller, the Asset Representations Reviewer Asset
Review Fee with respect to a Delinquent Loan shall be included in the Purchase Price for any Mortgage Loan that was the subject
of a completed Asset Review and that is repurchased or substituted by the related Mortgage Loan Seller, and such portion of the
Purchase Price received shall be used to reimburse the Asset Representations Reviewer or the Trust, as the case may be, for such
fees pursuant to Section 11.02(b).

 

(d)       
The Asset Representations Reviewer shall be liable in accordance herewith only to the extent of the obligations specifically imposed
by this Agreement.

 

Section
11.03    Resignation of the Asset Representations Reviewer. (a) The Asset Representations Reviewer may resign
and be discharged from its obligations hereunder by giving written notice thereof to the other parties to this Agreement and the
17g-5 Information Provider. Upon such notice of resignation, the Depositor shall promptly appoint a successor asset representations
reviewer that is an Eligible Asset Representations Reviewer. If no successor asset representations reviewer shall have been so
appointed and have accepted appointment within

 


    - 498 -


     


    
 

30
days after the giving of such notice of resignation, the resigning Asset Representations Reviewer may petition any court of competent
jurisdiction for the appointment of a successor Asset Representations Reviewer that is an Eligible Asset Representations Reviewer.
The Asset Representations Reviewer will bear all reasonable costs and expenses of each other party hereto and each Rating Agency
in connection with its resignation.

 

(b)       
The Asset Representations Reviewer shall have the right to resign without cost or expense upon the occurrence of the Early Termination
Notice Date. The Asset Representations Reviewer shall provide all of the parties to this Agreement and the Controlling Class Representative
30 days prior written notice of any such resignation pursuant to this Section 11.03(b).
If the Asset Representations Reviewer resigns pursuant to this Section 11.03(b), then
no replacement Asset Representations Reviewer shall be appointed. The resigning Asset Representations Reviewer shall be entitled,
and subject, to any rights and obligations that accrued under this Agreement prior to the date of any such resignation (including
accrued and unpaid compensation) and any indemnification rights arising out of events occurring prior to such resignation.

 

Section
11.04    Restrictions of the Asset Representations Reviewer. Neither the Asset Representations Reviewer
nor any of its Affiliates shall make any investment in any Class of Certificates; provided, however, that such prohibition
shall not apply to (i) riskless principal transactions effected by a broker dealer Affiliate of the Asset Representations Reviewer
or (ii) investments by an Affiliate of the Asset Representations Reviewer if the Asset Representations Reviewer and such Affiliate
maintain policies and procedures that (A) segregate personnel involved in the activities of the Asset Representations Reviewer
under this Agreement from personnel involved in such Affiliate’s investment activities and (B) prevent such Affiliate and
its personnel from gaining access to information regarding the Trust and the Asset Representations Reviewer and its personnel
from gaining access to such Affiliate’s information regarding its investment activities.

 

Section
11.05    Termination of the Asset Representations Reviewer. (a) An “Asset Representations Reviewer
Termination Event” means any one of the following events whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative
or governmental body:

 

(i)        
any failure by the Asset Representations Reviewer to observe or perform in any material respect any of its covenants or agreements
or the material breach of its representations or warranties under this Agreement, which failure shall continue unremedied for
a period of 30 days after the date on which written notice of such failure, requiring the same to be remedied, shall have been
given to the Asset Representations Reviewer by any party hereto or to the Asset Representations Reviewer and the Trustee by the
Holders of Pooled Certificates having greater than 25% of the aggregate Pooled Voting Rights of all then outstanding Pooled Certificates;
provided that if such failure is capable of being cured and the Asset Representations Reviewer is diligently pursuing such
cure, such 30 day period will be extended by an additional 30 days;

 


    - 499 -


     


    
 

(ii)        
any failure by the Asset Representations Reviewer to perform its obligations hereunder in accordance with the Asset Review Standard
in any material respect, which failure shall continue unremedied for a period of thirty (30) days after the date written notice
of such failure, requiring the same to be remedied, is given to the Asset Representations Reviewer by any party to this Agreement;

 

(iii)       
any failure by the Asset Representations Reviewer to be an Eligible Asset Representations Reviewer, which failure shall continue
unremedied for a period of 30 days after the date written notice of such failure, requiring the same to be remedied, is given
to the Asset Representations Reviewer by any party to this Agreement;

 

(iv)       
a decree or order of a court or agency or supervisory authority having jurisdiction in the premises in an involuntary case under
any present or future federal or state bankruptcy, insolvency or similar law for the appointment of a conservator or receiver
or liquidator in any insolvency, readjustment of debt, marshaling of assets and liabilities or similar proceedings, or for the
winding-up or liquidation of its affairs, shall have been entered against the Asset Representations Reviewer, and such decree
or order shall have remained in force undischarged or unstayed for a period of 60 days;

 

(v)       
the Asset Representations Reviewer shall consent to the appointment of a conservator or receiver or liquidator or liquidation
committee in any insolvency, readjustment of debt, marshaling of assets and liabilities, voluntary liquidation, or similar proceedings
of or relating to the Asset Representations Reviewer or of or relating to all or substantially all of its property; or

 

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

 

Upon
receipt by the Certificate Administrator (which shall be simultaneously delivered to the Asset Representations Reviewer) of written
notice of the occurrence of any Asset Representations Reviewer Termination Event, the Certificate Administrator shall promptly
provide written notice to all Pooled Certificateholders in accordance with the notice distribution procedures described in Section
11.01(a), unless the Certificate Administrator has received written notice that such Asset Representations Reviewer
Termination Event has been remedied. If an Asset Representations Reviewer Termination Event shall occur then, and in each and
every such case, so long as such Asset Representations Reviewer Termination Event shall not have been remedied, then either the
Trustee (i) may or (ii) upon the written direction of Holders of Pooled Certificates evidencing not less than 25% of the Pooled
Voting Rights (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate all of the rights
and obligations of the Asset Representations Reviewer under this Agreement, other than rights and obligations accrued prior to
such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other than indemnification
rights (arising out of events occurring prior to such termination), by notice in writing to the Asset Representations Reviewer.
The Asset Representations Reviewer is required to bear all costs and expenses of itself and of each other party to this Agreement
in connection with its termination due to an Asset Representations

 


    - 500 -


     


    
 

Reviewer
Termination Event. Notwithstanding anything herein to the contrary, the Depositor and each Mortgage Loan Seller shall have the
right, but not the obligation, to notify the Certificate Administrator and the Trustee of any Asset Representations Reviewer Termination
Event of which it becomes aware.

 

(b)       
Upon (i) the written direction of holders of Pooled Certificates evidencing not less than 25% of the Pooled Voting Rights (without
regard to the application of any Appraisal Reduction Amounts) requesting a vote to terminate and replace the Asset Representations
Reviewer with a proposed successor asset representations reviewer that is an Eligible Asset Representations Reviewer and (ii)
payment by such Holders to the Certificate Administrator of the reasonable fees and expenses to be incurred by the Certificate
Administrator in connection with administering such vote, the Certificate Administrator shall promptly provide written notice
thereof to the Asset Representations Reviewer and to all Pooled Certificateholders by (i) posting such notice on its internet
website, and (ii) mailing such notice to all Certificateholders at their addresses appearing in the Certificate Register and to
the Asset Representations Reviewer. Upon the written direction of holders of Pooled Certificates evidencing more than 75% of a
Pooled Certificateholder Quorum (without regard to the application of any Appraisal Reduction Amounts), the Trustee shall terminate
all of the rights and obligations of the Asset Representations Reviewer under this Agreement (other than any rights or obligations
that accrued prior to the date of such termination and other than indemnification rights arising out of events occurring prior
to such termination) by notice in writing to the Asset Representations Reviewer and appoint the proposed successor. As between
the Asset Representations Reviewer, on the one hand, and the Certificateholders, on the other, the Certificateholders shall be
entitled in their sole discretion to vote for the termination or not vote for the termination of the Asset Representations Reviewer.
In the event that holders of the Certificates entitled to at least 75% of a Pooled Certificateholder Quorum elect to remove the
Asset Representations Reviewer without cause and appoint a successor, the successor asset representations reviewer will be responsible
for all expenses necessary to effect the transfer of responsibilities from its predecessor.

 

(c)       
The Asset Representations Reviewer shall at all times be an Eligible Asset Representations Reviewer and if the Asset Representations
Reviewer ceases to be an Eligible Asset Representations Reviewer, the Asset Representations Reviewer shall immediately resign
under Section 11.03 of this Agreement and the Trustee shall upon the written direction
of Holders of Pooled Certificates evidencing not less than 25% of the Pooled Voting Rights of each Class of Pooled Regular Certificates
of each Class of Pooled Certificates appoint a replacement Asset Representations Reviewer that is an Eligible Asset Representations
Reviewer subject to and in accordance with this Section 11.05. The Trustee may rely on
a certification by the replacement asset representations advisor that it is an Eligible Asset Representations Reviewer. Notwithstanding
the foregoing, if the Trustee is unable to find a successor Asset Representations Reviewer within 30 days of the termination of
the Asset Representations Reviewer, the Depositor shall be permitted to find a replacement. The Trustee shall not be liable for
any failure to identify and appoint a successor asset representations reviewer so long as the Trustee uses commercially reasonable
efforts to conduct a search for a successor asset representations reviewer and such failure is not a result of the Trustee’s
negligence, bad faith or willful misconduct in the performance of its obligations hereunder.

 

 


    - 501 -


     


    
 

On
or after the receipt by the Asset Representations Reviewer of written notice of termination, subject to this Section
11.05, all of its authority and power under this Agreement shall be terminated and, without limitation, the terminated
Asset Representations Reviewer shall execute any and all documents and other instruments, and do or accomplish all other acts
or things reasonably necessary or appropriate to effect the purposes of such notice of termination. As soon as practicable, but
in no event later than 30 days after the Trustee delivers such written notice of termination to the Asset Representations Reviewer,
the Trustee shall upon the written direction of Holders of Certificates evidencing not less than 25% of the Pooled Voting Rights
of each Class of Pooled Regular Certificates of each Class of Pooled Certificates appoint a successor asset representations reviewer
that is an Eligible Asset Representations Reviewer. The Trustee shall provide written notice of the appointment of an Asset Representations
Reviewer to the Master Servicer, the Special Servicer, the Operating Advisor, the Certificate Administrator, the Controlling Class
Representative and each Certificateholder within one Business Day of such appointment.

 

(d)       
Upon any termination of the Asset Representations Reviewer and appointment of a successor to the Asset Representations Reviewer,
the Trustee shall, as soon as possible, give written notice thereof to the Special Servicer, the Master Servicer, the Certificate
Administrator (who shall, as soon as possible, give written notice thereof to the Pooled Certificateholders), the Operating Advisor,
the Mortgage Loan Sellers, the Depositor and, prior to the occurrence and continuance of a Consultation Termination Event, the
Controlling Class Representative and each Rating Agency. In the event that the Asset Representations Reviewer is terminated, all
of its rights and obligations under this Agreement shall terminate, other than any rights or obligations that accrued prior to
the date of such termination (including the right to receive all amounts accrued and owing to it under this Agreement) and other
than indemnification rights (arising out of events occurring prior to such termination).

 

ARTICLE
XII 

 

MISCELLANEOUS
PROVISIONS



Section
12.01    Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each
of which counterparts shall be deemed to be an original, and such counterparts shall constitute but one and the same instrument.
Delivery of an executed counterpart of a signature page of this Agreement in Portable Document Format (PDF), any other electronic
format or by facsimile transmission shall be as effective as delivery of a manually executed original counterpart of this Agreement.

 

Section
12.02    Limitation on Rights of Certificateholders. The death or incapacity of any Certificateholder shall
not operate to terminate this Agreement or the Trust Fund, or entitle such Certificateholder’s legal representatives or
heirs to claim an accounting or to take any action or proceeding in any court for a partition or winding up of the Trust Fund,
or otherwise affect the rights, obligations and liabilities of the parties hereto or any of them.

 

No
Certificateholder shall have any right to vote (except as expressly provided for herein) or in any manner otherwise control the
operation and management of the Trust Fund, or the obligations of the parties hereto, and nothing herein set forth, or contained
in the terms of the

 


    - 502 -


     


    
 

Certificates,
shall be construed so as to constitute the Certificateholders from time to time as partners or members of an association; and
no Certificateholder shall be under any liability to any third person by reason of any action taken by the parties to this Agreement
pursuant to any provision hereof.

 

Other
than with respect to any rights to deliver a Certificateholder Repurchase Request and exercise the rights described under Section
2.04(k), no Certificateholder shall have any right by virtue of any provision of this Agreement to institute any suit,
action or proceeding in equity or at law upon or under or with respect to this Agreement, any Co-Lender Agreement, any Mortgage
Loan, or with respect to the Certificates, unless, with respect to any suit, action or proceeding upon or under or with respect
to this Agreement, such Holder previously shall have given to the Trustee and the Certificate Administrator a written notice of
default, and of the continuance thereof, as herein before provided, or of the need to institute such suit, action or proceeding
on behalf of the Trust and unless also (except in the case of a default by the Trustee) the Holders of Certificates of any Class
evidencing not less than 25% of the related Percentage Interests in such Class shall have made written request upon the Trustee
to institute such action, suit or proceeding in its own name as Trustee hereunder and shall have offered to the Trustee such indemnity
reasonably satisfactory to it as it may require against the costs, expenses and liabilities to be incurred therein or thereby,
and the Trustee, for 60 days after its receipt of such notice, request and offer of such indemnity, shall have neglected or refused
to institute any such action, suit or proceeding. The Trustee shall be under no obligation to exercise any of the trusts or powers
vested in it hereunder or to institute, conduct or defend any litigation hereunder or in relation hereto at the request, order
or direction of any of the Holders of Certificates unless such Holders have offered to the Trustee indemnity reasonably satisfactory
to it against the costs, expenses and liabilities which may be incurred therein or hereby. It is understood and intended, and
expressly covenanted by each Certificateholder with every other Certificateholder and the Trustee, that no one or more Holders
of Certificates shall have any right in any manner whatsoever by virtue of any provision of this Agreement or the Certificates
to affect, disturb or prejudice the rights of the Holders of any other of such Certificates, or to obtain or seek to obtain priority
over or preference to any other such Holder, which priority or preference is not otherwise provided for herein, or to enforce
any right under this Agreement or the Certificates, except in the manner herein or therein provided and for the equal, ratable
and common benefit of all Certificateholders. For the protection and enforcement of the provisions of this Section
12.02, each and every Certificateholder and the Trustee shall be entitled to such relief as can be given either at
law or in equity.

 

No
Certificateholder shall be a “Party in Interest” as described under 11 U.S.C. Section 1109(b) solely by virtue of
its ownership of a Certificate.

 

Section
12.03    Governing Law. THIS AGREEMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO
THIS AGREEMENT, THE RELATIONSHIP OF THE PARTIES TO THIS AGREEMENT, AND/OR THE INTERPRETATION AND ENFORCEMENT OF THE RIGHTS AND
DUTIES OF THE PARTIES TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS
OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CHOICE OF LAW RULES THEREOF. THE PARTIES HERETO INTEND THAT THE PROVISIONS OF
SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW SHALL APPLY TO THIS AGREEMENT.

 


    - 503 -


     


    
 

Section
12.04    Waiver of Jury Trial; Consent to Jurisdiction. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE
LAW, EACH PARTY HERETO WAIVES ITS RESPECTIVE RIGHTS TO A TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT
OF OR RELATED TO THIS AGREEMENT, ANY ASSIGNMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION
OF ANY TYPE BROUGHT BY ANY PARTY AGAINST THE OTHER PARTIES, WHETHER WITH RESPECT TO CONTRACT CLAIMS, TORT CLAIMS, OR OTHERWISE.
EACH PARTY HERETO AGREES THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING
THE FOREGOING, THE PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED BY OPERATION OF THIS SECTION
AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY
OF THIS AGREEMENT, ANY ASSIGNMENT OR ANY PROVISION HEREOF OR THEREOF. THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS,
SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT OR ANY ASSIGNMENT.

 

TO
THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, EACH PARTY HERETO HEREBY IRREVOCABLY (I) SUBMITS TO THE JURISDICTION OF ANY
NEW YORK STATE AND FEDERAL COURTS SITTING IN NEW YORK CITY WITH RESPECT TO MATTERS ARISING OUT OF OR RELATING TO THIS AGREEMENT;
(II) AGREES THAT ALL CLAIMS WITH RESPECT TO SUCH MATTERS MAY BE HEARD AND DETERMINED IN SUCH NEW YORK STATE OR FEDERAL COURTS;
(III) WAIVES THE DEFENSE OF AN INCONVENIENT FORUM IN ANY ACTION OR PROCEEDING INVOLVING SUCH CLAIMS IN ANY SUCH COURT; AND (IV)
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER
JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.

 

Section
12.05    Notices. Unless otherwise specified in this Agreement, all demands, notices and communications
hereunder shall be in writing, shall be deemed to have been given upon receipt (except that notices to Holders of Class R Certificates
or Holders of any Class of Certificates no longer held through a Depository and instead held in registered, definitive form shall
be deemed to have been given upon being sent by first-class mail, postage prepaid or by overnight courier) as follows:

 

	If
                                         to the Trustee, to:


	 


	Citibank,
                                         N.A.


	388
                                         Greenwich Street


	New
                                         York, New York 10013


	Attention:
                                         Global Transaction Services – CF 2019-CF2

 

and
with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com




 


    - 504 -


     


    
 

	If
                                         to the Certificate Administrator, to:


	 


	Citibank,
                                         N.A.


	388
                                         Greenwich Street


	New
                                         York, New York 10013


	Attention:
                                         Global Transaction Services – CF 2019-CF2


	 

and
with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com

 


	If
                                         to the Custodian, to:


	 


	Citibank,
                                         N.A.


	388
                                         Greenwich Street


	New
                                         York, New York 10013


	Attention:
                                         Global Transaction Services – CF 2019-CF2


	 

and
with respect to e-mail pursuant to this Agreement, at ratingagencynotice@citi.com

 


	If
                                         to the Depositor, to:


	 


	CCRE
                                         Commercial Mortgage Securities, L.P.


	110
                                         East 59th Street


	New
                                         York, New York 10022


	Attention:
                                         Legal Department

with
an electronic copy by email to notices@ccre.com


	 


	with
                                         a copy to:


	 


	Orrick,
                                         Herrington & Sutcliffe LLP


	51
                                         West 52nd Street


	New
                                         York, New York 10019


	Attention:
                                         Janet Barbiere


	 


	If
                                         to the Operating Advisor, to:


	 


	Park
                                         Bridge Lender Services LLC


	600
                                         Third Avenue, 40th Floor


	New
                                         York, New York 10016


	Attention:
                                         CF 2019-CF2 Surveillance Manager (with a copy sent contemporaneously via email to


	cmbs.notices@parkbridgefinancial.com)


	 


	If
                                         to the Asset Representations Reviewer, to:




 


    - 505 -


     


    
 

	Park
                                         Bridge Lender Services LLC


	600
                                         Third Avenue, 40th Floor


	New
                                         York, New York 10016


	Attention:
                                         CF 2019-CF2 Surveillance Manager (with a copy sent contemporaneously via email to


	cmbs.notices@parkbridgefinancial.com)


	 


	If
                                         to the Master Servicer, to:


	 


	KeyBank
                                         National Association


	11501
                                         Outlook Street, Suite 300


	Overland
                                         Park, Kansas 66211


	Attention:
                                         Michael Tilden
 Email: Michael_A_Tilden@keybank.com

 with a copy to:

Polsinelli

900
West 48th Place, Suite 900

Kansas
City, Missouri 64112

Attention:
Kraig Kohring

Email:
kkohring@polsinelli.com


	 


	If
                                         to LNR Partners, LLC, as a Special Servicer, to:


	 


	LNR
                                         Partners, LLC

1601
Washington Avenue, Suite 700

Miami
Beach, Florida 33139

Attention:
Heather Bennett and Job Warshaw

 

with
a copy to:

 

Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

 


	If
                                         to KeyBank National Association, as a Special Servicer, to:

 

KeyBank
National Association

11501
Outlook Street, Suite 300

Overland
Park, Kansas 66211

Attention:
Alan Williams

Email:
keybank_notices@keybank.com 

 

with
a copy to:

Polsinelli

900
West 48th Place, Suite 900




 


    - 506 -


     


    
 

	Kansas
                                         City, Missouri 64112

Attention:
Kraig Kohring

Email:
kkohring@polsinelli.com


	 


	If
                                         to Cantor Commercial Real Estate Lending L.P., as Mortgage Loan Seller, to:


	 


	Cantor
                                         Commercial Real Estate Lending, L.P.


	110
                                         East 59th Street


	New
                                         York, New York 10022


	Attention:
                                         Legal Department


	 


	with
                                         an electronic copy to:


	 


	Cantor
                                         Commercial Real Estate Lending, L.P.


	110
                                         East 59th Street


	New
                                         York, New York 10022


	Attention:
                                         Legal Department


	E-mail:
                                         legal@ccre.com


	 


	with
                                         a copy to:


	 


	Cadwalader,
                                         Wickersham & Taft LLP

200
Liberty Street

New
York, New York 10281

Attention:
Greg Prindle

Facsimile
No.: (212) 504-6666

E-mail:
Gregory.Prindle@cwt.com

 


	If
                                         to SMC, as Mortgage Loan Seller, to:


	 


	Starwood
                                         Mortgage Capital LLC 


	1601
                                         Washington Avenue, Suite 800


	Miami
                                         Beach, Florida 33139


	Attention:
                                         Leslie K. Fairbanks, Executive Vice President


	Email:
                                         lfairbanks@starwood.com


	 


	With
                                         a copy to:


	 


	Starwood
                                         Property Trust, Inc.


	1601
                                         Washington Avenue, Suite 800


	Miami
                                         Beach, Florida 33139


	Attention:
                                         Vincent P. Kallaher, Senior Vice President


	Email:
                                         vkallaher@starwood.com




 


    - 507 -


     


    
 

	With
                                         a copy to:


	 


	Starwood
                                         Property Trust, Inc.


	1601
                                         Washington Avenue, Suite 800


	Miami
                                         Beach, Florida 33139


	Attention:
                                         Heather Bennett


	Email:
                                         hbennett@starwood.com


	 


	With
                                         a copy by email to:


	 


	lnr.cmbs.notices@lnrproperty.com;


	 


	and,
                                         with respect to certifications pursuant to Section 2.03 of this Agreement, with
                                         a copy to:


	 


	McCoy
                                         & Orta


	100
                                         N. Broadway, 26th Floor


	Oklahoma
                                         City, Oklahoma 73102


	 


	With
                                         a copy by email to:


	 


	vorta@mccoy-orta.com


	 


	And
                                         with a copy to:


	 


	Marcia
                                         Moore Allen


	Facsimile:
                                         (405) 236-1448


	Email:
                                         mmore-allen@mccoy-orta.com


	 


	With
                                         a copy to:


	 


	Starwood
                                         Property Trust, Inc.


	1601
                                         Washington Avenue, Suite 800


	Miami
                                         Beach, Florida 33139


	Attention:
                                         Vincent P. Kallaher, Senior Vice President


	Email:
                                         vkallaher@starwood.com


	 


	If
                                         to KBNA, as Mortgage Loan Seller, to:


	 


	KeyBank
                                         National Association


11501
Overlook Street, Suite 300

Overland
Park, Kansas 66211

Attention:
Joe DeRoy

Facsimile:
877-379-1625




 


    - 508 -


     


    
 

	With
a copy to:

Polsinelli

900
West 48th Place, Suite 900

Kansas
City, Missouri 64112

Attention:
Kraig Kohring

Facsimile:
816-753-1536


	 


	If
                                         to GACC, as Mortgage Loan Seller, to:


	 


	German
                                         American Capital Corporation


	60
                                         Wall Street

New
York, New York 10005

Attention:
Lainie Kaye 

 

with
a copy by electronic mail to lainie.kaye@db.com and to cmbs.requests@db.com


	 


	If
                                         to Cantor Fitzgerald & Co., as Initial Purchaser or Underwriter, to:


	 


	Cantor
                                         Fitzgerald & Co.


	499
                                         Park Avenue


	New
                                         York, New York 10022


	Attention:
                                         Stephen Merkel 


	 


	with
                                         a copy to:


	 


	Cadwalader,
                                         Wickersham & Taft LLP


	200
                                         Liberty Street


	New
                                         York, New York 10281


	Attention:
                                         Lisa Pauquette, Esq.


	 


	If
                                         to Deutsche Bank Securities Inc., as Initial Purchaser or Underwriter, to:


	 


	Deutsche
                                         Bank Securities Inc. 


	60
                                         Wall Street

New
York, New York 10022

Attention:
General Counsel




 


    - 509 -


     


    
 

	If
                                         to KeyBanc Capital Markets Inc., as Initial Purchaser or Underwriter, to:


	 


	KeyBanc
                                         Capital Markets Inc. 


	1301
                                         Avenue of the Americas, 37th Floor

New
York, NY 10019

Attention:
Andrew Yuder

Telephone
Number: (212) 476-7462


	 


	If
                                         to the initial Controlling Class Representative with respect to any Mortgage Loan, to:


	 


	LNR
                                         Securities Holdings, LLC


	1601
                                         Washington Avenue, Suite 800


	Miami
                                         Beach, Florida 33139


	Attention:
                                         Heather Bennett and Job Warshaw

 

with
a copy to:

 

Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com

 


	If
                                         to the Risk Retention Consultation Party, to:


	 


	LNR
                                         Securities Holdings, LLC


	1601
                                         Washington Avenue, Suite 800


	Miami
                                         Beach, Florida 33139


	Attention:
                                         Heather Bennett and Job Warshaw

 

with
a copy to:

 

Email:
hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


	 


	with
                                         a copy to:


	 


	Starwood
                                         Property Trust, Inc.


	1601
                                         Washington Avenue, Suite 800


	Miami
                                         Beach, Florida 33139


	Attention:
                                         Vincent P. Kallaher, Senior Vice President


	Email:
                                         vkallaher@starwood.com


	 


	with
                                         a copy to:


	 


	Starwood
                                         Property Trust, Inc.


	1601
                                         Washington Avenue, Suite 800




 


    - 510 -


     


    
 

	Miami
                                         Beach, Florida 33139


	Attention:
                                         Heather Bennett


	Email:
                                         hbennett@starwood.com


	 


	with
                                         a copy by email to:


	 


	Lnr.cmbs.notices@lnrproperty.com


	 


	If
                                         to the 17g-5 Information Provider, electronically to:


	 


	ratingagencynotice@citi.com


	(in
                                         an electronic format readable and uploadable (that is not locked or corrupted) on the
                                         17g-5 Information Provider’s system, specifically with a subject reference of
                                         “CF 2019-CF2 Mortgage Trust” and an identification of the type of information
                                         being provided in the body of such electronic mail)




 

or,
in the case of the parties to this Agreement, to such other address as such party shall specify by written notice to the other
parties hereto.

 

Solely
to the extent the provisions herein contemplate electronic delivery of information, such information shall be transmitted via
electronic mail with a subject reference to include “CF 2019-CF2 Mortgage Trust” (or substantially similar language)
(i) in the case of the Depositor, to notices@ccre.com and legal@ccre.com, (ii) in the case of the Trustee, to ratingagencynotice@citi.com,
(iii) in the case of the Certificate Administrator, to the email address specified on the Certificate Administrator’s Website
(and, if no such email address is specified therein, to ratingagencynotice@citi.com), (iv) in the case of the Operating Advisor,
to cmbs.notices@parkbridgefinancial.com, (v) in the case of the Asset Representations Reviewer, to cmbs.notices@parkbridgefinancial.com,
(vi) in the case of the Master Servicer to michael_a_tilden@keybank.com, (vii) in the case of LNR Partners, LLC, as a Special
Servicer, lnr.cmbs.notices@lnrproperty.com, (viii) in the case of KeyBank National Association , as the Special Servicer
of The Stanwix Mortgage Loan, keybank_notices@keybank.com, (ix) in the case of Cantor Commercial Real Estate Lending, L.P.,
to legal@ccre.com, (x) in the case of SMC, to lfairbanks@starwood.com, vkallaher@starwood.com, hbennett@starwood.com and lnr.cmbs.notices@lnrproperty.com,
(xi) in the case of KBNA, to michael_a_tilden@keybank.com, (xii) in the case of GACC, to lainie.kaye@db.com and cmbs.requests@db.com,
(xiii) in the case of Cantor Fitzgerald & Co., to smerkel@cantor.com, (xiv) in the case of Deutsche Bank Securities Inc.,
to cmbs.requests@db.com, (xv) in the case of KeyBanc Capital Markets Inc., to andrew.yuder@key.com, (xvi) in the case of
the initial Controlling Class Representative, to lnr.cmbs.notices@lnrproperty.com and (xvii) in the case of the 17g-5 Information
Provider, to ratingagencynotice@citi.com; or, in the case of the parties to this Agreement, to such other electronic mail address
as such party shall specify by written notice (which may be electronic) to the other parties hereto.

 

The
obligation of any party to this Agreement to deliver any notices, reports or other information to any Other Depositor, Other Servicer,
Other Special Servicer, Other Trustee or Other 17g-5 Information Provider shall be effective in each case only to the extent such
party 


    - 511 -


     


    
to
this Agreement has received notice of the identity and contact information of such Other Depositor, Other Servicer, Other Special
Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable. Any such party may conclusively rely on the name and
contact information provided by the related Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5
Information Provider, as applicable, and shall be entitled to assume that the identity and contact information for such Other
Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider, as applicable has not changed,
absent receipt of written notice from such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5
Information Provider, or a replacement thereof under the applicable Other PSA, of a change with respect to the identity and contact
information for such Other Depositor, Other Servicer, Other Special Servicer, Other Trustee or Other 17g-5 Information Provider,
or a replacement thereof under the applicable Other PSA, as applicable.

 

Section
12.06    Severability of Provisions. If any one or more of the covenants, agreements, provisions or terms
of this Agreement shall be for any reason whatsoever held invalid, then, to the extent permitted by applicable law, such covenants,
agreements, provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of this
Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement or of the Certificates
or the rights of the Holders thereof.

 

Section
12.07    Notice to the Depositor and Each Rating Agency. (a) The Certificate Administrator shall use its
best efforts to promptly provide notice, promptly furnish (or make available) to the Depositor, the Underwriters, the Initial
Purchasers, the Directing Holder (if no Consultation Termination Event has occurred and is continuing), the Trustee the related
Serviced Companion Loan Noteholder (if any) and the 17g-5 Information Provider (who shall promptly post such notice to the 17g-5
Information Provider’s Website) with respect to each of the following of which a Responsible Officer of the Certificate
Administrator has actual knowledge:

 

(i)        
any material change or amendment to this Agreement, any Mortgage Loan Purchase Agreement or any Co-Lender Agreement;

 

(ii)        
the occurrence of any Servicer Termination Event that has not been cured;

 

(iii)       
the merger, consolidation, resignation or termination of the Certificate Administrator, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer or the Trustee; and

 

(iv)       
the repurchase of Mortgage Loans pursuant to Section 2.04(e) of this Agreement.

 

(b)       
The Certificate Administrator shall promptly furnish to the Depositor, the Underwriters, the Initial Purchasers, the Directing
Holder and the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5 Information Provider’s Website):

 

(i)        
notice of the final payment to any Class of Certificateholders;

 


    - 512 -


     


    
 

(ii)        
notice of any change in the location of the Distribution Accounts, the Interest Reserve Account, or the Gain-on-Sale Reserve Account;
and

 

(iii)       
each report to Certificateholders described in Section 4.02 and Section
3.13 of this Agreement.

 

(c)       
The Master Servicer shall promptly furnish to the 17g-5 Information Provider (who shall promptly post such materials to the 17g-5
Information Provider’s Website) and the related Other 17g-5 Information Provider (if any):

 

(i)        
upon request, a copy of each rent roll and each operating and other financial statement and occupancy reports, to the extent such
information is required to be delivered under a Mortgage Loan, in each case to the extent collected pursuant to Section
3.03 of this Agreement;

 

(ii)        
notice of any change in the location of the Collection Account or any Serviced Whole Loan Custodial Account,

 

(iii)       
a copy of any notice with respect to a breach of a representation or warranty with respect to any Mortgage Loan;

 

(iv)       
any event that would result in the voluntary or involuntary termination of any insurance of the accounts of the Master Servicer;

 

(v)       
any change in the lien priority of a Mortgage Loan;

 

(vi)       
any new lease of an anchor or a termination of an anchor lease at a retail Mortgaged Property;

 

(vii)      
any material damage to a Mortgaged Property; and

 

(viii)     
any amendment, modification, consent or waiver to or of any provision of a Mortgage Loan or Serviced Whole Loan.

 

(d)       
Any party required to deliver any notice or information pursuant to the terms of this Agreement to the Rating Agencies shall deliver
such written notice of the events or information specified in Section 3.14(d) to the
Rating Agencies at the address listed below, promptly following the occurrence thereof. The Master Servicer or Special Servicer,
as applicable, and the Certificate Administrator and Trustee also shall furnish such other information regarding the Trust Fund
as may be reasonably requested by the Rating Agencies to the extent such party has or can obtain such information without unreasonable
effort or expense; provided that such other information is first provided to the 17g-5 Information Provider in accordance
with the procedures set forth in Section 3.14(d). Notwithstanding the foregoing, the
failure to deliver such notices or copies shall not constitute a Servicer Termination Event, as the case may be, under this Agreement.
Any confirmation of the rating by the Rating Agencies required hereunder shall be in writing.

 

Notices
to each Rating Agency shall be addressed as follows:

 


    - 513 -


     


    
 

Fitch
Ratings, Inc.

33
Whitehall Street

New
York, New York 10004

Attention:
CMBS Surveillance

Email:
info.cmbs@fitchratings.com

 

S&P
Global Ratings

55
Water Street, 41st Floor

New
York, New York 10041

Attention:
Commercial Mortgage Surveillance Manager

Email:
cmbs_info_17g5@standardandpoors.com

 

Kroll
Bond Rating Agency, Inc.

805
Third Avenue, 29th Floor

New
York, New York 10022

Attention:
CMBS Surveillance

Facsimile
No.: (646) 731-2395

 

or
in each case to such other address as any Rating Agency shall specify by written notice to the parties hereto.

 

Section
12.08    Amendment. (a) This Agreement or any Custodial Agreement may be amended at any time by the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee without the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders:

 

(i)        
to cure any ambiguity or to correct any manifest error;

 

(ii)        
to cause the provisions herein or therein to conform or be consistent with or in furtherance of the statements made in the Prospectus,
the Private Placement Memorandum or Loan-Specific Private Placement Memorandum with respect to the Certificates, the Trust or
this Agreement or to correct or supplement any provisions herein or therein which may be defective or inconsistent with any other
provisions herein or therein;

 

(iii)       
to change the timing and/or nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided
that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution
Date and (b) such change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced
in writing by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment;

 

(iv)       
to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any
Trust REMIC as a REMIC or the Grantor

 


    - 514 -


     


    
 

Trust
as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or
minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the
Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting such amendment)
to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of
the imposition of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder
or Companion Loan Noteholder;

 

(v)       
to modify, eliminate or add to the provisions any provision hereof restricting transfer of the Class R Certificates; provided
the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to
a Person that is not a Permitted Transferee;

 

(vi)       
to revise or add any other provisions with respect to matters or questions arising under this Agreement or any other change; provided
that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates);

 

(vii)      
to amend or supplement any provision hereof to the extent necessary to maintain the then current ratings assigned to each Class
of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
provided that such amendment or supplement shall not adversely affect in any material respect the interests of any Certificateholder
(including, for avoidance of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel;

 

(viii)     
to modify the provisions of Section 3.06 and Section 3.17
with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts if (a) the Depositor,
the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as
an applicable Control Termination Event has not occurred and is not continuing, the Directing Holder, determine that the commercial
mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b)
such modification does not cause any Trust REMIC to fail to qualify as a REMIC or the Grantor

 


    - 515 -


     


    
 

Trust
to fail to qualify as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c)
each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities,
the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or
qualification of its then current ratings (provided that such rating agency confirmation may be considered satisfied in
the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);

 

(ix)       
to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such
amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an
Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website;

 

(x)       
to modify, eliminate or add to any of the provisions of this Agreement (i) to such extent as will be necessary to comply with
the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel
to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and

 

(xi)       
to modify, eliminate or add to any provisions of this Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);

 

provided
that any such amendment (A) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the
Master Servicer or the Special Servicer without such party’s consent; and (B) shall not adversely affect in any material
respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the
case of clauses (iii) through (x) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.

 

(b)       
This Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special
Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior
written consent of the Holders of Certificates representing not less than a majority of the

 


    - 516 -


     


    
 

Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of this Agreement or modifying in any manner the rights of the
Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:

 

(i)        
reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or the Trust Subordinate Companion
Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing
all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion
Loan Noteholders without the consent of such Companion Loan Noteholders;

 

(ii)        
reduce the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment
or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case without the consent of the Holders
of all Certificates of such Class then outstanding or such Companion Loan Noteholder, as applicable;

 

(iii)       
adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such
Class then outstanding;

 

(iv)       
change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or

 

(v)       
amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates).

 

(c)       
Further, the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or,
if applicable, the Serviced Companion Loan Noteholders, may amend this Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.

 

(d)       
If neither the Depositor nor any successor thereto, if any, is in existence, any amendment under this Section
12.08 shall be effective with the consent of the Trustee, the 

 


    - 517 -


     


    
 

Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer, in writing,
and to the extent required by this Section 12.08, the Certificateholders and Serviced
Companion Loan Noteholders.

 

(e)       
It shall not be necessary for the consent of Certificateholders under this Section 12.08
to approve the particular form of any proposed amendment, but it shall be sufficient if such consent shall approve the substance
thereof. The method of obtaining such consents and of evidencing the authorization of the execution thereof by Certificateholders
and, if applicable, Serviced Companion Loan Noteholders, shall be subject to such reasonable regulations as the Trustee may prescribe;
provided, that such method shall always be by affirmation and in writing.

 

(f)        
Prior to the execution of any amendment to this Agreement or any Custodial Agreement, the Trustee, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer, the Special Servicer and the Master Servicer may request and shall
be entitled to rely conclusively upon an Opinion of Counsel and an Officer’s Certificate, at the expense of the party requesting
such amendment (or, if such amendment is required to maintain the rating issued by any Rating Agency or requested by the Trustee
for any purpose described in clauses (i), (ii) or (iii) of the first sentence of this Section
12.08 (which do not modify or otherwise relate solely to the obligations, duties or rights of the Trustee), then at
the expense of the Trust Fund (and, in the case of any Whole Loan, any such expense shall be allocated in accordance with the
expense allocation provision of the related Co-Lender Agreement)) confirming that (A) the execution of such amendment is authorized
or permitted by this Agreement and that all conditions precedent with respect thereto have been satisfied and (B) such amendment
will not result in the imposition of a tax on any portion of the Trust or cause any Trust REMIC to fail to qualify as a REMIC
or cause the Grantor Trust to fail to qualify as a grantor trust under the relevant provisions of the Code. The Trustee, the Certificate
Administrator, the Operating Advisor or the Asset Representations Reviewer may, but shall not be obligated to, enter into any
such amendment which affects the Trustee’s, the Certificate Administrator’s, the Operating Advisor’s or the
Asset Representations Reviewer’s own rights, duties or immunities under this Agreement.

 

(g)       
Notwithstanding any contrary provision contained in this Agreement, no amendment shall be made to this Agreement (i) that adversely
affects the rights, including (without limitation) as a third-party beneficiary hereunder, and/or obligations (including, without
limitation, in the case of a Mortgage Loan Seller, under the related Mortgage Loan Purchase Agreement) of any Mortgage Loan Seller,
Initial Purchaser or Underwriter without the written consent of such Mortgage Loan Seller, Initial Purchaser or Underwriter, as
applicable or (ii) that changes any provisions specifically required to be included in this Agreement by any Co-Lender Agreement
for a Non-Serviced Whole Loan or to the Co-Lender Agreement for a Non-Serviced Whole Loan without the consent of the related Companion
Loan Noteholder(s).

 

(h)       
Promptly after the execution of any amendment to this Agreement, the Certificate Administrator shall post a copy of the same to
the Certificate Administrator’s Website, deliver a copy of the same to the 17g-5 Information Provider who shall post a
copy of the same on the 17g-5 Information Provider’s Website pursuant to Section 3.14(d) of this Agreement, and
thereafter, the Certificate Administrator shall furnish written notification of the substance of such amendment to each Certificateholder,
the Depositor, the Master Servicer, the Special Servicer, the 

 


    - 518 -


     


    
 

Operating
Advisor, the Asset Representations Reviewer, the Trustee, each Mortgage Loan Seller, the Underwriters and the Initial Purchasers.

 

(i)        
In connection with any amendment pursuant to this Agreement, no later than one Business Day following the effective date of such
amendment, the Certificate Administrator shall provide a copy of the executed amendment to each Other Depositor and Other Trustee
related to any Other Securitization that includes a Serviced Companion Loan (which may be by email) together with a copy of such
amendment in EDGAR compatible format.

 

Section
12.09    Confirmation of Intent. It is the express intent of the parties hereto that the conveyance of the
Trust Fund (including the Mortgage Loans) by the Depositor to the Trustee on behalf of Certificateholders as contemplated by this
Agreement be treated for all purposes as a sale by the Depositor of the Trust Fund to the Trustee. It is, further, not the intention
of the parties that such conveyance be deemed a pledge of the Trust Fund by the Depositor to the Trustee to secure a debt or other
obligation of the Depositor. However, if, notwithstanding the intent of the parties, the Trust Fund is held to continue to be
property of the Depositor then (a) this Agreement shall also be deemed to be a security agreement under applicable law; (b) the
transfer of the Trust Fund provided for herein shall be deemed to be a grant by the Depositor to the Trustee on behalf of Certificateholders
of a first priority security interest in, and the Depositor hereby grants to the Trustee a security interest in, all of the Depositor’s
right, title and interest in and to, whether now owned or existing or hereafter acquired or arising, the property identified in
clauses (i) through (xiv) of the definition of “Trust Fund” and all proceeds thereof; (c) the possession
by the Trustee (or the Custodian on its behalf) of Mortgage Notes and such other items of property as constitute instruments,
money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” for purposes
of perfecting the security interest pursuant to Section 9-313 of the New York Uniform Commercial Code; and (d) notifications to
Persons holding such property, and acknowledgments, receipts or confirmations from Persons holding such property, shall be deemed
notifications to, or acknowledgments, receipts or confirmations from, financial intermediaries, bailees or agents (as applicable)
of the Trustee for the purpose of perfecting such security interest under applicable law. The Depositor shall, and upon the request
and direction of the Master Servicer, the Trustee shall, to the extent consistent with this Agreement (and at the expense of the
Trust Fund (and, in the case of any Whole Loan, such expense shall be allocated in accordance with the expense allocation provision
of the related Co-Lender Agreement)), take such actions as may be necessary to ensure that such security interest is a perfected
security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement.
It is the intent of the parties that such a security interest would be effective whether any of the Certificates are sold, pledged
or assigned.

 

Section
12.10    No Intended Third-Party Beneficiaries. Except as specified in Section 12.12 of this Agreement,
no Person other than a party to this Agreement, any Mortgage Loan Seller, any Initial Purchaser, any Underwriter or any Certificateholder
shall have any rights with respect to the enforcement of any of the rights or obligations hereunder. Without limiting the foregoing,
the parties to this Agreement specifically state that no Borrower, Manager or other party to a Mortgage Loan is an intended third-party
beneficiary of this Agreement.

 

Section
12.11    Entire Agreement. This Agreement (and, with respect to each Whole Loan, together with the related
Co-Lender Agreement) contains the entire agreement and

 


    - 519 -


     


    
 

understanding
between the parties hereto with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements,
understanding, inducements and conditions, express or implied, oral or written, of any nature whatsoever with respect to the subject
matter hereof. The express terms hereof control and supersedes any course of performance or usage of the trade inconsistent with
any of the terms hereof.

 

Section
12.12    Third Party Beneficiaries. Each of the Trustee, the Certificate Administrator, the Master Servicer
and the Special Servicer acknowledge that (i) each Mortgage Loan Seller and Cantor Fitzgerald & Co. are third party beneficiaries
with respect to Section 8.05(h) of this Agreement, the obligations of any party to this Agreement to deliver information
to the 17g-5 Information Provider hereunder and the obligations of the 17g-5 Information Provider to post information to the 17g-5
Information Provider’s Website (or make available to the NRSROs the items referenced in Section 3.13(c) and (d))
and the express obligations of any party hereto to deliver documents, notices, information or funds to a Mortgage Loan Seller,
(ii) each Mortgage Loan Seller is a third party beneficiary with respect to Section 2.01, Section 2.03, Section
2.04 and Section 12.08 of this Agreement and its rights as a Privileged Person, (iii) each Initial Purchaser and each
Underwriter is a third party beneficiary with respect to its rights to receive any notices, documents, certifications and/or information
hereunder and its rights under Section 12.08 of this Agreement, (iv) each holder of a Companion Loan and any related Other
Depositor is an intended third party beneficiary in respect of the rights afforded it under this Agreement and may directly (or,
in the case of a holder of a Companion Loan, the related Other Servicer or Non-Serviced Master Servicer, as applicable, may) enforce
such rights, (v) each of the Serviced Companion Loan Service Providers under the applicable Other PSA is an intended third party
beneficiary under this Agreement with respect to any provision herein expressly relating to compensation, reimbursement or indemnification
of such Serviced Companion Loan Service Provider and the provisions regarding the coordination of Advances and (vi) each of the
Non-Serviced Mortgage Loan Service Providers under the applicable Non-Serviced PSA is an intended third party beneficiary under
this Agreement with respect to Section 3.27(f) hereof and any provisions herein relating to (1) the reimbursement of any
nonrecoverable advances made with respect to the applicable Non-Serviced Mortgage Loan by such Persons, (2) the indemnification
of each applicable Non-Serviced Master Servicer, Non-Serviced Special Servicer and Non-Serviced Trustee pursuant to Section
1.04 of this Agreement against any claims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments
and any other costs, liabilities, fees and expenses incurred in connection with the related Non-Serviced PSA and this Agreement
that relate solely to its servicing of the related Non-Serviced Whole Loan and any related reimbursement provisions, (3) the provisions
set forth in Section 4.07(e) of this Agreement regarding advancing coordination and (4) the provisions set forth in Section
3.29 and 6.07, as applicable, of this Agreement.

 

[NO
FURTHER TEXT ON THIS PAGE]

 


    - 520 -


     


    
 


IN
WITNESS WHEREOF, the Depositor, the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator, the Operating
Advisor and the Asset Representations Reviewer have caused their names to be signed hereto by their respective officers thereunto
duly authorized all as of the day and year first above written.


	 	 	CCRE
    COMMERCIAL MORTGAGE 
	 	 	 	SECURITIES,
    L.P.,	 
	 	 	 	as
    Depositor	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:  	/s/
    Paul Vanderslice	 
	 	 	 	Name:
    Paul Vanderslice	 
	 	 	 	Title:
    Chief Executive Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	KEYBANK
    NATIONAL
	 	 	 	ASSOCIATION,	 
	 	 	 	as
    Master Servicer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/
    Michael A. Tilden	 
	 	 	 	Name:
    Michael A. Tilden	 
	 	 	 	Title:
    Vice President	 
	 	 	 	 	 
	 	 	 	 

         
	 
	 	 	LNR
    PARTNERS, LLC,	 
	 	 	 	as
    a Special Servicer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/
    Jerry Hirschkorn	 
	 	 	 	Name:
    Jerry Hirschkorn	 
	 	 	 	Title:
    Vice President	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	KEYBANK
    NATIONAL 
	 	 	 	ASSOCIATION,	 
	 	 	 	as
    a Special Servicer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By:	/s/
    Michael A. Tilden	 
	 	 	 	Name:
    Michael A. Tilden	 
	 	 	 	Title:
    Vice President	 



 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT


 



     


     


    

 


	 	 	CITIBANK,
    N.A.,	 
	 	 	 	as
    Trustee	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	/s/
    James Polcari	 
	 	 	 	Name:
    James Polcari	 
	 	 	 	Title:
    Senior Trust Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	CITIBANK,
    N.A.,	 
	 	 	 	as
    Certificate Administrator, 	 
	 	 	 	Custodian
    and Paying Agent	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	/s/
    James Polcari	 
	 	 	 	Name:
    James Polcari	 
	 	 	 	Title:
    Senior Trust Officer	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	PARK
    BRIDGE LENDER 	 
	 	 	 	SERVICES
    LLC,	 
	 	 	 	as
    Operating Advisor	 
	 	 	 	 	 
	 	 	By: 	Park
    Bridge Advisors LLC	 
	 	 	 	Its
    Sole Member	 
	 	 	 	 	 
	 	 	 	By:  Park
    Bridge Financial LLC	 
	 	 	 	       Its
    Sole Member	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	/s/
    Robert J. Spinna, Jr.	 
	 	 	 	Name:
    Robert J. Spinna, Jr.	 
	 	 	 	Title:
    Managing Member	 



 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT


 



     


     


    

 


	 	 	PARK
                                         BRIDGE LENDER


	 
	 	 	 	SERVICES
    LLC,	 
	 	 	 	as
    Asset Representations Reviewer	 
	 	 	 	 	 
	 	 	By: 	Park
    Bridge Advisors LLC	 
	 	 	 	Its
    Sole Member	 
	 	 	 	 	 
	 	 	 	By:  Park
    Bridge Financial LLC	 
	 	 	 	       Its
    Sole Member	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	By: 	/s/
    Robert J. Spinna, Jr.	 
	 	 	 	Name:
    Robert J. Spinna, Jr.	 
	 	 	 	Title:
    Managing Member	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT


 




     


     


    

 





	STATE
    OF New York	)	 
	 	:	ss.:
	COUNTY
    OF New York	)	 










On
the 10 day of October in the year 2019, before me, the undersigned, personally appeared Paul Vanderslice,
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed
to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by
his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed
the instrument, and that such individual made such appearance before the undersigned in the NY, NY (insert the city or
other political subdivision and the state or county or other place the acknowledgment was taken).





	 	/s/
    Gary Stellato
	 	Signature
    and Office of individual taking
	 	acknowledgement
	 	 
	 	 
	 	GARY
    F STELLATO 
	 	NOTARY
    PUBLIC, STATE OF NEW YORK
	 	NO.
    02ST6346827
	 	QUALIFIED
    IN NASSAU COUNTY
	 	MY
    COMMISSION EXPIRES AUG 22, 2020
	 	 




 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT




     


     


    

 





	STATE
    OF KANSAS	)	 
	 	)	ss.:
	COUNTY
    OF JOHNSON	)	 


 


On
the 2nd day of October 2019, before me, the undersigned, a Notary Public in and for the State of Kansas,
personally appeared Michael A. Tilden, known 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 acknowledged
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/
    Amanda Frederickson
	 	NOTARY
    PUBLIC in and for the
	 	State
    of Kansas
	 	 
	 	State
    of	Amanda
    Frederickson
	 	Notary	My
    appointment
	 	Public	Expires
	 	Kansas	May
    14, 2023
	 My
    commission expires:		 
	 	 	 
	5/14/23	 	 
	 	 	 


 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT




     


     


    




	STATE
    OF New York	)	 
	 	:	ss.:
	COUNTY
    OF New York	)	 


 


On
the 3rd day of October in the year 2019, before me, the undersigned, personally appeared Jerry Hirschkorn,
Vice President of LNR Partners, LLC personally known to me or proved to me on the basis of satisfactory evidence to be the
individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the
same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person
upon behalf of which the individual(s) acted, executed the instrument, and that such individual made such appearance before the
undersigned in the New York City (insert the city or other political subdivision and the state or county or other place
the acknowledgment was taken).





	 	/s/
    Ksenia Berezov
	 	Signature
    and Office of individual taking
	 	acknowledgement
	 	 
	 	 
	 	KSENIA
    BEREZOV
	 	NOTARY
    PUBLIC, STATE OF NEW YORK
	 	Registration
    No. 01BE6396961
	 	Qualified
    in Westchester County
	 	Commission
    Expires 08/26/2023
	 	 


 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT 




     


     


    




	STATE
    OF New York	)	 
	 	:	ss.:
	COUNTY
    OF New York	)	 





On
the 1st day of October in the year 2019, before me, the undersigned, personally appeared James Polcari
personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are)
subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies),
and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s)
acted, executed the instrument, and that such individual made such appearance before the undersigned in the City of New York
(insert the city or other political subdivision and the state or county or other place the acknowledgment was taken).





	 	/s/
    Kate Molina 
	 	Signature
    and Office of individual taking
	 	acknowledgement
	 	 
	 	 
	 	KATE
    MOLINA
	 	Notary
    Public — State of New York
	 	NO.
    01M06387127
	 	Qualified
    in Richmond County
	 	My
    Commission     Expires Feb 4, 2023
	 	 


 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT




     


     


    




	STATE
    OF New York	)	 
	 	:	ss.:
	COUNTY
    OF New York	)	 


 


On
the 2nd day of October 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge
before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which
in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument;
and that he signed his name thereto under authority of said entity and on behalf of such entity.


WITNESS
my hand and seal hereto affixed the day and year first above written.





	 	 	/s/
    Niaja Williams Mowatt 
	 	 	NOTARY
    PUBLIC in and for the
	 	 	State
    of New York
	 	 	 
	 	 	 
	 	 	NIAJA
    WILLIAMS MOWATT
	 	 	Notary
    Public — State of New York
	 	 	NO.
    01WI6184241
	 	 	Qualified
    in Suffolk County
	 	 	My
    Commission     Expires 3/31/20
	 	 	 
	My
    commission expires:	3/31/20	 
	 	(Date)	 


 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT




     


     


    





	STATE
    OF New York	)	 
	 	:	ss.:
	COUNTY
    OF New York	)	 


 


On
the 2nd day of October 2019, before me, the undersigned, a Notary Public in and for the State of New York, duly
commissioned and sworn, personally appeared Robert J. Spinna, Jr., to me known who, by me duly sworn, did depose and acknowledge
before me that he is a Managing Member of Park Bridge Financial LLC, which is the sole member of Park Bridge Advisors LLC, which
in turn is the sole member of Park Bridge Lender Services LLC, the entity described in and that executed the foregoing instrument;
and that he signed his name thereto under authority of said entity and on behalf of such entity.


WITNESS
my hand and seal hereto affixed the day and year first above written.





	 	 	/s/
    Niaja Williams Mowait 
	 	 	NOTARY
    PUBLIC in and for the
	 	 	State
    of New York
	 	 	 
	 	 	 
	 	 	NIAJA
    WILLIAMS MOWAIT
	 	 	Notary
    Public — State of New York
	 	 	NO.
    01w16184241
	 	 	Qualified
    in Suffolk County
	 	 	My
    Commission     Expires 3/31/20
	 	 	 
	My
    commission expires:	3/31/20	 
	 	(Date)	 


 


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2019-CF2 MORTGAGE TRUST: POOLING AND SERVICING AGREEMENT


 


 



    	 	  	 



     


    







EXHIBIT
A-1


 


FORM
OF CLASS A-1 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 





 



 


1
                                         Legend required as long as DTC is the Depository under the Pooling and Servicing
                                         Agreement.


 


2
Global Certificate legend.



 






    A-1-1 


     


    

 





CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS A-1


 


	Class A-1
    Pass-Through Rate:  2.04760%	 	CUSIP:  12528Y
AA1

                            

        ISIN:      US12528YAA10 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-1 Certificates: $20,649,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date:  November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date:  July 2024	 	No.:
    A-1-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-1 Certificates. The Trust Fund, described more fully below, consists primarily of
a pool of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the


 



    A-1-2 


     


    

 


“Asset Representations Reviewer”) evidences the issuance
of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class
X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD,
Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-1 Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the
eleventh day of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such
11th day, commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance
Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-1 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 



    A-1-3 


     


    

 


immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-1-4 


     


    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the


 



    A-1-5 


     


    

 


name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any


 



    A-1-6 


     


    

 


Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than
an Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel


 



    A-1-7 


     


    

 


or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with
the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel
to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the
Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying
in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment
may:


 


		(i)	reduce
in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which
are required to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the
Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
without the consent of such Companion Loan Noteholders;



 






    A-1-8 


     


    

 


		(ii)	reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Loan Noteholder, in any such case without the consent of the Holders of all
Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then
outstanding;



 


		(iv)	change
in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under
such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary
hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each
Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination
Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion
Loan, if applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of
any Mortgage Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without
duplication:


 


		(A)	The
                                         aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion
                                         Loan (exclusive of REO Loans) then included in the Trust Fund;



 






    A-1-9 


     


    

 


		(B)	the
                                         fair market value of all REO Property included in the Trust Fund, as determined by an
                                         Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
                                         prior to the last day of the month preceding such Distribution Date;



 


		(C)	the
                                         reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related
                                         to such purchase, unless the Master Servicer or the Special Servicer, as applicable,
                                         is the purchaser and (without duplication of any of the foregoing) any unpaid expenses
                                         of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if
                                         the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under
                                         the terms of the related Non-Serviced PSA, the pro rata portion of the fair market
                                         value of the related property, as determined by the Non-Serviced Master Servicer in accordance
                                         with clause (B) above.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the
Class X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced
to zero, the Sole Certificateholder shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific
Certificates but excluding (i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder
has only taken an assignment of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage
Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and
the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on


 



    A-1-10 


     


    

 


behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate
Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling
and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance
with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of
the last payment due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable,
or (b) the final payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held
by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-1-11 


     


    

 





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-1 Certificate to be duly executed. 


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class A-1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 


 



    A-1-12 


     


    







 








EXHIBIT
A-2


 


FORM
OF CLASS A-2 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 





 



 


1
                                         Legend required as long as DTC is the Depository under the Pooling and Servicing
                                         Agreement.


 


2
Global Certificate legend.



 






     A-2-1


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS A-2


 


	Class A-2
    Pass-Through Rate:  2.84460%	 	CUSIP: 12528Y
AB9 

                            

        ISIN:     US12528YAB92 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-2 Certificates: $40,987,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date:  November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date:  October 2024	 	No.:
    A-2-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-2 Certificates. The Trust Fund, described more fully below, consists primarily of
a pool of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance
of the Class A-1, Class A-2, Class A-


 



     A-2-2


     


    

 


SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class
X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD,
Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-2 Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the
eleventh day of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such
11th day, commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance
Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-2 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






     A-2-3


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 






     A-2-4


     


    

 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






     A-2-5


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting


 



     A-2-6


     


    

 


transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than
an Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with
the


 



     A-2-7


     


    

 


requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel
to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the
Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying
in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment
may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Subordinate Companion Loan which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce
                                         the aforesaid percentage of Certificates of any Class the Holders of which are required
                                         to consent to any such amendment or remove the requirement to obtain consent of any Companion
                                         Loan Noteholder, in any such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 






     A-2-8


     


    

 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination
Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion
Loan, if applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of
any Mortgage Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without
duplication:


 


		(A)	The
                                         aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion
                                         Loan (exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the
                                         fair market value of all REO Property included in the Trust Fund, as determined by an
                                         Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
                                         prior to the last day of the month preceding such Distribution Date;



 






     A-2-9


     


    

 


		(C)	the
                                         reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related
                                         to such purchase, unless the Master Servicer or the Special Servicer, as applicable,
                                         is the purchaser and (without duplication of any of the foregoing) any unpaid expenses
                                         of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if
                                         the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under
                                         the terms of the related Non-Serviced PSA, the pro rata portion of the fair market
                                         value of the related property, as determined by the Non-Serviced Master Servicer in accordance
                                         with clause (B) above.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the
Class X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced
to zero, the Sole Certificateholder shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific
Certificates but excluding (i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder
has only taken an assignment of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage
Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and
the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate
Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling
and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance
with Section 9.01(g) of


 



     A-2-10


     


    

 


the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of
the last payment due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable,
or (b) the final payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held
by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






     A-2-11


     


    

 





IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-2 Certificate to be duly executed. 


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class A-2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 






     A-2-12


     


    




 





EXHIBIT
A-3


 


FORM
OF CLASS A-SB CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 





 



 


1
                                         Legend required as long as DTC is the Depository under the Pooling and Servicing
                                         Agreement.


 


2
Global Certificate legend.



 






     A-3-1


     


    

 


CF
2019-CF2 COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS A-SB


 


	Class
    A-SB Pass-Through Rate:  2.81650%	 	CUSIP: 12528Y
AC7

                            

        ISIN:     US12528YAC75 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-SB Certificates: $28,718,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date:  November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date:  June 2029	 	No.:
    A-SB-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-SB Certificates. The Trust Fund, described more fully below, consists primarily of
a pool of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the


 



     A-3-2


     


    

 


“Asset Representations Reviewer”) evidences the issuance
of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class
X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD,
Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-SB Certificates for such Distribution Date, all as more fully described in
the Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the
eleventh day of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such
11th day, commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance
Charges as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-SB Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 



     A-3-3


     


    

 


immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






     A-3-4


     


    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized


 



     A-3-5


     


    

 


denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to


 



     A-3-6


     


    

 


the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than
an Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give


 



     A-3-7


     


    

 


notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with
the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel
to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the
Depositor’s Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying
in any manner the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment
may:


 


		(i)	reduce
                                         in any manner the amount of, or delay the timing of, payments received on the Mortgage
                                         Loans or Subordinate Companion Loan which are required to be distributed on any Certificate,
                                         without the consent of the Holders of Certificates representing all of the Percentage
                                         Interests of the Class or Classes affected thereby or which are required to be distributed
                                         to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce
the aforesaid percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove
the requirement to obtain consent of any Companion Loan Noteholder, in any



 






     A-3-8


     


    

 


	 	 	 such case without the consent of the Holders of all Certificates
                                         of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely
                                         affect the Voting Rights of any Class of Certificates without the consent of the Holders
                                         of all Certificates of such Class then outstanding;



 


		(iv)	change
                                         in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
                                         of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise
                                         or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
                                         without the consent of such Mortgage Loan Seller; or



 


		(v)	amend
                                         the Servicing Standard without the consent of 100% of the Certificateholders or receipt
                                         of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable
                                         rating agencies that such action will not result in the downgrade, withdrawal or qualification
                                         of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
                                         as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates).



 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee,
the Special Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination
Notice Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion
Loan, if applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of
any Mortgage Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without
duplication:


 


		(A)	The
                                         aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion
                                         Loan (exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the
fair market value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to the
Master



 






     A-3-9


     


    

 


	 	 	 Servicer as of a date not more than 30 days
                                         prior to the last day of the month preceding such Distribution Date;



 


		(C)	the
                                         reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related
                                         to such purchase, unless the Master Servicer or the Special Servicer, as applicable,
                                         is the purchaser and (without duplication of any of the foregoing) any unpaid expenses
                                         of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if
                                         the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under
                                         the terms of the related Non-Serviced PSA, the pro rata portion of the fair market
                                         value of the related property, as determined by the Non-Serviced Master Servicer in accordance
                                         with clause (B) above.



 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the
Class X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2,
Class A-SB, Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced
to zero, the Sole Certificateholder shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific
Certificates but excluding (i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder
has only taken an assignment of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant
to the definition of “Sole Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage
Loans, the Trust Subordinate Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii)
of Section 9.01(a) of the Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing
Agreement no later than 60 days prior to the anticipated date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and
the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate


 



     A-3-10


     


    

 



Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling
and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance
with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of
the last payment due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable,
or (b) the final payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held
by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond
the expiration of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of
the United States to the United Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






     A-3-11


     


    

 





IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class A-SB Certificate to be duly executed. 


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class A-SB Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 






     A-3-12


     


    

 





EXHIBIT
A-4


 


FORM
OF CLASS A-3 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 






    A-4-1 


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS A-3


 


	Class
    A-3 Pass-Through Rate: 2.64660%	 	CUSIP:  12528Y
AD5

                            

        ISIN:      US12528YAD58 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-3 Certificates: $39,556,500	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: September 2026	 	No.:
    A-3-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-3 Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the


 






    A-4-2 


     


    

 


“Asset
Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-3 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day,
commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-3 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 






    A-4-3 


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-4-4 


     


    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized


 






    A-4-5 


     


    

 


denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to


 






    A-4-6 


     


    

 


the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give


 






    A-4-7 


     


    

 


notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or
add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the
requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to
the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;


 


		(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any 


 






    A-4-8 


     


    

 


	 	 	such
    case without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder,
    as applicable;


 


	 	(iii)	adversely
    affect the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class
    then outstanding;


 


	 	(iv)	change
    in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
    under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
    beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


	 	(v)	amend
    the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
    each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
    or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
    rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
    satisfied with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The
    aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then
    included in the Trust Fund;


 


	 	(B)	the
    fair market value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to
    the Master 


 






    A-4-9 


     


    

 


	 	 	Servicer
    as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;


 


	 	(C)	the
    reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master
    Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid
    expenses of and indemnity amounts owed by the Trust Fund; and


 


	 	(D)	if
    the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced
    PSA, the pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master
    Servicer in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate


 






    A-4-10 


     


    

 


Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-4-11 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-3 Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory


 


Certificate
of Authentication


 


This
is one of the Class A-3 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory


 






    A-4-12 


     


    

 


EXHIBIT
A-5


 


FORM
OF CLASS A-4 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 






    A-5-1 


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, CLASS A-4


 


	Class
    A-4 Pass-Through Rate: 2.62360%	 	CUSIP:  12528Y
AE3 

                            

        ISIN:     US12528YAE32  

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-4 Certificates: $214,000,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: August 2029	 	No.:
    A-4-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-4 Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance
of the Class A-1, Class A-2, Class A-


 






    A-5-2 


     


    

 


SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D,
Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and
Class SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-4 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day,
commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-4 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    A-5-3 


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 






    A-5-4 


     


    

 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-5-5 


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder;
(v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting


 






    A-5-6 


     


    

 


transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any of the provisions
of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the


 






    A-5-7 


     


    

 


requirements
of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to the effect
the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that
any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor, the Trustee,
the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information
Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in
any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced
in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;


 


	 	(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any such case without the consent of the Holders of all Certificates
    of such Class then-outstanding or such Companion Loan Noteholder, as applicable;


 






    A-5-8 


     


    

 


	 	(iii)	adversely affect
    the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;


 


	 	(iv)	change
    in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller
    under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party
    beneficiary hereunder, without the consent of such Mortgage Loan Seller; or


 


	 	(v)	amend
    the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
    each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
    or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
    rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
    satisfied with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The
    aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then
    included in the Trust Fund;


 


	 	(B)	the
    fair market value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to
    the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;


 






    A-5-9 


     


    

 


	 	(C)	the
    reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master
    Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid
    expenses of and indemnity amounts owed by the Trust Fund; and


 


	 	(D)	if
    the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced
    PSA, the pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master
    Servicer in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate
Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling
and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance
with Section 9.01(g) of


 






    A-5-10 


     


    

 


the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage
Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment, liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-5-11 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-4 Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized
    Signatory


 


Certificate
of Authentication


 


This
is one of the Class A-4 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-5-12 


     


    

 


EXHIBIT
A-6


 


FORM
OF CLASS A-5 CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 






    A-6-1 


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS A-5


 


	Class
    A-5 Pass-Through Rate: 2.87440%	 	CUSIP:  12528Y
AF0  

                            

        ISIN:      US12528YAF07 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-5 Certificates: $218,123,500	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: September 2029	 	No.:
    A-5-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-5 Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the issuance
of the Class A-1, Class A-2, Class A-


 






    A-6-2 


     


    

 


SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D,
Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and
Class SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-5 Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day,
commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-5 Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding
the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 






    A-6-3 


     


    

 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 






    A-6-4 


     


    

 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 






    A-6-5 


     


    

 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder;
(v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting


 






    A-6-6 


     


    

 


transfer
of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give notice of any such amendment
to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator
shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any of the provisions
of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the


 






    A-6-7 


     


    

 


requirements
of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to the effect
the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify, eliminate
or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with the requirements
for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that
any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor, the Trustee,
the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information
Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely affect in
any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced
in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;


 


	 	(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any such case without the consent of the Holders of all Certificates
    of such Class then-outstanding or such Companion Loan Noteholder, as applicable;


 






    A-6-8 


     


    

 


	 	(iii)	adversely affect
    the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;


 


	 	(iv)	change in any manner
    any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage
    Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
    without the consent of such Mortgage Loan Seller; or


 


	 	(v)	amend the Servicing
    Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency
    and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
    of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
    confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
    with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The aggregate Purchase
    Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust
    Fund;



 

	 	(B)	the fair market
    value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to the Master Servicer
    as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;


 






    A-6-9 


     


    

 


	 	(C)	the reasonable out-of-pocket
    expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special
    Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity
    amounts owed by the Trust Fund; and


 


	 	(D)	if the Mortgaged
    Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the
    pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master Servicer
    in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate
Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling
and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance
with Section 9.01(g) of


 






    A-6-10 


     


    

 


the
Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on any Mortgage
Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment, liquidation
and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that
in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from the
death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United Kingdom,
living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-6-11 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-5 Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class A-5 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-6-12 


     


    

 


EXHIBIT
A-7


 


FORM
OF CLASS X-A CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE
HOLDERS OF THIS CLASS X-A CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS X-A
CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS X- A CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 





 






 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 






    A-7-1 


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 






    A-7-2 


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS X-A


 


	Class
    X-A Pass-Through Rate: Variable3	 	CUSIP:  12528Y
AG8  

                            

        ISIN:      US12528YAG89 

	 	 	 
	Original
    Aggregate Notional Amount of the Class X-A Certificates: $562,034,000	 	Initial
    Notional Amount of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: September 2029	 	No.:
    X-A-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class X-A Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate 


 


 






 


3
The approximate initial Pass-Through Rate is 1.37560% per annum.


 






    A-7-3 


     


    

 


administrator
(in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender Services
LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D,
Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and
Class SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class X-A Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class X-A Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Amount hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The


 






    A-7-4 


     


    

 


“Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 






    A-7-5 


     


    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized


 






    A-7-6 


     


    

 


denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to


 






    A-7-7 


     


    

 


the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give


 






    A-7-8 


     


    

 


notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or
add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the
requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to
the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;


 


	 	(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any


 






    A-7-9 


     


    

 


	 	 	such case without
    the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;


 


	 	(iii)	adversely affect
    the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;


 


	 	(iv)	change in any manner
    any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage
    Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
    without the consent of such Mortgage Loan Seller; or


 


	 	(v)	amend the Servicing
    Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency
    and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
    of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
    confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
    with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The aggregate Purchase
    Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust
    Fund;


 


	 	(B)	the fair market
    value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to the Master


 






    A-7-10 


     


    

 


	 	 	Servicer as of a
    date not more than 30 days prior to the last day of the month preceding such Distribution Date;


 


	 	(C)	the reasonable out-of-pocket
    expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special
    Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity
    amounts owed by the Trust Fund; and


 


	 	(D)	if the Mortgaged
    Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the
    pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master Servicer
    in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate


 






    A-7-11 


     


    

 


Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-7-12 


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-A Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class X-A Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 


    A-7-13 


     


    

 





EXHIBIT
A-8


 


FORM
OF CLASS X-B CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


THE
HOLDERS OF THIS CLASS X-B CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS X-B
CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS X-B CERTIFICATES
IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL
AMOUNT OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 




    A-8-1


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


 






    A-8-2


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS X-B


 


	Class
    X-B Pass-Through Rate: Variable3	 	CUSIP:  12528Y
AH6

                            

        ISIN:      US12528YAH62 

	 	 	 
	Original
    Aggregate Notional Amount of the Class X-B Certificates: $140,508,000	 	Initial
    Notional Amount of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    X-B-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class X-B Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate


 





 



 


3
The approximate initial Pass-Through Rate is 0.76850% per annum


 




    A-8-3


     


    

 


administrator
(in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender Services
LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D,
Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and
Class SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing
Agreement are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant
to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms
used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable,
if any, allocable to the Class X-B Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class X-B Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Notional Amount hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The


 




    A-8-4


     


    

“Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 




    A-8-5


     


    

This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized


 




    A-8-6


     


    

denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to


 




    A-8-7


     


    

the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give


 




    A-8-8


     


    

notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or
add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the
requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to
the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;



 

	 	(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any 




    A-8-9


     


    

	 	 	such case without
    the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 

	 	(iii)	adversely affect
    the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;



 

	 	(iv)	change in any manner
    any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage
    Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
    without the consent of such Mortgage Loan Seller; or



 

	 	(v)	amend
    the Servicing Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from
    each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
    or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
    rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
    satisfied with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The
    aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then
    included in the Trust Fund;



 

	 	(B)	the
    fair market value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to
    the Master 




    A-8-10


     


    

 


	 	 	Servicer
    as of a date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 

	 	(C)	the
    reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master
    Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid
    expenses of and indemnity amounts owed by the Trust Fund; and



 

	 	(D)	if
    the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced
    PSA, the pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master
    Servicer in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate


 




    A-8-11


     


    

 


Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-8-12


     


    

IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class X-B Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class X-B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-8-13


     


    

 


EXHIBIT
A-9


 


FORM
OF CLASS A-S CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 




    A-9-1


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-9-2


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS A-S


 


	Class
    A-S Pass-Through Rate: 3.11630%	 	CUSIP:  12528Y AJ2

         

        ISIN:      US12528YAJ29 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class A-S Certificates: $67,243,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    A-S-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class A-S Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the


 




    A-9-3


     


    

 


“Asset
Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class A-S Certificates for such Distribution Date, all as more fully described in the
Pooling and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh
day of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day,
commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class A-S Certificates will be calculated based on a 360-day
year consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 




    A-9-4


     


    

immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 




    A-9-5


     


    

This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized


 




    A-9-6


     


    

denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to


 




    A-9-7


     


    

the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give


 




    A-9-8


     


    

notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or
add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the
requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to
the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;



 

	 	(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any




    A-9-9


     


    

	 	 	such case without
    the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 

	 	(iii)	adversely affect
    the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;



 

	 	(iv)	change in any manner
    any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage
    Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
    without the consent of such Mortgage Loan Seller; or



 

	 	(v)	amend the Servicing
    Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency
    and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
    of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
    confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
    with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The aggregate Purchase
    Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust
    Fund;



 

	 	(B)	the fair market
    value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to the Master 




    A-9-10


     


    

	 	 	Servicer as of a
    date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 

	 	(C)	the reasonable out-of-pocket
    expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special
    Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity
    amounts owed by the Trust Fund; and



 

	 	(D)	if the Mortgaged
    Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the
    pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master Servicer
    in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate


 




    A-9-11


     


    

Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-9-12


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class A-S Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class A-S Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-9-13


     


    

EXHIBIT
A-10


 


FORM
OF CLASS B CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 




    A-10-1


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-10-2


     


    

CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS B


 


	Class
    B Pass-Through Rate: 3.26720%	 	CUSIP:  12528Y AK9

         

        ISIN:      US12528YAK91 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class B Certificates: $36,131,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    B-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class B Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the


 




    A-10-3


     


    

“Asset
Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class B Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day
of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day,
commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class B Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 




    A-10-4


     


    

immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 




    A-10-5


     


    

This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized


 




    A-10-6


     


    

denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to


 




    A-10-7


     


    

the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give


 




    A-10-8


     


    

notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or
add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the
requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to
the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;



 

	 	(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any 




    A-10-9


     


    

	 	 	such case without
    the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 

	 	(iii)	adversely affect
    the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;



 

	 	(iv)	change in any manner
    any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage
    Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
    without the consent of such Mortgage Loan Seller; or



 

	 	(v)	amend the Servicing
    Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency
    and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
    of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
    confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
    with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The aggregate Purchase
    Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust
    Fund;



 

	 	(B)	the fair market
    value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to the Master 




    A-10-10


     


    

	 	 	Servicer as of a
    date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 

	 	(C)	the reasonable out-of-pocket
    expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special
    Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity
    amounts owed by the Trust Fund; and



 

	 	(D)	if the Mortgaged
    Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the
    pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master Servicer
    in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate


 




    A-10-11


     


    

Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-10-12


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class B Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate
of Authentication


 


This
is one of the Class B Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-10-13


     


    

EXHIBIT
A-11


 


FORM
OF CLASS C CERTIFICATE


 


[UNLESS
THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”),
TO THE CERTIFICATE REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE
NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER
USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS
AN INTEREST HEREIN.]1


 


[TRANSFERS
OF THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF
OR SUCH SUCCESSOR’S NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]2


 


THIS
CERTIFICATE DOES NOT REPRESENT AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER
SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR,
ANY DIRECTING HOLDER, THE RISK RETENTION CONSULTATION PARTY, THE UNDERWRITERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE
CERTIFICATES NOR THE UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE
INSURER.


 


PRINCIPAL
PAYMENTS ON THIS CERTIFICATE ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE
OF THIS CERTIFICATE AT ANY TIME MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


THIS
CERTIFICATE IS SUBORDINATE TO ONE OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING
AGREEMENT REFERRED TO HEREIN.


 





 



 


1
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


 


2
Global Certificate legend.


 




    A-11-1


     


    

 


FOR
U.S. FEDERAL INCOME TAX PURPOSES, THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE
INVESTMENT CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 




    A-11-2


     


    

 


CF
2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS C


 


	Class
    C Pass-Through Rate: The WAC Rate less 0.3082%	 	CUSIP:  12528Y AL7

         

        ISIN:      US12528YAL74 

	 	 	 
	Original
    Aggregate Certificate Balance of the Class C Certificates: $37,134,000	 	Initial
    Certificate Balance of this Certificate: $[__]
	 	 	 
	First
    Distribution Date: November 18, 2019	 	Cut-off
    Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019
    (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019,
    the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to
    be due in that month)
	 	 	 
	Assumed
    Final Distribution Date: October 2029	 	No.:
    C-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class C Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by
the Master Servicer and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced
Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as
defined below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions
of the Pooling and Servicing Agreement and is bound thereby.


 


The
Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
the Depositor, KeyBank National Association, as master servicer (in such capacity, the “Master Servicer”) and
a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), custodian and paying
agent, Park Bridge Lender Services LLC, as operating advisor (in such capacity,
the “Operating Advisor”), and Park Bridge Lender Services LLC,
as asset representations reviewer (in such capacity, the


 




    A-11-3


     


    

 


“Asset
Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class
A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class
NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”;
the Holders of Certificates issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This
Certificate represents a “regular interest” in a “real estate mortgage investment conduit”, as those terms
are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this
Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in
accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and other
taxes imposed on or measured by income.


 


The
Certificate Administrator makes no representation or warranty as to any of the statements contained herein or the validity or
sufficiency of the Certificates, the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate
in its limited capacity as Certificate Administrator under the Pooling and Servicing Agreement. In the event that there is any
conflict between any provision of this Certificate and any provision of the Pooling and Servicing Agreement, such provision of
this Certificate shall be superseded to the extent of such inconsistency.


 


Pursuant
to the terms of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate
Administrator, will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination
Date (each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on
the Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then
distributable, if any, allocable to the Class C Certificates for such Distribution Date, all as more fully described in the Pooling
and Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day
of each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day,
commencing in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges
as provided in the Pooling and Servicing Agreement.


 


During
each Interest Accrual Period (as defined below), interest on the Class C Certificates will be calculated based on a 360-day year
consisting of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest
accrued on this Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this
Certificate, if any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement.
The “Interest Accrual Period” means, with respect to any Distribution Date, the calendar month


 




    A-11-4


     


    

 


immediately
preceding the month in which such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All
distributions (other than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose
names the Certificates are registered at the close of business on each Record Date, which will be the last Business Day of the
calendar month immediately preceding the month in which such Distribution Date occurs. Such distributions shall be made on each
Distribution Date other than the Termination Date to each Certificateholder of record at the close of business on the related
Record Date, by wire transfer of immediately available funds to the account of such Holder at a bank or other entity located in
the United States and having appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions
in writing at least five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing
order applicable to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth
therefor in the Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment
and surrender of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or
the Certificate Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any
funds not distributed on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall,
on such date, be set aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as
to which notice of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered
for cancellation within six months after the time specified in such notice, the Certificate Administrator shall mail a second
notice to the remaining non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final
distribution with respect thereto. If within one year after the second notice not all of such Certificates shall have been surrendered
for cancellation, the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining
non-tendering Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust
and of contacting such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within
two years after the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall
distribute to the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator
shall thereafter hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 




    A-11-5


     


    

 


This
Certificate is limited in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage
Loans, as more specifically set forth herein and in the Pooling and Servicing Agreement.


 


As
provided in the Pooling and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s
interest therein and specifically excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage
Loans as from time to time are subject to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so
long as it is subject to the Pooling and Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled
or unscheduled payments on or collections in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after
the Cut-off Date; (iii) the Trust Fund’s interest in any REO Property; (iv) all revenues received in respect of any REO
Property; (v) any Assignments of Leases, Rents and Profits and any security agreements related to the Mortgage Loans or the Trust
Subordinate Companion Loan; (vi) any indemnities or guaranties given as additional security for any Mortgage Loans or the Trust
Subordinate Companion Loan; (vii) a security interest in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts,
Escrow Accounts and Reserve Accounts; (viii) the Loss of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan
Custodial Accounts, the Distribution Accounts, any Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the
Interest Reserve Account, and the Trust’s interest in any REO Account, including any amounts on deposit therein, assets
credited thereto and any reinvestment income, as applicable; (x) a security interest in any environmental indemnity agreements
relating to the Mortgaged Properties; (xi) a security interest in all insurance policies with respect to the Mortgage Loans, the
Trust Subordinate Companion Loan and the Mortgaged Properties; (xii) the rights and remedies under the Mortgage Loan Purchase
Agreements relating to document delivery requirements with respect to the Mortgage Loans and the representations and warranties
of the related Mortgage Loan Seller regarding its Mortgage Loans and, in the case of CCRE, the Trust Subordinate Companion Loan;
(xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of
the foregoing (other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts
and any Reserve Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing
Agreement, withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This
Certificate does not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing
Agreement for the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights,
duties and immunities of the Certificate Administrator.


 


As
provided in the Pooling and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable
or exchangeable only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment
and transfer (executed by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling
and Servicing Agreement. Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article
V of the Pooling and Servicing Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly
authenticate in the name of the designated transferee or transferees, one or more new Certificates in authorized


 




    A-11-6


     


    

 


denominations
of a like aggregate denomination as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate
Registrar in accordance with Article V of the Pooling and Servicing Agreement.


 


Prior
to due presentation of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer,
the Operating Advisor, the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar,
any Paying Agent and any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof
for all purposes, and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee,
the Certificate Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No
fee or service charge shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer
or exchange referred to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited
Investors as provided in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional
Accredited Investor, the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s
counsel’s review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar
as provided in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The
Certificate Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental
charge payable in connection with any such transfer.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the
Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to


 




    A-11-7


     


    

 


the
effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition
of any such tax and (b) such action will not adversely affect in any material respect the interests of any Certificateholder or
Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting
transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by
an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be
subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other
provisions with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any material respect the interests of any Certificateholder or any
holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
with respect to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any
(provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation
may be considered satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing
Agreement to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency,
as evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an
Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC as
a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion
of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion
Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that
such amendment shall not adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x)
an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating
such Certificates; and provided, further, that the Certificate Administrator shall give


 




    A-11-8


     


    

notice
of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website and the
Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate or
add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with the
requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel to
the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The
Pooling and Servicing Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master
Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the
Trustee with the prior written consent of the Holders of Certificates representing not less than a majority of the Percentage
Interests of each Class of Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s
Affiliates and/or agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions
to or changing in any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner
the rights of the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


	 	(i)	reduce in any manner
    the amount of, or delay the timing of, payments received on the Mortgage Loans or Subordinate Companion Loan which are required
    to be distributed on any Certificate, without the consent of the Holders of Certificates representing all of the Percentage
    Interests of the Class or Classes affected thereby or which are required to be distributed to any Companion Loan Noteholders
    without the consent of such Companion Loan Noteholders;



 

	 	(ii)	reduce the aforesaid
    percentage of Certificates of any Class the Holders of which are required to consent to any such amendment or remove the requirement
    to obtain consent of any Companion Loan Noteholder, in any 




    A-11-9


     


    

	 	 	such case without
    the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 

	 	(iii)	adversely affect
    the Voting Rights of any Class of Certificates without the consent of the Holders of all Certificates of such Class then outstanding;



 

	 	(iv)	change in any manner
    any defined term used in any Mortgage Loan Purchase Agreement or the obligations of any Mortgage Loan Seller under such Mortgage
    Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan Seller as a third party beneficiary hereunder,
    without the consent of such Mortgage Loan Seller; or



 

	 	(v)	amend the Servicing
    Standard without the consent of 100% of the Certificateholders or receipt of Rating Agency Confirmation from each Rating Agency
    and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
    of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency
    confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
    with respect to the Certificates).


 


Further,
the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable,
the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its
provisions to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation
AB, and/or any related regulatory actions and/or interpretations.


 


The
Certificateholder owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises
such option, the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an
early termination of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special
Servicer and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice
Date, by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if
applicable, then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage
Loan (or the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


	 	(A)	The aggregate Purchase
    Price of all the Mortgage Loans and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust
    Fund;



 

	 	(B)	the fair market
    value of all REO Property included in the Trust Fund, as determined by an Independent appraiser acceptable to the Master 




    A-11-10


     


    

	 	 	Servicer as of a
    date not more than 30 days prior to the last day of the month preceding such Distribution Date;



 

	 	(C)	the reasonable out-of-pocket
    expenses of the Master Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special
    Servicer, as applicable, is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity
    amounts owed by the Trust Fund; and



 

	 	(D)	if the Mortgaged
    Property secures a Non-Serviced Mortgage Loan and is an REO Property under the terms of the related Non-Serviced PSA, the
    pro rata portion of the fair market value of the related property, as determined by the Non-Serviced Master Servicer
    in accordance with clause (B) above.


 


In
addition, the Pooling and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class
X-B Notional Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of the Voting
Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All
costs and expenses incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with
the purchase of the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section
9.01(c) of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee
and the Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser
pursuant to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The
respective obligations and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator,
the Operating Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with
respect to the Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send
certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision
for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the
Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement
to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate


 




    A-11-11


     


    

Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years
from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless
the Certificate of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this
Certificate shall not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-11-12


     


    

 


IN
WITNESS WHEREOF, the Certificate Administrator has caused this Class C Certificate to be duly executed.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


Certificate
of Authentication


 


This
is one of the Class C Certificates referred to in the Pooling and Servicing Agreement.


 


Dated:
October 17, 2019 


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-11-13


     


    

 


EXHIBIT A-12


 


FORM OF CLASS D [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH






 


 






 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
Global Certificate legend.



 






    A-12-1


     


    

 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE OF A CERTIFICATE IN
DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE
FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN
WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF
COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 



    A-12-2


     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5


 


 




 


5 For Reg S Global Certificates only.


 




    A-12-3


     


    

 


CF 2019-CF2 MORTGAGE TRUSTEE COMMERCIAL
MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS D


 


	Class D Pass-Through Rate:  2.50000%	 	
        CUSIP:    12528Y AT06

        U15808 AD77

        12528Y AU78

         

        ISIN:        US12528YAT019

        USU15808AD7510

        US12528YAU7311

         

	Original Aggregate Certificate Balance of the Class D Certificates:
     $24,087,000	 	Initial Certificate Balance of this Certificate: $[__]
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  October 2029	 	No.: D-[__]


 


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and
the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of 





 


 





 


6
For Rule 144A Certificates


7
For Regulation S Certificates


8
For IAI Certificates


9
For Rule 144A Certificates


10
For Regulation S Certificates


11
For IAI Certificates



 






    A-12-4


     


    

 


the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 



    A-12-5


     


    

 


During each Interest
Accrual Period (as defined below), interest on the Class D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the


 






    A-12-6


     


    

 


Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of


 






    A-12-7


     


    

 


this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such


 






    A-12-8


     


    

 


amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in


 






    A-12-9


     


    

 


the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to 



 



    A-12-10


     


    

 


	 	 	any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 



    A-12-11


     


    

 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-12-12


     


    

 


certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-12-13


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class D Certificate to be duly executed. 


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class
D Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-12-14


     


    

 


EXHIBIT A-13


 


FORM OF CLASS E [RULE 144A] 1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH 








 


 



 





1
For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.


4
Global Certificate legend.



 






    A-13-1


     


    

 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 



    A-13-2


     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5


 


 






 


5 For
Reg S Global Certificates only.


 




    A-13-3


     


    

 


CF 2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS E


 


	Class E Pass-Through Rate: 2.50000%	 	
        CUSIP:    12528Y AV56

        U15808 AE57

        12528Y AW38

         

        ISIN:        US12528YAV569

USU15808AE5810

US12528YAW3011 

	 	 	 
	Original Aggregate Certificate Balance of the
    Class E Certificates:  $18,066,000	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	 	 	 
	Assumed Final Distribution Date:  October 2029	 	No.: E-[__]


 


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class E Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and
the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of 








 


 






 


6
For Rule 144A Certificates 


7
For Regulation S Certificates 


8
For IAI Certificates 


9
For Rule 144A Certificates 


10
For Regulation S Certificates 


11
For IAI Certificates


 







    A-13-4


     


    

 


the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class E Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 



    A-13-5


     


    

 


During each Interest
Accrual Period (as defined below), interest on the Class E Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the


 






    A-13-6


     


    

 


Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of


 






    A-13-7


     


    

 


this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such


 






    A-13-8


     


    

 


amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in


 






    A-13-9


     


    

 


the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to 



 



    A-13-10


     


    

 


	 	 	any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 



    A-13-11


     


    

 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-13-12


     


    

 


certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-13-13


     


    

   


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class E Certificate to be duly executed. 


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


Certificate of Authentication


 


This is one of the Class
E Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-13-14


     


    

 


EXHIBIT A-14


 


FORM OF CLASS F [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH 


 


 









 


1
For Rule 144A Global Certificates only. 


2
For Reg S Global Certificates only. 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


4
Global Certificate legend.


 






    A-14-1


     


    

 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 



    A-14-2


     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in
a non-exempt violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED
EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT
THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’
CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR
AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975
(OR A VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE


 






    A-14-3


     


    

 


SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET
REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of SUCH Certificate will not result in
a non-exempt violation of SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5


 


 






 


5
For Reg S Global Certificates only.


 




    A-14-4


     


    

 


CF 2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS F


 


	Class F Pass-Through Rate:  The lesser of the WAC Rate and 3.00000%	 	
        CUSIP:    12528Y AX16

        U15808 AF27

        12528Y AY98

         

        ISIN:        US12528YAX139

        USU15808AF2410

        US12528YAY9511

         

	Original Aggregate Certificate Balance of the Class F Certificates:  $19,069,000	 	Initial Certificate Balance of this Certificate: $[__]
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  October 2029	 	No.: F-[__]


 


This certifies that
[_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with
respect to the Class F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage
Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and
the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The
Holder of this Certificate, by virtue of 








 


 



 


6
For Rule 144A Certificates


7
For Regulation S Certificates


8
For IAI Certificates


9
For Rule 144A Certificates



10
For Regulation S Certificates


11
For IAI Certificates




 



    A-14-5


     


    

 


the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 



    A-14-6


     


    

 


During each Interest
Accrual Period (as defined below), interest on the Class F Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the


 






    A-14-7


     


    

 


Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of


 






    A-14-8


     


    

 


this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such


 






    A-14-9


     


    

 


amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in


 






    A-14-10


     


    

 


the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to 



 



    A-14-11


     


    

 


	 	 	any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 



    A-14-12


     


    

 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-14-13


     


    

 


certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-14-14


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class F Certificate to be duly executed. 


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


Certificate of Authentication


 


This is one of the Class
F Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 






    A-14-15


     


    

 


EXHIBIT A-15


 


FORM OF CLASS G [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 


 









 


1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
Global Certificate legend.



 






    A-15-1


     


    

 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 



    A-15-2


     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in
a non-exempt violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED
EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT
THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’
CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR
AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975
(OR A VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE


 






    A-15-3


     


    

 


SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET
REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of SUCH Certificate will not result in
a non-exempt violation of SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5


 


 




 


5
For Reg S Global Certificates only.


 




    A-15-4


     


    

 


CF 2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS G


 


	Class G Pass-Through Rate:  The lesser of the WAC Rate and 3.00000%	 	
        CUSIP:    12528Y AZ6 6

        U15808 AG0 7

        12528Y BA0 8

         

        ISIN:        US12528YAZ60 9

        USU15808AG07 10

        US12528YBA0111

         

	Original Aggregate Certificate Balance of the
    Class G Certificates:  $8,029,000	 	Initial Certificate Balance of this Certificate: $[__]
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  October 2029	 	No.: G -[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans and
the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties and
held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer and
the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Trust
Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of


 


 







 


6
For Rule 144A Certificates


7
For Regulation S Certificates


8
For IAI Certificates


9
For Rule 144A Certificates


10
For Regulation S Certificates



11
For IAI Certificates


 







    A-15-5


     


    

 


the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 



    A-15-6


     


    

 


During each Interest
Accrual Period (as defined below), interest on the Class G Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the


 






    A-15-7


     


    

 


Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of


 






    A-15-8


     


    

 


this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such


 






    A-15-9


     


    

 


amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in


 






    A-15-10


     


    

 


the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to 



 



    A-15-11


     


    

 


	 	 	any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 



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		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-15-13


     


    

 


certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




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IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class G Certificate to be duly executed. 


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class
G Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-15-15


     


    

 


EXHIBIT A-16


 


FORM OF CLASS X-D [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 


 




 


1 For Rule 144A Global Certificates only.


2
For Reg S Global Certificates only.


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.



4
Global Certificate legend.


 




    A-16-1


     


    

 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE HOLDERS OF THIS CLASS X-D CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS X-D CERTIFICATES IS EQUAL TO AN AMOUNT AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE


 






    A-16-2


     


    

 


OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 





TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5


 


 




 


5
For Reg S Global Certificates only.


 






    A-16-3


     


    

 




 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS X-D


 


	Class X-D Pass-Through Rate:  Variable6	 	
        CUSIP:    12528Y AM57

        U15808 AA38

        12528Y AN39

        

        

         

        ISIN:        US12528YAM5710

        USU15808AA3711

        US12528YAN3112

         

	Original Aggregate Notional Amount of the Class X-D
    Certificates:  $42,153,000	 	Initial Notional Amount of this Certificate:  $[__]
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  October 2029	 	No.:  X-D-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-D Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than


 


 






 


6
The approximate initial Pass-Through Rate is 1.60290% per annum 





7
For Rule 144A Certificates 


8
For Regulation S Certificates 


9
For IAI Certificates 


10
For Rule 144A Certificates


11
For Regulation S Certificates



12
For IAI Certificates



 






    A-16-4


     


    

 


in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the
Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-D Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such


 






    A-16-5


     


    

 


eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-D Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Amount hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate


 






    A-16-6


     


    

 


Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights,


 






    A-16-7


     


    

 


benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts


 






    A-16-8


     


    

 


or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor


 






    A-16-9


     


    

 


Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 



    A-16-10


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the
Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset
Representations Reviewer and the Trustee, at any time and from time to time, without the consent of the Certificateholders
or, if applicable, the Serviced Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify,
eliminate or add to any of its provisions to the extent necessary to comply with the Investment Company Act of 1940, as
amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if


 







    A-16-11


     


    




 


applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 



    A-16-12


     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-16-13


     


    

 


IN WITNESS WHEREOF, the Certificate Administrator
has caused this Class X-D Certificate to be duly executed. 


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 


Certificate of Authentication


 


This is one of the Class X-D
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019 


	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




    A-16-14


     


    


 


EXHIBIT A-17


 


FORM OF CLASS X-F [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 



 


1
                                         For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
Global Certificate legend.



 






    A-17-1


     


    

 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE HOLDERS OF THIS CLASS X-F CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS X-F CERTIFICATES IS EQUAL TO AN AMOUNT AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE


 






    A-17-2


     


    

 


OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in
a non-exempt violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED
EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT
THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’
CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR
AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975
(OR A VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE
ADMINISTRATOR,


 






    A-17-3


     


    

 


THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET
REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of SUCH Certificate will not result in
a non-exempt violation of SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5




 


 





 



 


5
For Reg S Global Certificates only.


 






    A-17-4


     


    

 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS X-F


 


	Class X-F Pass-Through Rate:  Variable6	 	
        CUSIP:    12528Y
AP87

                         U15808 AB18

                         12528Y
AQ69




         

        ISIN:       US12528YAP8810

                        USU15808AB1011

                        US12528YAQ6112

	 	 	 
	Original Aggregate Notional Amount of the Class X-F Certificates:  $19,069,000	 	Initial Notional Amount of this Certificate:  $[__]
	 	 	 
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	 	 	 
	Assumed Final Distribution Date:  October 2029	 	No.:  X-F-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-F Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than


 





 



 


6
 The approximate initial Pass-Through Rate is 1.10290% per annum. 


7
 For Rule 144A Certificates





8
 For Regulation S Certificates 


9
 For IAI Certificates





10
 For Rule 144A Certificates 


11
 For Regulation S Certificates





12
 For IAI Certificates



 






    A-17-5


     


    

 


in
the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created,
and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-F Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such


 






    A-17-6


     


    

 


eleventh
day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-F Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Amount hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate


 






    A-17-7


     


    

 


Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights,


 






    A-17-8


     


    

 


benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts


 






    A-17-9


     


    

 


or
any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day
prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of
any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that
such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee;
(vi) to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion
of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect
to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control Termination Event has not occurred
and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status of the Grantor


 






    A-17-10


     


    

 


Trust as a grantor trust under the relevant provisions
of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of
any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify,
eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply
with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion
of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and
(xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 






    A-17-11


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if


 






    A-17-12


     


    

 


applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 






    A-17-13


     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-17-14


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-F Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class X-F
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




    A-17-15


     


    


 


EXHIBIT A-18


 


FORM OF CLASS X-G [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 



 


1
                                          For Rule 144A Global Certificates only. 


2
 For Reg S Global Certificates only.





3
 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


4
 Global Certificate legend.



 






    A-18-1


     


    


 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE HOLDERS OF THIS CLASS X-G CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS X-G CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS X-G CERTIFICATES IS EQUAL TO AN AMOUNT AS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE


 






    A-18-2


     


    

 


OUTSTANDING NOTIONAL AMOUNT OF THIS CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in
a non-exempt violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED
EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT
THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’
CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR
AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975
(OR A VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE
ADMINISTRATOR,


 






    A-18-3


     


    

 


THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET
REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of SUCH Certificate will not result in
a non-exempt violation of SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5




 


 





 



 


5
 For Reg S Global Certificates only.


 



    A-18-4


     


    




 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS X-G


 


	Class X-G Pass-Through Rate:  Variable6	 	
        CUSIP:    12528Y AR47

                         U15808 AC98

                         12528Y AS29

        

        

         

        ISIN:       US12528YAR4510

                 USU15808AC9211

                 US12528YAS2812 

	 	 	 
	Original Aggregate Notional Amount of the Class X-G Certificates:  $8,029,000	 	Initial Notional Amount of this Certificate:  $[__]
	 	 	 
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	 	 	 
	Assumed Final Distribution Date:  October 2029	 	No.:  X-G-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class X-G Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than


 





 



 


6
 The approximate initial Pass-Through Rate is 1.10290% per annum.





7
 For Rule 144A Certificates





8
 For Regulation S Certificates





9
 For IAI Certificates





10
 For Rule 144A Certificates





11
 For Regulation S Certificates





12
 For IAI Certificates



 






    A-18-5


     


    

 


in
the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer and the Special Servicer. The Trust Fund was created,
and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Trust Subordinate Companion Loan are to be serviced,
pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate, by virtue of the acceptance
hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class X-G Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such


 






    A-18-6


     


    

 


eleventh
day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November 2019. Holders
of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing
Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class X-G Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Amount hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate


 






    A-18-7


     


    

 


Administrator
under the Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the
termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or
be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator
as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance
with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted
Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights,


 






    A-18-8


     


    

 


benefits,
obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and immunities of the Certificate
Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts


 






    A-18-9


     


    

 


or
any REO Account; provided that (a) the Master Servicer Remittance Date shall in no event be later than the Business Day
prior to the related Distribution Date and (b) such change shall not adversely affect in any material respect the interests of
any Certificateholder, as evidenced in writing by an Opinion of Counsel at the expense of the party requesting such amendment
or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect to such amendment; (iv) to modify, eliminate
or add to any of its provisions to such extent as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC
or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that any Certificate is outstanding,
or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at the expense of the party requesting
such amendment) to the effect that (a) such action is necessary or desirable to maintain such qualification or to avoid or
minimize the risk of the imposition of any such tax and (b) such action will not adversely affect in any material respect
the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or add to any provision of the Pooling
and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that
such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders
(other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that is not a Permitted Transferee;
(vi) to revise or add any other provisions with respect to matters or questions arising under the Pooling and Servicing Agreement
or any other change; provided that the required action shall not adversely affect in any material respect the interests
of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing
by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend or supplement
any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings assigned to
each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating Agencies
and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion
of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect
to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control Termination Event has not occurred
and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely
affect the status of any Trust REMIC as a REMIC or the status of the Grantor


 






    A-18-10


     


    

 


Trust as a grantor trust under the relevant provisions
of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation
and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that
such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5
of the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of
any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of
Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate
Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify,
eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply
with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion
of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and
(xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary
to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii)
or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 






    A-18-11


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if


 






    A-18-12


     


    

 


applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 






    A-18-13


     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-18-14


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class X-G Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class X-G
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 




    A-18-15


     


    


 


EXHIBIT A-19


 


FORM OF CLASS S CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 






    A-19-1


     


    


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SPONSORS, THE INITIAL PURCHASERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE PAYING AGENT, THE CUSTODIAN, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE
FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT.


 




    A-19-2


     


    


 


CF 2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS S


 


	No.: S-1	 	Percentage Interest: [_____]%
	 	 	 
	 	 	
        CUSIP:   12528Y BW21

                        12528Y BX02

         

        ISIN:       US12528YBW213

                        US12528YBX044

         



This certifies that [              ]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class S Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans and the
Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties and held
in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer and the
Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Trust
Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents a beneficial
interest in a grantor trust under subpart E, part I of subchapter J of the Internal Revenue Code of 1986, as amended (the “Code”),
which portion


 





 



 


1
 For Rule 144A Certificates





2
 For IAI Certificates





3
 For Rule 144A Certificates





4
 For IAI Certificates



 






    A-19-3


     


    

 


includes
the Excess Interest collected on the ARD Loans and amounts held from time to time in the Excess Interest Distribution Account. 
Each Holder of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of,
this Certificate in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise
taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class S Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering


 






    A-19-4


     


    

 


Certificateholders
to surrender their Certificates for cancellation to receive the final distribution with respect thereto. If within one year after
the second notice not all of such Certificates shall have been surrendered for cancellation, the Certificate Administrator may,
directly or through an agent, take appropriate steps to contact the remaining non-tendering Certificateholders concerning surrender
of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be
paid out of such funds. Subject to state laws regarding escheatment, if within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator all amounts
distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and
the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution
of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount
held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Any
such amounts transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized
from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan;


 






    A-19-5


     


    

 


(xiii)
the Lower-Tier Regular Interests; (xiv) the Trust Subordinate Companion Loan Regular Interests; and (xv) the proceeds of the foregoing
(other than any interest earned on deposits in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve
Accounts, to the extent such interest belongs to the related Borrower). As provided in the Pooling and Servicing Agreement, withdrawals
may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee


 






    A-19-6


     


    

 


without
the consent of any of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct
any manifest error; (ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform
or be consistent with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the


 






    A-19-7


     


    

 


interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than
an Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with
the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel
to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the


 






    A-19-8


     


    

 


Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written consent of the
Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates affected
thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents) and each
Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or
the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the


 






    A-19-9


     


    

 


Investment
Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans
and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included
in the Trust Fund, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master
Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special Servicer, as applicable,
is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust
Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage
Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value
of the related property, as determined by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing


 






    A-19-10


     


    

 


Agreement
by giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-19-11


     


    


 


IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class S Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class S
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-19-12


     


    


 


EXHIBIT A-20


 


FORM OF CLASS R CERTIFICATE


 


THIS CERTIFICATE DOES NOT REPRESENT
AN OBLIGATION OF OR INTEREST IN THE DEPOSITOR, THE SPONSORS, THE INITIAL PURCHASERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE OPERATING ADVISOR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE, THE PAYING AGENT, THE CUSTODIAN, THE ASSET REPRESENTATIONS REVIEWER,
THE RISK RETENTION CONSULTATION PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING MORTGAGE
LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


FOR FEDERAL INCOME TAX PURPOSES, THIS
CERTIFICATE REPRESENTS A “RESIDUAL INTEREST” IN EACH OF THREE “REAL ESTATE MORTGAGE INVESTMENT CONDUITS”
AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN SECTIONS 860G(a)(2) AND 860D OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE
“CODE”). A TRANSFEREE OF THIS CERTIFICATE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS CERTIFICATE SUBJECT
TO CERTAIN RESTRICTIONS ON TRANSFERABILITY, AS SET FORTH IN SECTION 5.02(l) OF THE POOLING AND SERVICING AGREEMENT, AND SHALL BE
REQUIRED TO FURNISH AN AFFIDAVIT TO THE TRANSFEROR AND THE CERTIFICATE ADMINISTRATOR TO THE EFFECT THAT, AMONG OTHER THINGS, (A)
IT IS NOT A DISQUALIFIED ORGANIZATION, AS SUCH TERM IS DEFINED IN SECTION 860E(e)(5) OF THE CODE, OR AN AGENT (INCLUDING A BROKER,
NOMINEE OR OTHER MIDDLEMAN) FOR SUCH DISQUALIFIED ORGANIZATION AND IS OTHERWISE A PERMITTED TRANSFEREE, (B) IT WILL NOT CAUSE INCOME
WITH RESPECT TO THIS CERTIFICATE TO BE ATTRIBUTABLE TO A FOREIGN PERMANENT ESTABLISHMENT OR FIXED BASE, WITHIN THE MEANING OF AN
APPLICABLE INCOME TAX TREATY, OF SUCH PERSON OR ANY OTHER U.S. TAX PERSON, (C) IT HAS HISTORICALLY PAID ITS DEBTS AS THEY HAVE
COME DUE AND INTENDS TO CONTINUE TO PAY ITS DEBTS AS THEY COME DUE IN THE FUTURE, (D) IT INTENDS TO PAY ANY TAXES ASSOCIATED WITH
HOLDING THIS CERTIFICATE AS THEY BECOME DUE, (E) IT UNDERSTANDS THAT IT MAY INCUR TAX LIABILITIES WITH RESPECT TO THIS CERTIFICATE
IN EXCESS OF CASH FLOWS GENERATED HEREBY 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


 






    A-20-1


     


    


 


TRANSFERS WILL NOT BE DISREGARDED, THE TRANSFEROR MAY BE REQUIRED, AMONG OTHER THINGS, TO SATISFY
ITSELF AS TO THE FINANCIAL CONDITION OF THE PROPOSED TRANSFEREE AND EITHER TO PAY A SPECIFIED AMOUNT TO THE PROPOSED TRANSFEREE
OR TRANSFER TO AN ELIGIBLE TRANSFEREE AS PROVIDED IN REGULATIONS.


 


THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE
HEREOF, IS DEEMED TO HAVE AGREED TO CONSENT (A) TO THE DESIGNATION OF THE CERTIFICATE ADMINISTRATOR AS THE “PARTNERSHIP REPRESENTATIVE”
WITHIN THE MEANING OF CODE SECTION 6223 (TO THE EXTENT SUCH PROVISION IS APPLICABLE TO THE TRUST REMICS) OF EACH TRUST REMIC PURSUANT
TO SECTION 4.04 OF THE POOLING AND SERVICING AGREEMENT AND (B) TO THE CERTIFICATE ADMINISTRATOR MAKING ANY ELECTIONS ALLOWED TO
AVOID (I) THE APPLICATION OF CODE SECTION 6221 TO THE TRUST REMIC AND (II) PAYMENT BY THE TRUST REMIC UNDER CODE SECTION 6225 OF
ANY TAX, PENALTY, INTEREST OR OTHER AMOUNT IMPOSED UNDER THE CODE THAT WOULD OTHERWISE BE IMPOSED ON THE HOLDERS OF THE CLASS R
CERTIFICATES.


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT OR (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, AND
(B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT.


 






    A-20-2


     


    

 


THIS CERTIFICATE MAY ONLY BE TRANSFERRED
TO AND OWNED BY A QUALIFIED INSTITUTIONAL BUYER.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED (“ERISA”), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”),
OR A GOVERNMENTAL PLAN, AS DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR
LAW”) WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FOREGOING PROVISIONS OF ERISA OR THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH INCLUDE ASSETS OF PLANS (OR WHICH ARE DEEMED PURSUANT
TO ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS) OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF
ANY SUCH PLAN. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED TO DELIVER A LETTER IN THE
FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT. 


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 




    A-20-3


     


    


 


CF 2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS R


 


	No.: R-[__]	 	Percentage Interest: [____]%
	 	 	 
	 	 	
        CUSIP:   12528Y BV4

         

        ISIN:       US12528YBV48

         



This certifies that [_______]
is the registered owner of the Percentage Interest evidenced by this Certificate in the Class R Certificates issued by the Trust
Fund. The Class R Certificateholder is not entitled to interest or principal distributions. The Class R Certificateholder
will be entitled to receive the proceeds of the remaining assets of the Upper-Tier REMIC, if any, on the final Distribution Date
for the Certificates, after distributions in respect of any accrued but unpaid interest on the Certificates and after distributions
in reduction of principal balance have reduced the principal balances of the Certificates to zero. It is not anticipated that there
will be any assets remaining in the Upper-Tier REMIC or Trust Fund on the final Distribution Date following the distributions on
the Regular Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans and the Trust
Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties and held in trust
by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer and the Special
Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Trust Subordinate
Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of this Certificate,
by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and
is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Class R Certificate
represents a “residual interest” in each of three “real estate mortgage investment conduits”, as those
terms are defined, respectively, in Sections 860G(a)(2) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder
of this Certificate, by acceptance hereof, agrees to treat, and take no action inconsistent with the treatment of, this


 






    A-20-4


     


    

 


Certificate
in accordance with the preceding sentence for purposes of federal income taxes, state and local income and franchise taxes and
other taxes imposed on or measured by income. The Certificate Administrator shall be the “partnership representative”
of each Trust REMIC (within the meaning of Code Section 6223, to the extent such provision is applicable to the Trust REMICs).
The Certificate Administrator shall make any elections allowed under the Code (i) to avoid the application of Section 6221 of
the Code (or successor provision) to any Trust REMIC and (ii) to avoid payment by any Trust REMIC under Section 6225 of the Code
of any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on any holder of any residual
interest of any Trust REMIC, past or present. Each Holder of a Percentage Interest in the Class R Certificates, by acceptance
hereof, is deemed to agree to any such elections and to the Certificate Administrator’s acting as “partnership representative”
of each Trust REMIC that can be designated under the Code.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning


 






    A-20-5


     


    

 


surrender
of their Certificates. The costs and expenses of holding such funds in trust and of contacting such Certificateholders shall be
paid out of such funds. Subject to state laws regarding escheatment, if within two years after the second notice any such Certificates
shall not have been surrendered for cancellation, the Paying Agent shall distribute to the Certificate Administrator all amounts
distributable to the Holders thereof, and the Certificate Administrator shall thereafter hold such amounts for the benefit of
such Holders until the earlier of (i) its termination as Certificate Administrator under the Pooling and Servicing Agreement and
the transfer of such amounts to a successor Certificate Administrator and (ii) the termination of the Trust Fund and distribution
of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to any Certificateholder on any amount
held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result of such Certificateholder’s
failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling and Servicing Agreement. Any
such amounts transferred to the Certificate Administrator may be invested in Permitted Investments and all income and gain realized
from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing


 






    A-20-6


     


    

 


Agreement,
withdrawals may be made from certain of the above accounts for purposes other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or


 






    A-20-7


     


    

 


Loan-Specific
Private Placement Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct
or supplement any provisions of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent
with any other provisions of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or
nature of deposits in the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master
Servicer Remittance Date shall in no event be later than the Business Day prior to the related Distribution Date and (b) such
change shall not adversely affect in any material respect the interests of any Certificateholder, as evidenced in writing by an
Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from
each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as
shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the
relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee


 






    A-20-8


     


    

 


and, with respect to any Serviced Mortgage Loan other than
an Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such action will not result
in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act;
provided that such amendment shall not adversely affect in any material respects the interests of any Certificateholders,
as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation
from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator shall
give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s Website
and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify, eliminate
or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply with
the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion of counsel
to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify,
eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply with
the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the Depositor,
the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5
Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not adversely
affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto,
as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder
of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment
cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or
the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each


 






    A-20-9


     


    

 


Serviced
Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders or
the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and


 






    A-20-10


     


    

 


if
the Special Servicer does not exercise such option, the Master Servicer may effect an early termination of the Trust Fund, upon
not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and the Master Servicer
any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date, by purchasing on such date
all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable, then included in the
Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or the Trust Subordinate
Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans
and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in
the Trust Fund, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master
Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special Servicer, as applicable,
is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust
Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage
Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value
of the related property, as determined by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)


 






    A-20-11


     


    

 


of
the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-20-12


     


    


 



IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class R Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class R
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 




    A-20-13


     


    


 


EXHIBIT A-21


 


FORM OF CLASS NR-RR [RULE 144A]
1 [REG S]2
CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE
OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED, RESOLD,
PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1) PURSUANT
TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR THAT
THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM THE
HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3)
(EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 



 


1
                                          For Rule 144A Global Certificates only.





2
 For Reg S Global Certificates only.





3
 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
 Global Certificate legend.



 






    A-21-1


     


    

 


ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE SPONSORS, THE MORTGAGE LOAN SELLERS, THE MASTER SERVICER, THE SPECIAL SERVICER,
THE TRUSTEE, THE OPERATING ADVISOR, THE ASSET REPRESENTATIONS REVIEWER, THE CERTIFICATE ADMINISTRATOR, THE DIRECTING HOLDER, THE
RISK RETENTION CONSULTATION PARTY, THE INITIAL PURCHASERS OR ANY OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE
UNDERLYING MORTGAGE LOANS ARE INSURED OR GUARANTEED BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 






    A-21-2


     


    

 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 OF THE CODE (EACH, A
“PLAN”), OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S
INVESTMENT IN THE COLLECTIVE INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY
SECTION 3(42) OF ERISA), AN INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO
ERISA OR ANY SIMILAR LAW TO INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY
SUCH PLAN, OTHER THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND
THE SUBSEQUENT HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS
OF SECTIONS 406 AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in
a non-exempt violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED
EITHER (I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT
THE TRANSFEREE IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’
CERTIFICATES OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR
AND THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT
CONSTITUTE OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975
(OR A VIOLATION OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE


 






    A-21-3


     


    

 


SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE
ADMINISTRATOR, THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASERS, THE UNDERWRITERS OR THE ASSET
REPRESENTATIONS REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE”
THAT IS A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT
THAT IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER
THAN AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT
HOLDING OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406
AND 407 OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, in
the case of a Plan subject to Similar Law, where its acquisition, holding and disposition of SUCH Certificate will not result in
a non-exempt violation of SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


THIS CERTIFICATE IS
INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED
UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,
TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
THE INITIAL PURCHASER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR
AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5


 





 



 


5
 For Reg S Global Certificates only.


 




    A-21-4


     


    


 


CF 2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE

PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS NR-RR


 


	Class NR-RR Pass-Through Rate: The WAC Rate	 	
        CUSIP:    12528Y BB86

                         U15808 AH87

                         12528Y BC68

         

        ISIN:        US12528YBB839

                 USU15808AH8910

                 US12528YBC6611 

	 	 	 
	Original Aggregate Certificate Balance of the Class NR-RR Certificates:
     $31,113,052	 	Initial Certificate Balance of this Certificate: $[__]
	 	 	 
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	 	 	 
	Assumed Final Distribution Date:  October 2029	 	No.: NR-RR-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class NR-RR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the
Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of


 





 



 


6
 For Rule 144A Certificates





7
 For Regulation S Certificates





8
 For IAI Certificates





9
 For Rule 144A Certificates





10
 For Regulation S Certificates





11
 For IAI Certificates



 






    A-21-5


     


    

 


the
acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”),
and Park Bridge Lender Services LLC, as asset representations reviewer (in such
capacity, the “Asset Representations Reviewer”) evidences the issuance of the Class A-1, Class A-2, Class A-SB,
Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class C, Class X-D, Class X-F, Class X-G, Class D, Class
E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class SWD, Class SWE, Class SWRR, Class SWX1 and Class
SWX2 Certificates (the “Certificates”; the Holders of Certificates issued under the Pooling and Servicing Agreement
are collectively referred to herein as “Certificateholders”). This Certificate is issued pursuant to, and in
accordance with, the terms of the Pooling and Servicing Agreement. To the extent not defined herein, capitalized terms used herein
shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class NR-RR Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing
in November 2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.


 






    A-21-6


     


    

 


During each Interest
Accrual Period (as defined below), interest on the Class NR-RR Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the


 






    A-21-7


     


    

 


Certificate
Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof
in accordance with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested
in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of


 






    A-21-8


     


    

 


this
Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed by the Holder or his
duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement. Upon surrender for
registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing Agreement,
the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the designated
transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination as the Certificate
being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article V of the Pooling
and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such


 






    A-21-9


     


    

 


amendment;
(iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the qualification of
any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at all times that
any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any Trust REMIC
or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of Counsel (at
the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to maintain
such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or
add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any
Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to
a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions arising
under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect
in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting
thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced
by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates);
(vii) to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any
material respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting
thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17
(with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor,
the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as
an applicable Control Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that
the commercial mortgage backed securities industry standard for such provisions has changed, in order to conform to such industry
standard, (b) such modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor
Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating
Agency has delivered a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable
rating agencies have delivered a confirmation that such action will not result in the downgrade, withdrawal or qualification of
its then-current ratings (provided that such rating agency confirmation may be considered satisfied in


 






    A-21-10


     


    

 


the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures
of this Agreement relating to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not
adversely affect in any material respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel
or (y) if any Certificate is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates;
and provided, further, that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information
Provider for posting to the 17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice
to the Certificate Administrator’s Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and
Servicing Agreement (i) to such extent as will be necessary to comply with the requirements of the Credit Risk Retention Rules,
as evidenced by an Opinion of Counsel, or (ii) 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
the Trustee and Certificate Administrator have received an opinion of counsel to the effect the action is consistent with and
will not cause a violation of the Credit Risk Retention Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling
and Servicing Agreement to such extent as would be necessary to comply with the requirements for use of Form SF-3 in registered
offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv); provided that any amendment pursuant to clauses
(i) through (xi) (a) shall not materially increase the obligations of the Depositor, the Trustee, the Paying Agent, the Certificate
Administrator, the Operating Advisor, the Asset Representations Reviewer, the 17g-5 Information Provider, the Master Servicer
or the Special Servicer without such party’s consent; and (b) shall not adversely affect in any material respect the interests
of any Certificateholder or Serviced Companion Loan Noteholder not consenting thereto, as evidenced in the case of clauses (iii)
through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of a Certificateholder of a rated Class, receipt of
a Rating Agency Confirmation from each applicable Rating Agency. In no event shall any such amendment cause the Lower-Tier REMIC,
the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify as a REMIC or the Grantor Trust to fail
to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to 



 






    A-21-11


     


    

 


any
Companion Loan Noteholders without the consent of such Companion Loan Noteholders;


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 






    A-21-12


     


    

 


		(A)	The aggregate Purchase Price of all the Mortgage Loans
and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in
the Trust Fund, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master
Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special Servicer, as applicable,
is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust
Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage
Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value
of the related property, as determined by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-21-13


     


    

 


certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate
upon payment (or provision for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held
by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the
Mortgage Loans, the Trust Subordinate Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance
with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates
for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of
(a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate
Companion Loan, if applicable, or (b) the final payment, liquidation and disposition pursuant to the Pooling and Servicing
Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and
Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-21-14


     


    


 



IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class NR-RR Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class NR-RR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory


 




    A-21-15


     


    


 


EXHIBIT A-22


 


FORM OF CLASS SWA [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 



 


1
                                          For Rule 144A Global Certificates only.





2
 For Reg S Global Certificates only.





3
 Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
 Global Certificate legend.



 






    A-22-1


     


    


 


ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT
ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, OR (4) TO INSTITUTIONS THAT ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE INITIAL PURCHASER, THE BORROWERS, THE SPONSORS, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    A-22-2


     


    

 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5




 


 





 



 


5
 For Reg S Global Certificates only.


 






    A-22-3


     


    

 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS SWA


 


	Class SWA Pass-Through Rate:  3.92360%	 	
        CUSIP:    12528Y BD46

                         U15808 AJ47

                         12528Y BE28

        

        

         

        ISIN:        US12528YBD409

                 USU15808AJ4610

                 US12528YBE2311

	 	 	 
	Original Aggregate Certificate Balance of the Class SWA Certificates:  $10,200,000	 	Initial Certificate Balance of this Certificate:  $[__]
	 	 	 
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	 	 	 
	Assumed Final Distribution Date:  September 2029	 	No.:  SWA-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class SWA Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced


 





 



 


6
 For Rule 144A Certificates





7
 For Regulation S Certificates 


8
 For IAI Certificates





9
 For Rule 144A Certificates 


10
For Regulation S Certificates





11
 For IAI Certificates



 






    A-22-4


     


    

 


Mortgage
Loans) and the Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined
below). The Holder of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of
the Pooling and Servicing Agreement and is bound thereby.



 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class SWA Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing
in November 2019. Holders of this Certificate may be


 






    A-22-5


     


    

 


entitled
to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class SWA Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a


 






    A-22-6


     


    

 


successor
Certificate Administrator and (ii) the termination of the Trust Fund and distribution of such amounts to the Class R Certificateholders.
No interest shall accrue or be payable to any Certificateholder on any amount held under the Pooling and Servicing Agreement or
by the Certificate Administrator as a result of such Certificateholder’s failure to surrender its Certificate(s) for final
payment thereof in accordance with the Pooling and Servicing Agreement. Any such amounts transferred to the Certificate Administrator
may be invested in Permitted Investments and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






    A-22-7


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in


 






    A-22-8


     


    

 


writing
by an Opinion of Counsel at the expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation
from each Rating Agency with respect to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent
as shall be necessary to maintain the qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under
the relevant provisions of the Code at all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition
of any tax on the Trust Fund or any Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator
have received an Opinion of Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action
is necessary or desirable to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and
(b) such action will not adversely affect in any material respect the interests of any Certificateholder or Companion Loan
Noteholder; (v) to modify, eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the
Class R Certificates; provided the Depositor has determined that such change shall not, as evidenced by an Opinion
of Counsel, cause the Trust Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to
a federal tax caused by a Transfer to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions
with respect to matters or questions arising under the Pooling and Servicing Agreement or any other change; provided that
the required action shall not adversely affect in any material respect the interests of any Certificateholder or any holder of
a Serviced Pari Passu Companion Loan not consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of
the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect
to such amendment or supplement and confirmation of the applicable rating agencies that such action will not result in the downgrade,
withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided
that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered
satisfied with respect to the Certificates); (vii) to amend or supplement any provision of the Pooling and Servicing Agreement
to the extent necessary to maintain the then-current ratings assigned to each Class of Certificates by each Rating Agency, as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies and confirmation of the applicable rating agencies
that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related
to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner
as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); provided that such amendment
or supplement shall not adversely affect in any material respect the interests of any Certificateholder (including, for avoidance
of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion of Counsel; (viii) to modify the provisions of
Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement
Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect to any Serviced Mortgage Loan other than
an Excluded Loan and for so long as an applicable Control Termination Event has not occurred and is not continuing, the Directing
Certificateholder, determine that the commercial mortgage backed securities industry standard for such provisions has changed,
in order to conform to such industry standard, (b) such modification does not adversely affect the status of any Trust REMIC
as a REMIC or the status of the Grantor Trust as a grantor trust under the relevant provisions of the Code, as evidenced by an
Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with regard to any class of
Serviced Companion Loan Securities, the applicable rating agencies have delivered


 






    A-22-9


     


    

 


a
confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may
be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance
with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material respects
the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then
rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and
(b) shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier
REMIC to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the 



 






    A-22-10


     


    

 


Holders
of Certificates representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to
be distributed to any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;


 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 






    A-22-11


     


    

 


		(A)	The aggregate Purchase Price of all the Mortgage Loans
and the Trust Subordinate Companion Loan (exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in
the Trust Fund, as determined by an Independent appraiser acceptable to the Master Servicer as of a date not more than 30 days
prior to the last day of the month preceding such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master
Servicer and the Special Servicer related to such purchase, unless the Master Servicer or the Special Servicer, as applicable,
is the purchaser and (without duplication of any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust
Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage
Loan and is an REO Property under the terms of the related Non-Serviced PSA, the pro rata portion of the fair market value
of the related property, as determined by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-22-12


     


    

 


certain
payments and to send certain notices to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate
upon payment (or provision for payment) to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held
by or on behalf of the Trustee, the Certificate Administrator and the Master Servicer, as the case may be, required under the
Pooling and Servicing Agreement to be so paid on the Distribution Date following the earlier to occur of (i) the purchase of the
Mortgage Loans, the Trust Subordinate Companion Loan (if outstanding) and all other property held by the Trust Fund in accordance
with Section 9.01(c) of the Pooling and Servicing Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates
for the Mortgage Loans in accordance with Section 9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of
(a) the receipt or collection of the last payment due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate
Companion Loan, if applicable, or (b) the final payment, liquidation and disposition pursuant to the Pooling and Servicing
Agreement of the last asset held by the Trust Fund; provided that in no event shall the trust created by the Pooling and
Servicing Agreement continue beyond the expiration of 21 years from the death of the last survivor of the descendants of Joseph
P. Kennedy, the late Ambassador of the United States to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-22-13


     


    


 



IN WITNESS WHEREOF,
the Certificate Administrator has caused this Class SWA Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class SWA
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK, N.A., not in its individual capacity but solely as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory



 






    A-22-14


     


    

 

EXHIBIT A-23


 


FORM OF CLASS SWC [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 









1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
Global Certificate legend.


 






    A-23-1


     


    

 


ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT
ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, OR (4) TO INSTITUTIONS THAT ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE INITIAL PURCHASER, THE BORROWERS, THE SPONSORS, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    A-23-2


     


    

 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN
INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in the case
of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in a non-exempt
violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER
(I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR A VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASER, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A


 






    A-23-3


     


    

 


BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, WHERE
ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5



  





 






5
For Reg S Global Certificates only.


  



    A-23-4


     


    




 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS SWC


 


	Class SWC Pass-Through Rate:  3.83590%	 	
        CUSIP:   12528Y BH56

        U15808 AL97

        12528Y BJ18

        

        

         

        ISIN:       US12528YBH539

        USU15808AL9110

        US12528YBJ1011

         

	Original Aggregate Certificate Balance of the Class SWC Certificates:  $5,890,000	 	Initial Certificate Balance of this Certificate:  $[__]
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  September 2029	 	No.:  SWC-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class SWC Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced


 





 









6
For Rule 144A Certificates





7
For Regulation S Certificates





8
For IAI Certificates





9
For Rule 144A Certificates





10
For Regulation S Certificates





11
For IAI Certificates





 






    A-23-5


     


    

 


Mortgage Loans) and the
Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class SWC Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing
in November 2019. Holders of this Certificate may be


 






    A-23-6


     


    

 


entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class SWC Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a


 






    A-23-7


     


    

 


successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






    A-23-8


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in


 






    A-23-9


     


    

 


writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered


 






    A-23-10


     


    

 


a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the 



 






    A-23-11


     


    

 


	 	 	Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 






    A-23-12


     


    

 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-23-13


     


    

 


certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-23-14


     


    


 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class SWC Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class SWC
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




    A-23-15


     


    


 


EXHIBIT A-24


 


FORM OF CLASS SWD [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 









1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
Global Certificate legend.


 






    A-24-1


     


    

 


ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT
ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, OR (4) TO INSTITUTIONS THAT ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE INITIAL PURCHASER, THE BORROWERS, THE SPONSORS, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






    A-24-2


     


    

 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN
INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in the case
of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in a non-exempt
violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER
(I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR A VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASER, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A


 






    A-24-3


     


    

 


BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, WHERE
ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5



 





 









5
For Reg S Global Certificates only.


 






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CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS SWD


 


	Class SWD Pass-Through Rate:  4.52350%	 	
        CUSIP:   12528Y BK86

        U15808 AM77

        12528Y BL68

        

        

         

        ISIN:       US12528YBK829

        USU15808AM7410

        US12528YBL6511

         

	Original Aggregate Certificate Balance of the Class SWD Certificates:  $6,190,000	 	Initial Certificate Balance of this Certificate:  $[__]
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  September 2029	 	No.:  SWD-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class SWD Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced


 





 









6
For Rule 144A Certificates





7
For Regulation S Certificates





8
For IAI Certificates





9
For Rule 144A Certificates





10
For Regulation S Certificates





11
For IAI Certificates


 






    A-24-5


     


    

 


Mortgage Loans) and the
Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class SWD Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing
in November 2019. Holders of this Certificate may be


 






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entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class SWD Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a


 






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successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






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As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in


 






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writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered


 






    A-24-10


     


    

 


a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the 



 






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	 	 	Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 






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		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






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certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




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IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class SWD Certificate to be duly executed.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class SWD
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019








	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




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EXHIBIT A-25


 


FORM OF CLASS SWE [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS GLOBAL CERTIFICATE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE,
AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS
SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 









1
For Rule 144A Global Certificates only.





2
For Reg S Global Certificates only.





3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement.





4
Global Certificate legend.


 






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ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT
ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, OR (4) TO INSTITUTIONS THAT ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE OF A CERTIFICATE
IN DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN
THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER
THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION
OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE INITIAL PURCHASER, THE BORROWERS, THE SPONSORS, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 






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THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN
INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in the case
of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in a non-exempt
violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER
(I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR A VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASER, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A


 






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BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, WHERE
ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND
WILL NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE
CERTIFICATES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT
TO AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5



 





 









5
For Reg S Global Certificates only.


 






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CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS SWE


 


	Class SWE Pass-Through Rate:  The Net Mortgage Rate on the Trust Subordinate Companion Loan	 	
        CUSIP:   12528Y
BM46

U15808 AN57

12528Y BN28




         

        ISIN:       US12528YBM499

        USU15808AN5710

        US12528YBN2211

         

	Original Aggregate Certificate Balance of the Class SWE Certificates:  $5,720,000	 	Initial Certificate Balance of this Certificate:  $[__]
	First Distribution Date:  November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  September 2029	 	No.:  SWE-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class SWE Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced


 





 









6
For Rule 144A Certificates





7
For Regulation S Certificates





8
For IAI Certificates





9
For Rule 144A Certificates





10
For Regulation S Certificates





11
For IAI Certificates


 






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Mortgage Loans) and the
Trust Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class SWE Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing
in November 2019. Holders of this Certificate may be


 






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entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class SWE Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a


 






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successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






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As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in


 






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writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered


 






    A-25-10


     


    

 


a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the 



 






    A-25-11


     


    

 


	 	 	Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 






    A-25-12


     


    

 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make


 






    A-25-13


     


    

 


certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-25-14


     


    


 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class SWE Certificate to be duly executed.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class SWE
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




    A-25-15


     


    


 


EXHIBIT A-26


 


FORM OF CLASS SWRR CERTIFICATE


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT
ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, OR (4) TO INSTITUTIONS THAT ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT.  A TRANSFEREE IS ALSO REQUIRED
TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT
IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE


 






    A-26-1


     


    

 


REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE INITIAL PURCHASER, THE BORROWERS, THE SPONSORS, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


PRINCIPAL PAYMENTS ON THIS CERTIFICATE
ARE PAYABLE IN INSTALLMENTS AS SET FORTH HEREIN. ACCORDINGLY, THE OUTSTANDING CERTIFICATE BALANCE OF THIS CERTIFICATE AT ANY TIME
MAY BE LESS THAN THE INITIAL CERTIFICATE BALANCE SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE IS SUBORDINATE TO ONE
OR MORE OTHER CLASSES OF CERTIFICATES AS AND TO THE EXTENT SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO HEREIN.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE”), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW”)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 THE CODE (EACH, A “PLAN”),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN
INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE


 






    A-26-2


     


    

 


SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in the case
of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in a non-exempt
violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER
(I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR A VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,
THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASER, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, WHERE
ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS (A) OWNERSHIP OF AN INTEREST IN A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT
CONDUIT,” AS THOSE TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D AND (B) OWNERSHIP OF AN INTEREST
IN THE STANWIX EXCESS LIQUIDATION PROCEEDS OPTION (AS DEFINED IN THE POOLING AND SERVICING AGREEMENT).


 


THIS CERTIFICATE IS
INTENDED TO CONSTITUTE PART OF AN “ELIGIBLE HORIZONTAL RESIDUAL INTEREST” (AS DEFINED IN REGULATION RR PROMULGATED
UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF


 






    A-26-3


     


    

 


1934, AS AMENDED), AND AS SUCH IS SUBJECT TO VARIOUS PROHIBITIONS ON HEDGING,
TRANSFER AND FINANCING SET FORTH IN REGULATION RR PROMULGATED UNDER SECTION 15G OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
THE INITIAL PURCHASER OF THIS CERTIFICATE, AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR
AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING
AGREEMENT.


 




    A-26-4


     


    


 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS SWRR


 


	Class SWRR Pass-Through Rate:  The Net Mortgage Rate on the Trust Subordinate Companion Loan	 	
        CUSIP:   12528Y BP71

        U15808 AP02

        12528Y BQ53

        

        

         

        ISIN:       US12528YBP794

        USU15808AP065

        US12528YBQ526

         

	Original Aggregate Certificate Balance of the Class SWRR Certificates:  $2,000,000	 	Initial Certificate Balance of this Certificate:  $[__]
	First Distribution Date:  November 15, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	Assumed Final Distribution Date:  September 2029	 	No.:  SWRR-[__]


 


This certifies that [_______]
is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions to be made with respect
to the Class SWRR Certificates. The Trust Fund, described more fully below, consists primarily of a pool of Mortgage Loans
and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured housing properties
and held in trust by the Trustee and, other than in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer
and the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the
Trust Subordinate Companion Loan are to be serviced, pursuant to the


 





 









1
For Rule 144A Certificates





2
For Regulation S Certificates





3
For IAI Certificates





4
For Rule 144A Certificates





5
For Regulation S Certificates





6
For IAI Certificates


 






    A-26-5


     


    

 


Pooling and Servicing Agreement (as defined below). The Holder
of this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
(a) ownership of an interest in a “regular interest” in a “real estate mortgage investment conduit”, as
those terms are defined, respectively, in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended and (b)
ownership of an interest in the Stanwix Excess Liquidation Proceeds Option. Each Holder of this Certificate, by acceptance hereof,
agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding sentence
for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of principal and interest then distributable,
if any, allocable to the Class SWRR Certificates for such Distribution Date, all as more fully described in the Pooling and
Servicing Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of
each month, or if such eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing
in November 2019. Holders of this Certificate may be


 






    A-26-6


     


    

 


entitled to Prepayment Premiums and Yield Maintenance Charges as provided
in the Pooling and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class SWRR Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Certificate Balance hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the Certificate
Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender of such
Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate Registrar
acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice of the
Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a


 






    A-26-7


     


    

 


successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights, benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 






    A-26-8


     


    

 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent
with or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in
the Collection Account, the Distribution Accounts or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in


 






    A-26-9


     


    

 


writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable
to maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will
not adversely affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify,
eliminate or add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates;
provided the Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust
Fund, any Trust REMIC or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer
to a Person that is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions
arising under the Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely
affect in any material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not
consenting thereto as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as
evidenced by a Rating Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation
of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered
satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii)
to amend or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current
ratings assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of
the Rating Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal
or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating
agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); provided that such amendment or supplement shall not adversely affect in any material
respect the interests of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto
as evidenced by an Opinion of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect
to reimbursement of Nonrecoverable Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer,
the Trustee and, with respect to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control
Termination Event has not occurred and is not continuing, the Directing Certificateholder, determine that the commercial mortgage
backed securities industry standard for such provisions has changed, in order to conform to such industry standard, (b) such
modification does not adversely affect the status of any Trust REMIC as a REMIC or the status of the Grantor Trust as a grantor
trust under the relevant provisions of the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered
a Rating Agency Confirmation and, with regard to any class of Serviced Companion Loan Securities, the applicable rating agencies
have delivered


 






    A-26-10


     


    

 


a confirmation that such action will not result in the downgrade, withdrawal or qualification of its then-current
ratings (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates); (ix) to modify the procedures of this Agreement relating
to compliance with Rule 17g-5 of the Exchange Act; provided that such amendment shall not adversely affect in any material
respects the interests of any Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate
is then rated, receipt of Rating Agency Confirmation from each Rating Agency rating such Certificates; and provided, further,
that the Certificate Administrator shall give notice of any such amendment to the 17g-5 Information Provider for posting to the
17g-5 Information Provider’s Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s
Website; (x) to modify, eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as
will be necessary to comply with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or
(ii) 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 the Trustee and Certificate Administrator have
received an opinion of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention
Rules; and (xi) to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be
necessary to comply with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii),
(iii) or (iv); provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations
of the Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations
Reviewer, the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b)
shall not adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder
not consenting thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely
in the case of a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency.
In no event shall any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC
to fail to qualify as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of
Certificates affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or
agents) and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of
the Certificateholders or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the 



 






    A-26-11


     


    

 


	 	 	Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interests in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be on or after the Early The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer
and the Master Servicer any time 


 






    A-26-12


     


    

 


specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date,
by purchasing on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if applicable,
then included in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or
the Trust Subordinate Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding
such Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment
of the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole
Certificateholder” and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate
Companion Loan and each REO Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the
Pooling and Servicing Agreement by giving written notice to all the parties to the Pooling and Servicing Agreement no later than
60 days prior to the anticipated date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c)
of the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on


 






    A-26-13


     


    

 


any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment
due on any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final
payment, liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund;
provided that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration
of 21 years from the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States
to the United Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 




    A-26-14


     


    


 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class SWRR Certificate to be duly executed.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class SWRR
Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019





	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 




    A-26-15


     


    



 


EXHIBIT A-27


 


FORM OF CLASS SWX1 [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS
GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH





 





 



 


1
For Rule 144A Global Certificates only. 


2
For Reg S Global Certificates only. 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


4
Global Certificate legend.


 







    A-27-1


     


    

 


 


ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT
ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, OR (4) TO INSTITUTIONS THAT ARE NON-”U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE OF A CERTIFICATE IN
DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE
FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN
WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF
COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE INITIAL PURCHASER, THE BORROWERS, THE SPONSORS, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE
HOLDERS OF THIS CLASS SWX1 CERTIFICATE WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS
SWX1 CERTIFICATES AND WILL NOT BE ENTITLED TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS SWX1
CERTIFICATES IS EQUAL TO AN AMOUNT AS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING
NOTIONAL AMOUNT OF THIS 


 






    A-27-2


     


    

 


CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5


 





 



 


5
For Reg S Global Certificates only.


 






    A-27-3


     


    

 




 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS SWX1


 


	Class SWX1 Pass-Through Rate: Variable6	 	
        CUSIP:    12528Y BR37

        U15808 AQ88

        12528Y BS19

        

        

         

        ISIN:        US12528YBR3610

        USU15808AQ8811

        US12528YBS1912

         

	Original Aggregate Notional Amount of the Class SWX1 Certificates: $10,200,000	 	Initial Notional Amount of this Certificate: $[__]
	 	 	 
	First Distribution Date: November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	 	 	 
	Assumed Final Distribution Date: September 2029	 	No.: SWX1-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class SWX1 Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than 


 





 



 


6
The approximate initial Pass-Through Rate is 1.45250% per annum. 


7
For Rule 144A Certificates  


8
For Regulation S Certificates  


9
For IAI Certificates  


10
For Rule 144A Certificates  


11
For Regulation S Certificates  


12
For IAI Certificates


 






    A-27-4


     


    

 



 


in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer and
the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Trust
Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.


 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class SWX1 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such


 






    A-27-5


     


    

 


eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class SWX1 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Amount hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate


 


 






    A-27-6


     


    

 


Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights,


 


 






    A-27-7


     


    

 


benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts


 






    A-27-8


     


    

or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or
add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the
Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any
material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion
of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect
to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control Termination Event has not occurred
and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor


 


 






    A-27-9


     


    

 


Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of
the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency
Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator
shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify,
eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply
with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion
of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi)
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the
Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting
thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of
a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall
any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 






    A-27-10


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as
applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date, by purchasing
on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if


 






    A-27-11


     


    

 


applicable, then included
in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or the Trust Subordinate
Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such
Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of
the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by
giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of
the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 






    A-27-12


     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-27-13


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class SWX1 Certificate to be duly executed.


 


Dated: October 17, 2019 





	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class
SWX1 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 









    A-27-14


     


    

 


EXHIBIT A-28


 


FORM OF CLASS SWX2 [RULE 144A]1
[REG S]2 CERTIFICATE


 


[UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE CERTIFICATE
REGISTRAR FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]3


 


[TRANSFERS OF THIS
GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S
NOMINEE, AND TRANSFERS OF BENEFICIAL INTERESTS IN THIS GLOBAL CERTIFICATE SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH
THE RESTRICTIONS SET FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.]4


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT“), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A“), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER“), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3)
OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH


 





 



  


1
For Rule 144A Global Certificates only. 


2
For Reg S Global Certificates only. 


3
Legend required as long as DTC is the Depository under the Pooling and Servicing Agreement. 


4
Global Certificate legend.



 






    A-28-1


     


    

 


ALL OF THE EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT
ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES
ACT, OR (4) TO INSTITUTIONS THAT ARE NON-”U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE
DEFINED IN, AND IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY
OTHER APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION..


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE OF A CERTIFICATE IN
DEFINITIVE, FULLY REGISTERED PHYSICAL FORM IS ALSO REQUIRED TO DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE
FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN
WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF
COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A.


 


ANY HOLDER DESIRING TO EFFECT A TRANSFER
OF THIS CERTIFICATE SHALL, AND DOES HEREBY AGREE TO, INDEMNIFY THE CERTIFICATE REGISTRAR, THE CERTIFICATE ADMINISTRATOR, THE TRUSTEE,
THE MASTER SERVICER AND THE DEPOSITOR AGAINST ANY LOSS, LIABILITY OR EXPENSE THAT MAY RESULT IF THE TRANSFER IS NOT EXEMPT FROM
THE SECURITIES ACT OR IS NOT MADE IN ACCORDANCE WITH FEDERAL AND STATE LAWS.


 


THIS CERTIFICATE DOES NOT REPRESENT
AN INTEREST IN OR OBLIGATION OF THE DEPOSITOR, THE MORTGAGE LOAN SELLER, THE INITIAL PURCHASER, THE BORROWERS, THE SPONSORS, THE
MASTER SERVICER, THE SPECIAL SERVICER, THE TRUSTEE, THE CERTIFICATE ADMINISTRATOR, THE RISK RETENTION CONSULTATION PARTIES OR ANY
OF THEIR RESPECTIVE AFFILIATES. NEITHER THE CERTIFICATES NOR THE UNDERLYING TRUST SUBORDINATE COMPANION LOAN ARE INSURED OR GUARANTEED
BY ANY GOVERNMENTAL AGENCY OR INSTRUMENTALITY OR PRIVATE INSURER.


 


THE HOLDERS OF THIS CLASS SWX2 CERTIFICATE
WILL BE ENTITLED ONLY TO DISTRIBUTIONS OF INTEREST ON THE NOTIONAL AMOUNT OF THE CLASS SWX2 CERTIFICATES AND WILL NOT BE ENTITLED
TO ANY DISTRIBUTIONS WITH RESPECT TO PRINCIPAL. THE NOTIONAL AMOUNT OF THE CLASS SWX2 CERTIFICATES IS EQUAL TO AN AMOUNT AS SET
FORTH IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW. ACCORDINGLY, THE OUTSTANDING NOTIONAL AMOUNT OF THIS


 


 






    A-28-2


     


    

 


CERTIFICATE
AT ANY TIME MAY BE LESS THAN THE INITIAL NOTIONAL AMOUNT SET FORTH BELOW.


 


TRANSFERS AND EXCHANGES OF PORTIONS
OF THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE POOLING AND SERVICING AGREEMENT REFERRED TO BELOW.


 


THIS CERTIFICATE SHOULD NOT BE PURCHASED
BY A TRANSFEREE THAT IS OR BECOMES (A) AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT, INCLUDING AN INDIVIDUAL RETIREMENT
ACCOUNT OR A KEOGH PLAN, WHICH IS SUBJECT TO THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA“),
OR TO SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE “CODE“), OR A GOVERNMENTAL PLAN, AS
DEFINED IN SECTION 3(32) OF ERISA, OR OTHER PLAN SUBJECT TO ANY FEDERAL, STATE OR LOCAL LAW (“SIMILAR LAW“)
WHICH IS TO A MATERIAL EXTENT SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF ERISA OR SECTION 4975 THE CODE (EACH, A “PLAN“),
OR (B) A COLLECTIVE INVESTMENT FUND WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF A PLAN’S INVESTMENT IN THE COLLECTIVE
INVESTMENT FUND (PURSUANT TO U.S. DEPARTMENT OF LABOR REGULATION SECTION 2510.3-101, AS MODIFIED BY SECTION 3(42) OF ERISA), AN
INSURANCE COMPANY USING ASSETS OF SEPARATE ACCOUNTS OR GENERAL ACCOUNTS WHICH ARE DEEMED PURSUANT TO ERISA OR ANY SIMILAR LAW TO
INCLUDE ASSETS OF PLANS, OR OTHER PERSON ACTING ON BEHALF OF ANY SUCH PLAN OR USING THE ASSETS OF ANY SUCH PLAN, OTHER THAN AN
INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60 OR, in the case
of a Plan subject to Similar Law, where its acquisition, holding and disposition of THIS Certificate will not result in a non-exempt
violation of SIMILAR LAW. TRANSFEREES OF THIS CERTIFICATE TAKING DELIVERY IN CERTIFICATED FORM SHALL BE REQUIRED EITHER
(I) TO DELIVER A LETTER IN THE FORM ATTACHED TO THE POOLING AND SERVICING AGREEMENT TO SUCH EFFECT, OR (II) IN THE EVENT THE TRANSFEREE
IS SUCH AN ENTITY SPECIFIED IN (A) OR (B) ABOVE, SUCH ENTITY SHALL PROVIDE ANY OPINIONS OF COUNSEL, OFFICERS’ CERTIFICATES
OR AGREEMENTS AS MAY BE REQUIRED BY, AND IN FORM AND SUBSTANCE SATISFACTORY TO, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR AND
THE CERTIFICATE REGISTRAR, TO THE EFFECT THAT THE PURCHASE AND HOLDING OF THIS CERTIFICATE BY OR ON BEHALF OF A PLAN WILL NOT CONSTITUTE
OR RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION WITHIN THE MEANING OF SECTION 406 OR 407 OF ERISA OR CODE SECTION 4975 (OR A VIOLATION
OF SIMILAR LAW), AND WILL NOT SUBJECT THE MASTER SERVICER, THE SPECIAL SERVICER, THE DEPOSITOR, THE CERTIFICATE ADMINISTRATOR,


 


 






    A-28-3


     


    

 


THE OPERATING ADVISOR, THE TRUSTEE, THE CERTIFICATE REGISTRAR, THE INITIAL PURCHASER, THE UNDERWRITERS OR THE ASSET REPRESENTATIONS
REVIEWER TO ANY OBLIGATION OR LIABILITY. THE TRANSFEREE OF A BENEFICIAL INTEREST IN A “GLOBAL CERTIFICATE” THAT IS
A “RESTRICTED CERTIFICATE” (EACH AS DEFINED IN THE POOLING AND SERVICING AGREEMENT) SHALL BE DEEMED TO REPRESENT THAT
IT IS NOT A PLAN OR A PERSON ACTING ON BEHALF OF ANY PLAN OR USING THE ASSETS OF ANY PLAN TO ACQUIRE SUCH INTEREST, OTHER THAN
AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT UNDER CIRCUMSTANCES WHEREBY SUCH PURCHASE AND THE SUBSEQUENT HOLDING
OF SUCH CERTIFICATE BY SUCH INSURANCE COMPANY WOULD BE EXEMPT FROM THE PROHIBITED TRANSACTION PROVISIONS OF SECTIONS 406 AND 407
OF ERISA, AND CODE SECTION 4975 UNDER SECTIONS I AND III OF PTCE 95-60, OR, IN THE CASE OF A PLAN SUBJECT TO SIMILAR LAW, WHERE
ITS ACQUISITION, HOLDING AND DISPOSITION OF SUCH CERTIFICATE WILL NOT RESULT IN A NON-EXEMPT VIOLATION OF SIMILAR LAW.


 


FOR U.S. FEDERAL INCOME TAX PURPOSES,
THIS CERTIFICATE REPRESENTS A “REGULAR INTEREST” IN A “REAL ESTATE MORTGAGE INVESTMENT CONDUIT,” AS THOSE
TERMS ARE DEFINED, RESPECTIVELY, IN CODE SECTIONS 860G(a)(1) AND 860D.


 


[THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT AND, PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE OFFERING OF THE CERTIFICATES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION
FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]5




 


 





 



 


5
For Reg S Global Certificates only.


 






    A-28-4


     


    

 


CF 2019-CF2 MORTGAGE TRUST

COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2019-CF2, CLASS SWX2


 


	Class SWX2 Pass-Through Rate: Variable6	 	
        CUSIP:    12528Y BT97

        U15808 AR68

        12528Y BU69

        

        

         

        ISIN:        US12528YBT9110

        USU15808AR6111

        US12528YBU6412

         

	Original Aggregate Notional Amount of the Class SWX2 Certificates:
    $12,080,000	 	Initial Notional Amount of this Certificate: $[__]
	 	 	 
	First Distribution Date: November 18, 2019	 	Cut-off Date: With respect to each Mortgage Loan and the Trust Subordinate Companion Loan, its respective Due Date in October 2019 (or, in the case of any Mortgage Loan or the Trust Subordinate Companion Loan that has its first due date in November 2019, the date that would have been its Due Date in October 2019 under the terms thereof if a Monthly Payment were scheduled to be due in that month)
	 	 	 
	Assumed Final Distribution Date: September 2029	 	No.: SWX2-[__]


 


This
certifies that [_______] is the registered owner of a beneficial ownership interest in a Trust Fund, including the distributions
to be made with respect to the Class SWX2 Certificates. The Trust Fund, described more fully below, consists primarily of a pool
of Mortgage Loans and the Trust Subordinate Companion Loan secured by first liens on commercial, multifamily and manufactured
housing properties and held in trust by the Trustee and, other than





 





 



 


6
The approximate initial Pass-Through Rate is 1.18790% per annum. 


7
For Rule 144A Certificates 


8
For Regulation S Certificates 


9
For IAI Certificates 


10
For Rule 144A Certificates 


11
For Regulation S Certificates 


12
For IAI Certificates


 






    A-28-5


     


    

 



in the case of the Non-Serviced Mortgage Loans, serviced by the Master Servicer and
the Special Servicer. The Trust Fund was created, and the Mortgage Loans (other than the Non-Serviced Mortgage Loans) and the Trust
Subordinate Companion Loan are to be serviced, pursuant to the Pooling and Servicing Agreement (as defined below). The Holder of
this Certificate, by virtue of the acceptance hereof, assents to the terms, provisions and conditions of the Pooling and Servicing
Agreement and is bound thereby.




 


The Pooling and Servicing
Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between the Depositor, KeyBank
National Association, as master servicer (in such capacity, the “Master Servicer”) and a special servicer, LNR
Partners, LLC, as a special servicer, Citibank, N.A., as trustee (the “Trustee”), Citibank, N.A., as certificate
administrator (in such capacity, the “Certificate Administrator”), custodian and paying agent, Park Bridge Lender
Services LLC, as operating advisor (in such capacity, the “Operating Advisor”), and Park Bridge Lender Services
LLC, as asset representations reviewer (in such capacity, the “Asset Representations Reviewer”) evidences the
issuance of the Class A-1, Class A-2, Class A-SB, Class A-3, Class A-4, Class A-5, Class X-A, Class X-B, Class A-S, Class B, Class
C, Class X-D, Class X-F, Class X-G, Class D, Class E, Class F, Class G, Class NR-RR, Class S, Class R, Class SWA, Class SWC, Class
SWD, Class SWE, Class SWRR, Class SWX1 and Class SWX2 Certificates (the “Certificates”; the Holders of Certificates
issued under the Pooling and Servicing Agreement are collectively referred to herein as “Certificateholders”).
This Certificate is issued pursuant to, and in accordance with, the terms of the Pooling and Servicing Agreement. To the extent
not defined herein, capitalized terms used herein shall have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


This Certificate represents
a “regular interest” in a “real estate mortgage investment conduit”, as those terms are defined, respectively,
in Sections 860G(a)(1) and 860D of the Internal Revenue Code of 1986, as amended. Each Holder of this Certificate, by acceptance
hereof, agrees to treat, and take no action inconsistent with the treatment of, this Certificate in accordance with the preceding
sentence for purposes of federal income taxes, state and local income and franchise taxes and other taxes imposed on or measured
by income.


 


The Certificate Administrator
makes no representation or warranty as to any of the statements contained herein or the validity or sufficiency of the Certificates,
the Mortgage Loans or the Trust Subordinate Companion Loan and has executed this Certificate in its limited capacity as Certificate
Administrator under the Pooling and Servicing Agreement. In the event that there is any conflict between any provision of this
Certificate and any provision of the Pooling and Servicing Agreement, such provision of this Certificate shall be superseded to
the extent of such inconsistency.


 


Pursuant to the terms
of the Pooling and Servicing Agreement, the Certificate Administrator, or the Paying Agent on behalf of the Certificate Administrator,
will distribute (other than the final distribution on any Certificate), on the fourth Business Day after each Determination Date
(each such date, a “Distribution Date”) an amount equal to such Person’s pro rata share (based on the
Percentage Interest represented by this Certificate) of that portion of the aggregate amount of interest then distributable, if
any, allocable to the Class SWX2 Certificates for such Distribution Date, all as more fully described in the Pooling and Servicing
Agreement. “Determination Date” is defined in the Pooling and Servicing Agreement as the eleventh day of each month,
or if such


 


 






    A-28-6


     


    

 


eleventh day is not a Business Day, then the next Business Day immediately following such 11th day, commencing in November
2019. Holders of this Certificate may be entitled to Prepayment Premiums and Yield Maintenance Charges as provided in the Pooling
and Servicing Agreement.


 


During each Interest
Accrual Period (as defined below), interest on the Class SWX2 Certificates will be calculated based on a 360-day year consisting
of twelve 30-day months on the outstanding Notional Amount hereof.


 


Interest accrued on this
Certificate during an Interest Accrual Period, plus the aggregate unpaid Interest Shortfall with respect to this Certificate, if
any, will be payable on the related Distribution Date to the extent provided in the Pooling and Servicing Agreement. The “Interest
Accrual Period” means, with respect to any Distribution Date, the calendar month immediately preceding the month in which
such Distribution Date occurs. Each Interest Accrual Period is assumed to consist of 30 days.


 


All distributions (other
than the final distribution on any Certificate) will be made by the Paying Agent to the Persons in whose names the Certificates
are registered at the close of business on each Record Date, which will be the last Business Day of the calendar month immediately
preceding the month in which such Distribution Date occurs. Such distributions shall be made on each Distribution Date other than
the Termination Date to each Certificateholder of record at the close of business on the related Record Date, by wire transfer
of immediately available funds to the account of such Holder at a bank or other entity located in the United States and having
appropriate facilities therefor if such Holder shall have provided the Paying Agent with wire instructions in writing at least
five Business Days prior to the related Record Date (which wiring instructions may be in the form of a standing order applicable
to all subsequent distributions), or, otherwise, by check mailed by first-class mail to the address set forth therefor in the
Certificate Register. The final distribution on each Certificate shall be made in like manner, but only upon presentment and surrender
of such Certificate at the office of the Certificate Administrator or its agent (which may be the Paying Agent or the Certificate
Registrar acting as such agent) that is specified in the notice to Holders of such final distribution.


 


Any funds not distributed
on the Termination Date because of the failure of any Certificateholders to tender their Certificates shall, on such date, be set
aside and held for the benefit of the appropriate non-tendering Certificateholders. If any Certificates as to which notice
of the Termination Date has been given pursuant to the Pooling and Servicing Agreement shall not have been surrendered for cancellation
within six months after the time specified in such notice, the Certificate Administrator shall mail a second notice to the remaining
non-tendering Certificateholders to surrender their Certificates for cancellation to receive the final distribution with respect
thereto. If within one year after the second notice not all of such Certificates shall have been surrendered for cancellation,
the Certificate Administrator may, directly or through an agent, take appropriate steps to contact the remaining non-tendering
Certificateholders concerning surrender of their Certificates. The costs and expenses of holding such funds in trust and of contacting
such Certificateholders shall be paid out of such funds. Subject to state laws regarding escheatment, if within two years after
the second notice any such Certificates shall not have been surrendered for cancellation, the Paying Agent shall distribute to
the Certificate Administrator all amounts distributable to the Holders thereof, and the Certificate Administrator shall thereafter
hold such amounts for the benefit of such Holders until the earlier of (i) its termination as Certificate


 






    A-28-7


     


    

 


Administrator under the
Pooling and Servicing Agreement and the transfer of such amounts to a successor Certificate Administrator and (ii) the termination
of the Trust Fund and distribution of such amounts to the Class R Certificateholders. No interest shall accrue or be payable to
any Certificateholder on any amount held under the Pooling and Servicing Agreement or by the Certificate Administrator as a result
of such Certificateholder’s failure to surrender its Certificate(s) for final payment thereof in accordance with the Pooling
and Servicing Agreement. Any such amounts transferred to the Certificate Administrator may be invested in Permitted Investments
and all income and gain realized from investment of such funds shall accrue for its benefit.


 


This Certificate is limited
in right of payment to, among other things, certain collections and recoveries in respect of the Mortgage Loans, as more specifically
set forth herein and in the Pooling and Servicing Agreement.


 


As provided in the Pooling
and Servicing Agreement, the Trust Fund includes (in each case, to the extent of the Trust Fund’s interest therein and specifically
excluding any interest of any Serviced Companion Loan Noteholder therein): (i) such Mortgage Loans as from time to time are subject
to the Pooling and Servicing Agreement and the Trust Subordinate Companion Loan for so long as it is subject to the Pooling and
Servicing Agreement, together with the Mortgage Files relating thereto; (ii) all scheduled or unscheduled payments on or collections
in respect of the Mortgage Loans and the Trust Subordinate Companion Loan due after the Cut-off Date; (iii) the Trust Fund’s
interest in any REO Property; (iv) all revenues received in respect of any REO Property; (v) any Assignments of Leases, Rents and
Profits and any security agreements related to the Mortgage Loans or the Trust Subordinate Companion Loan; (vi) any indemnities
or guaranties given as additional security for any Mortgage Loans or the Trust Subordinate Companion Loan; (vii) a security interest
in all assets deposited in the Lock-Box Accounts, Cash Collateral Accounts, Escrow Accounts and Reserve Accounts; (viii) the Loss
of Value Reserve Fund; (ix) the Collection Account, the Serviced Whole Loan Custodial Accounts, the Distribution Accounts, any
Gain-on-Sale Reserve Account, the Excess Interest Distribution Account, the Interest Reserve Account, and the Trust’s interest
in any REO Account, including any amounts on deposit therein, assets credited thereto and any reinvestment income, as applicable;
(x) a security interest in any environmental indemnity agreements relating to the Mortgaged Properties; (xi) a security interest
in all insurance policies with respect to the Mortgage Loans, the Trust Subordinate Companion Loan and the Mortgaged Properties;
(xii) the rights and remedies under the Mortgage Loan Purchase Agreements relating to document delivery requirements with respect
to the Mortgage Loans and the representations and warranties of the related Mortgage Loan Seller regarding its Mortgage Loans and,
in the case of CCRE, the Trust Subordinate Companion Loan; (xiii) the Lower-Tier Regular Interests; (xiv) the Trust Subordinate
Companion Loan Regular Interests; and (xv) the proceeds of the foregoing (other than any interest earned on deposits in the Lock-Box
Accounts, Cash Collateral Accounts, Escrow Accounts and any Reserve Accounts, to the extent such interest belongs to the related
Borrower). As provided in the Pooling and Servicing Agreement, withdrawals may be made from certain of the above accounts for purposes
other than distributions to Certificateholders.


 


This Certificate does
not purport to summarize the Pooling and Servicing Agreement, and reference is made to the Pooling and Servicing Agreement for
the interests, rights,


 






    A-28-8


     


    

 


benefits, obligations and duties evidenced hereby, and the limitations thereon, and the rights, duties and
immunities of the Certificate Administrator.


 


As provided in the Pooling
and Servicing Agreement and subject to certain limitations set forth therein, this Certificate is transferable or exchangeable
only upon surrender of this Certificate to the Certificate Registrar at its offices together with an assignment and transfer (executed
by the Holder or his duly authorized attorney), subject to the requirements in Article V of the Pooling and Servicing Agreement.
Upon surrender for registration of transfer of this Certificate, subject to the requirements in Article V of the Pooling and Servicing
Agreement, the Certificate Administrator shall execute and the Authenticating Agent shall duly authenticate in the name of the
designated transferee or transferees, one or more new Certificates in authorized denominations of a like aggregate denomination
as the Certificate being surrendered. Such Certificates shall be delivered by the Certificate Registrar in accordance with Article
V of the Pooling and Servicing Agreement.


 


Prior to due presentation
of this Certificate for registration of transfer, the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Certificate Administrator, the Trustee, the Certificate Registrar, any Paying Agent and
any agent of any of them may treat the Person in whose name this Certificate is registered as the owner hereof for all purposes,
and none of the Depositor, the Master Servicer, the Special Servicer, the Certificate Administrator, the Trustee, the Certificate
Registrar, any Paying Agent or any agent of any of them shall be affected by notice or knowledge to the contrary.


 


No fee or service charge
shall be imposed by the Certificate Registrar for its services in respect of any registration of transfer or exchange referred
to in Section 5.02 of the Pooling and Servicing Agreement other than for transfers to Institutional Accredited Investors as provided
in Section 5.02(h) of the Pooling and Servicing Agreement. In connection with any transfer to an Institutional Accredited Investor,
the transferor shall reimburse the Trust Fund for any costs (including the cost of the Certificate Registrar’s counsel’s
review of the documents and any legal opinions, submitted by the transferor or transferee to the Certificate Registrar as provided
in the Pooling and Servicing Agreement) incurred by the Certificate Registrar in connection with such transfer. The Certificate
Registrar may require payment by each transferor of a sum sufficient to cover any tax, expense or other governmental charge payable
in connection with any such transfer.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may be amended at any time by the Depositor, the Master Servicer, the Special Servicer, the
Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee without the consent of any
of the Certificateholders or any Serviced Companion Loan Noteholders, (i) to cure any ambiguity or to correct any manifest error;
(ii) to cause the provisions of the Pooling and Servicing Agreement or any Custodial Agreement to conform or be consistent with
or in furtherance of the statements made in the Prospectus, the Private Placement Memorandum or Loan-Specific Private Placement
Memorandum with respect to the Certificates, the Trust or the Pooling and Servicing Agreement or to correct or supplement any provisions
of the Pooling and Servicing Agreement or any Custodial Agreement which may be defective or inconsistent with any other provisions
of the Pooling and Servicing Agreement or any Custodial Agreement; (iii) to change the timing and/or nature of deposits in the
Collection Account, the Distribution Accounts


 






    A-28-9


     


    

 


or any REO Account; provided that (a) the Master Servicer Remittance Date
shall in no event be later than the Business Day prior to the related Distribution Date and (b) such change shall not adversely
affect in any material respect the interests of any Certificateholder, as evidenced in writing by an Opinion of Counsel at the
expense of the party requesting such amendment or as evidenced by a Rating Agency Confirmation from each Rating Agency with respect
to such amendment; (iv) to modify, eliminate or add to any of its provisions to such extent as shall be necessary to maintain the
qualification of any Trust REMIC as a REMIC or the Grantor Trust as a grantor trust under the relevant provisions of the Code at
all times that any Certificate is outstanding, or to avoid or minimize the risk of imposition of any tax on the Trust Fund or any
Trust REMIC or the Grantor Trust; provided that the Trustee and the Certificate Administrator have received an Opinion of
Counsel (at the expense of the party requesting such amendment) to the effect that (a) such action is necessary or desirable to
maintain such qualification or to avoid or minimize the risk of the imposition of any such tax and (b) such action will not adversely
affect in any material respect the interests of any Certificateholder or Companion Loan Noteholder; (v) to modify, eliminate or
add to any provision of the Pooling and Servicing Agreement restricting transfer of the Class R Certificates; provided the
Depositor has determined that such change shall not, as evidenced by an Opinion of Counsel, cause the Trust Fund, any Trust REMIC
or any of the Certificateholders (other than the Transferor) to be subject to a federal tax caused by a Transfer to a Person that
is not a Permitted Transferee; (vi) to revise or add any other provisions with respect to matters or questions arising under the
Pooling and Servicing Agreement or any other change; provided that the required action shall not adversely affect in any
material respect the interests of any Certificateholder or any holder of a Serviced Pari Passu Companion Loan not consenting thereto
as evidenced in writing by an Opinion of Counsel, at the expense of the party requesting such amendment or as evidenced by a Rating
Agency Confirmation from each of the Rating Agencies with respect to such amendment or supplement and confirmation of the applicable
rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any
securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied
in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates); (vii) to amend
or supplement any provision of the Pooling and Servicing Agreement to the extent necessary to maintain the then-current ratings
assigned to each Class of Certificates by each Rating Agency, as evidenced by a Rating Agency Confirmation from each of the Rating
Agencies and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification
of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation
may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the
Certificates); provided that such amendment or supplement shall not adversely affect in any material respect the interests
of any Certificateholder (including, for avoidance of doubt, any Retaining Party) not consenting thereto as evidenced by an Opinion
of Counsel; (viii) to modify the provisions of Section 3.06 and Section 3.17 (with respect to reimbursement of Nonrecoverable
Advances and Workout-Delayed Reimbursement Amounts) if (a) the Depositor, the Master Servicer, the Trustee and, with respect
to any Serviced Mortgage Loan other than an Excluded Loan and for so long as an applicable Control Termination Event has not occurred
and is not continuing, the Directing Certificateholder, determine that the commercial mortgage backed securities industry standard
for such provisions has changed, in order to conform to such industry standard, (b) such modification does not adversely affect
the status of any Trust REMIC as a REMIC or the status of the Grantor


 


 






    A-28-10


     


    

 


Trust as a grantor trust under the relevant provisions of
the Code, as evidenced by an Opinion of Counsel and (c) each Rating Agency has delivered a Rating Agency Confirmation and, with
regard to any class of Serviced Companion Loan Securities, the applicable rating agencies have delivered a confirmation that such
action will not result in the downgrade, withdrawal or qualification of its then-current ratings (provided that such
rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied
with respect to the Certificates); (ix) to modify the procedures of this Agreement relating to compliance with Rule 17g-5 of
the Exchange Act; provided that such amendment shall not adversely affect in any material respects the interests of any
Certificateholders, as evidenced by (x) an Opinion of Counsel or (y) if any Certificate is then rated, receipt of Rating Agency
Confirmation from each Rating Agency rating such Certificates; and provided, further, that the Certificate Administrator
shall give notice of any such amendment to the 17g-5 Information Provider for posting to the 17g-5 Information Provider’s
Website and the Certificate Administrator shall post such notice to the Certificate Administrator’s Website; (x) to modify,
eliminate or add to any of the provisions of the Pooling and Servicing Agreement (i) to such extent as will be necessary to comply
with the requirements of the Credit Risk Retention Rules, as evidenced by an Opinion of Counsel, or (ii) 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 the Trustee and Certificate Administrator have received an opinion
of counsel to the effect the action is consistent with and will not cause a violation of the Credit Risk Retention Rules; and (xi)
to modify, eliminate or add to any provisions of the Pooling and Servicing Agreement to such extent as would be necessary to comply
with the requirements for use of Form SF-3 in registered offerings to the extent provided in CFR 239.45(b)(1)(ii), (iii) or (iv);
provided that any amendment pursuant to clauses (i) through (xi) (a) shall not materially increase the obligations of the
Depositor, the Trustee, the Paying Agent, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer,
the 17g-5 Information Provider, the Master Servicer or the Special Servicer without such party’s consent; and (b) shall not
adversely affect in any material respect the interests of any Certificateholder or Serviced Companion Loan Noteholder not consenting
thereto, as evidenced in the case of clauses (iii) through (xi) above by (x) an Opinion of Counsel or (y) solely in the case of
a Certificateholder of a rated Class, receipt of a Rating Agency Confirmation from each applicable Rating Agency. In no event shall
any such amendment cause the Lower-Tier REMIC, the Trust Subordinate Companion Loan REMIC or the Upper-Tier REMIC to fail to qualify
as a REMIC or the Grantor Trust to fail to qualify as a grantor trust.


 


The Pooling and Servicing
Agreement or any Custodial Agreement may also be amended from time to time by the Depositor, the Master Servicer, the Special Servicer,
the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer and the Trustee with the prior written
consent of the Holders of Certificates representing not less than a majority of the Percentage Interests of each Class of Certificates
affected thereby (without regard to Certificates held by the Depositor, any of the Depositor’s Affiliates and/or agents)
and each Serviced Companion Loan Noteholder affected thereby for the purpose of adding any provisions to or changing in any manner
or eliminating any of the provisions of the Pooling and Servicing Agreement or modifying in any manner the rights of the Certificateholders
or the Serviced Companion Loan Noteholders; provided, that no such amendment may:


 






    A-28-11


     


    

 


		(i)	reduce in any manner the amount of, or delay the timing of, payments received on the Mortgage Loans
or Subordinate Companion Loan which are required to be distributed on any Certificate, without the consent of the Holders of Certificates
representing all of the Percentage Interests of the Class or Classes affected thereby or which are required to be distributed to
any Companion Loan Noteholders without the consent of such Companion Loan Noteholders;



 


		(ii)	reduce the aforesaid percentage of Certificates of any Class the Holders of which are required
to consent to any such amendment or remove the requirement to obtain consent of any Companion Loan Noteholder, in any such case
without the consent of the Holders of all Certificates of such Class then-outstanding or such Companion Loan Noteholder, as
applicable;



 


		(iii)	adversely affect the Voting Rights of any Class of Certificates without the consent of the Holders
of all Certificates of such Class then outstanding;



 


		(iv)	change in any manner any defined term used in any Mortgage Loan Purchase Agreement or the obligations
of any Mortgage Loan Seller under such Mortgage Loan Purchase Agreement or otherwise or change any rights of any Mortgage Loan
Seller as a third party beneficiary hereunder, without the consent of such Mortgage Loan Seller; or



 


		(v)	amend the Servicing Standard without the consent of 100% of the Certificateholders or receipt of
Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not
result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan,
if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency
Confirmation may be considered satisfied with respect to the Certificates).



 


Further, the Depositor,
the Master Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Asset Representations Reviewer
and the Trustee, at any time and from time to time, without the consent of the Certificateholders or, if applicable, the Serviced
Companion Loan Noteholders, may amend the Pooling and Servicing Agreement to modify, eliminate or add to any of its provisions
to the extent necessary to comply with the Investment Company Act of 1940, as amended, the Exchange Act, Regulation AB, and/or
any related regulatory actions and/or interpretations.


 


The Certificateholder
owning a majority of the Percentage Interest in the Controlling Class and, if no such Certificateholder exercises such option,
the Special Servicer, and if the Special Servicer does not exercise such option, the Master Servicer may effect an early termination
of the Trust Fund, upon not less than 30 days’ prior Notice of Termination given to the Trustee, the Special Servicer and
the Master Servicer any time specifying the Anticipated Termination Date, which shall be an Early Termination Notice Date, by purchasing
on such date all, but not less than all, of the Mortgage Loans and the Trust Subordinate Companion Loan, if


 


 






    A-28-12


     


    

 


applicable, then included
in the Trust Fund, and the Trust’s interest in all REO Property acquired in respect of any Mortgage Loan (or the Trust Subordinate
Companion Loan), at a purchase price, payable in cash, equal to the sum of, without duplication:


 


		(A)	The aggregate Purchase Price of all the Mortgage Loans and the Trust Subordinate Companion Loan
(exclusive of REO Loans) then included in the Trust Fund;



 


		(B)	the fair market value of all REO Property included in the Trust Fund, as determined by an Independent
appraiser acceptable to the Master Servicer as of a date not more than 30 days prior to the last day of the month preceding such
Distribution Date;



 


		(C)	the reasonable out-of-pocket expenses of the Master Servicer and the Special Servicer related to
such purchase, unless the Master Servicer or the Special Servicer, as applicable, is the purchaser and (without duplication of
any of the foregoing) any unpaid expenses of and indemnity amounts owed by the Trust Fund; and



 


		(D)	if the Mortgaged Property secures a Non-Serviced Mortgage Loan and is an REO Property under the
terms of the related Non-Serviced PSA, the pro rata portion of the fair market value of the related property, as determined
by the Non-Serviced Master Servicer in accordance with clause (B) above.



 


In addition, the Pooling
and Servicing Agreement provides that following the date on which the Class X-A Notional Amount, the Class X-B Notional
Amount, the Class X-D Notional Amount, and the aggregate Certificate Balance of the Class A-1, Class A-2, Class A-SB, Class A-3,
Class A-4, Class A-5, Class A-S, Class B, Class C, Class D and Class E Certificates is reduced to zero, the Sole Certificateholder
shall have the right to exchange all of the then outstanding Certificates (including the Loan-Specific Certificates but excluding
(i) the Class X-F Certificates and Class X-G Certificates if the Sole Certificateholder has only taken an assignment of
the Voting Rights of the Class X-F Certificates and Class X-G Certificates pursuant to the definition of “Sole Certificateholder”
and (ii) the Class S and Class R Certificates) for all of the Mortgage Loans, the Trust Subordinate Companion Loan and each REO
Property remaining in the Trust Fund as contemplated by clause (ii) of Section 9.01(a) of the Pooling and Servicing Agreement by
giving written notice to all the parties to the Pooling and Servicing Agreement no later than 60 days prior to the anticipated
date of exchange.


 


All costs and expenses
incurred by any and all parties to the Pooling and Servicing Agreement or by the Trust Fund in connection with the purchase of
the Mortgage Loans, the Trust Subordinate Companion Loan and the other assets of the Trust Fund pursuant to Section 9.01(c) of
the Pooling and Servicing Agreement shall be borne by the party exercising its purchase rights thereunder. The Trustee and the
Certificate Administrator shall be entitled to rely conclusively on any determination made by an Independent appraiser pursuant
to Section 9.01(c) of the Pooling and Servicing Agreement.


 






    A-28-13


     


    

 


The respective obligations
and responsibilities of the Master Servicer, the Special Servicer, the Depositor, the Certificate Administrator, the Operating
Advisor, the Asset Representations Reviewer and the Trustee created by the Pooling and Servicing Agreement with respect to the
Certificates (other than the obligations of the Certificate Administrator to make certain payments and to send certain notices
to Certificateholders as set forth in the Pooling and Servicing Agreement) shall terminate upon payment (or provision for payment)
to the Certificateholders and the Serviced Companion Loan Noteholders of all amounts held by or on behalf of the Trustee, the Certificate
Administrator and the Master Servicer, as the case may be, required under the Pooling and Servicing Agreement to be so paid on
the Distribution Date following the earlier to occur of (i) the purchase of the Mortgage Loans, the Trust Subordinate Companion
Loan (if outstanding) and all other property held by the Trust Fund in accordance with Section 9.01(c) of the Pooling and Servicing
Agreement; (ii) the exchange by the Sole Certificateholder of its Certificates for the Mortgage Loans in accordance with Section
9.01(g) of the Pooling and Servicing Agreement; and (iii) the later of (a) the receipt or collection of the last payment due on
any Mortgage Loan included in the Trust Fund and the Trust Subordinate Companion Loan, if applicable, or (b) the final payment,
liquidation and disposition pursuant to the Pooling and Servicing Agreement of the last asset held by the Trust Fund; provided
that in no event shall the trust created by the Pooling and Servicing Agreement continue beyond the expiration of 21 years from
the death of the last survivor of the descendants of Joseph P. Kennedy, the late Ambassador of the United States to the United
Kingdom, living on the date hereof.


 


Unless the Certificate
of Authentication on this Certificate has been executed by the Authenticating Agent, by manual signature, this Certificate shall
not be entitled to any benefit under the Pooling and Servicing Agreement or be valid for any purpose.


 






    A-28-14


     


    

 


IN WITNESS WHEREOF, the
Certificate Administrator has caused this Class SWX2 Certificate to be duly executed.


 


Dated: October 17, 2019


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but
    solely as Certificate Administrator
	 	 	 
	 	By:	 
	 	 	Authorized Signatory







 


Certificate of Authentication


 


This is one of the Class
SWX2 Certificates referred to in the Pooling and Servicing Agreement.


 


Dated: October 17, 2019


	 	 
	 	CITIBANK,
    N.A., not in its individual capacity but solely
    as Authenticating Agent
	 	 	 
	 	By:	 
	 	 	Authorized Signatory




 






    A-28-15


     


    


 




EXHIBIT B


 


MORTGAGE LOAN SCHEDULE


 



     


     


    



 




	CF
    2019-CF2	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Mortgage
    Loan	 	 	 	 	 	Mortage	Original
    Principal	Cut-off
    Date 	Maturity
    Date	Due	Current
    Monthly
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Street
    Address	City	State	Zip
    Code	Rate	Balance	Stated
    Principal Balance	or
    ARD	Date
    	Debt
    Service
	1.00	1.00	KeyBank	GNL
    Office and Industrial Portfolio	Various	Various	Various	Various	3.6500%	68,000,000	68,000,000	10/01/2029	1	209,706
	1.01	1.01	KeyBank	Quest
    Diagnostics, Inc.	27027
    Tourney Road 	Santa
    Clarita 	CA	91355	3.6500%	18,617,063	18,617,063	 	 	  
	1.02	1.02	KeyBank	Encompass
    Health Corporation	9001
    Liberty Parkway	Birmingham	AL	35242	3.6500%	13,692,973	13,692,973	 	 	  
	1.03	1.03	KeyBank	AT&T
    Services, Inc.	1010
    North Saint Mary’s Street	San
    Antonio	TX	78215	3.6500%	12,506,051	12,506,051	 	 	  
	1.04	1.04	KeyBank	Up
    Central Leasing LLC	4343
    Wyoming Avenue	Dearborn	MI	48126	3.6500%	3,568,675	3,568,675	 	 	  
	1.05	1.05	KeyBank	ComDoc,
    Inc.	8247
    Pittsburg Avenue Northwest	North
    Canton	OH	44720	3.6500%	3,414,785	3,414,785	 	 	  
	1.06	1.06	KeyBank	Stanley
    Convergent Security Solutions, Inc.	8350
    Sunlight Drive	Fishers	IN	46037	3.6500%	3,376,776	3,376,776	 	 	  
	1.07	1.07	KeyBank	EQT
    Gathering, LLC	317
    East Roy Furman Highway	Waynesburg	PA	15370	3.6500%	2,804,032	2,804,032	 	 	  
	1.08	1.08	KeyBank	Metal
    Technologies, Inc.	909
    East State Road 54	Bloomfield	IN	47424	3.6500%	2,340,092	2,340,092	 	 	  
	1.09	1.09	KeyBank	Heatcraft
    Refrigeration Products, LLC	7814
    Magnolia Industrial Boulevard	Tifton	GA	31794	3.6500%	2,314,086	2,314,086	 	 	  
	1.10	1.10	KeyBank	Hanes
    Companies, Inc.	200
    Union Grove Road	Calhoun	GA	30701	3.6500%	2,054,726	2,054,726	 	 	  
	1.11	1.11	KeyBank	FedEx
    Ground Package System, Inc.	6013
    Horsemans Drive	Lake
    Charles	LA	70615	3.6500%	1,907,742	1,907,742	 	 	  
	1.12	1.12	KeyBank	Cummins,
    Inc.	2600
    East 2nd Street	Gillette	WY	82718	3.6500%	1,402,999	1,402,999	 	 	  
	2.00	2.00	CCRE	Uline
    Arena	1140
    3rd Street Northeast	Washington	DC	20002	4.0400%	42,000,000	42,000,000	08/06/2029	6	143,364
	3.00	3.00	KeyBank	Ocean
    Edge Resort & Golf Club	2907
    Main Street	Brewster	MA	02631	3.7500%	40,000,000	40,000,000	10/01/2029	1	185,246
	4.00	4.00	KeyBank	Inland
    Life Storage Portfolio	Various	Various	Various	Various	3.8090%	39,505,000	39,505,000	08/01/2029	1	127,137
	4.01	4.01	KeyBank	Life
    Storage - 586	5491
    Plaza Drive	Flowood	MS	39232	3.8090%	2,865,649	2,865,649	 	 	  
	4.02	4.02	KeyBank	Life
    Storage - 145	140
    Centennial Boulevard	Richardson	TX	75081	3.8090%	2,326,012	2,326,012	 	 	  
	4.03	4.03	KeyBank	Life
    Storage - 364	130
    Centre Street	Ridgeland	MS	39157	3.8090%	2,308,086	2,308,086	 	 	  
	4.04	4.04	KeyBank	Life
    Storage - 365	5111
    I-55 North	Jackson	MS	39206	3.8090%	2,232,973	2,232,973	 	 	  
	4.05	4.05	KeyBank	Life
    Storage - 212	313
    Guilbeau Road	Lafayette	LA	70506	3.8090%	1,935,242	1,935,242	 	 	  
	4.06	4.06	KeyBank	Life
    Storage - 386	4155
    Fairway Plaza Drive	Pasadena	TX	77505	3.8090%	1,823,595	1,823,595	 	 	  
	4.07	4.07	KeyBank	Life
    Storage - 256	2280
    East Main Street	League
    City	TX	77573	3.8090%	1,749,163	1,749,163	 	 	  
	4.08	4.08	KeyBank	Life
    Storage - 206	5110
    Franz Road	Katy	TX	77493	3.8090%	1,656,120	1,656,120	 	 	  
	4.09	4.09	KeyBank	Life
    Storage - 324	2860
    Northeast Evangeline Throughway	Lafayette	LA	70507	3.8090%	1,633,025	1,633,025	 	 	  
	4.10	4.10	KeyBank	Life
    Storage - 236	7437
    Garners Ferry Road	Columbia	SC	29209	3.8090%	1,562,024	1,562,024	 	 	  
	4.11	4.11	KeyBank	Life
    Storage - 184	5961
    I-55 North	Jackson	MS	39213	3.8090%	1,432,824	1,432,824	 	 	  
	4.12	4.12	KeyBank	Life
    Storage - 500	6000
    Garners Ferry Road and 1417 Atlas Road	Columbia	SC	29209	3.8090%	1,330,481	1,330,481	 	 	  
	4.13	4.13	KeyBank	Life
    Storage - 288	32777
    State Highway 249	Pinehurst	TX	77362	3.8090%	1,321,174	1,321,174	 	 	  
	4.14	4.14	KeyBank	Life
    Storage - 299	203
    Albertson Parkway	Broussard	LA	70518	3.8090%	1,320,620	1,320,620	 	 	  
	4.15	4.15	KeyBank	Life
    Storage - 209	2207
    West Pinhook Road	Lafayette	LA	70508	3.8090%	1,302,566	1,302,566	 	 	  
	4.16	4.16	KeyBank	Life
    Storage - 035	10020
    Two Notch Road	Columbia	SC	29223	3.8090%	1,136,017	1,136,017	 	 	  
	4.17	4.17	KeyBank	Life
    Storage - 074	6011
    I-55 North	Jackson	MS	39213	3.8090%	1,118,977	1,118,977	 	 	  
	4.18	4.18	KeyBank	Life
    Storage - 252	1606
    Plantation Road	Dallas	TX	75235	3.8090%	1,079,270	1,079,270	 	 	  
	4.19	4.19	KeyBank	Life
    Storage - 033	7403
    Parklane Road	Columbia	SC	29223	3.8090%	995,535	995,535	 	 	  
	4.20	4.20	KeyBank	Life
    Storage - 205	4000
    North West Street	Jackson	MS	39206	3.8090%	994,015	994,015	 	 	  
	4.21	4.21	KeyBank	Life
    Storage - 300	4706
    West Congress Street	Lafayette	LA	70506	3.8090%	986,231	986,231	 	 	  
	4.22	4.22	KeyBank	Life
    Storage - 026	3511
    South Holden Road	Greensboro	NC	27407	3.8090%	874,580	874,580	 	 	  
	4.23	4.23	KeyBank	Life
    Storage - 361	421
    Classic Drive	Hattiesburg	MS	39402	3.8090%	817,932	817,932	 	 	  
	4.24	4.24	KeyBank	Life
    Storage - 165	5810
    West Gate City Boulevard	Greensboro	NC	27407	3.8090%	716,412	716,412	 	 	  
	4.25	4.25	KeyBank	Life
    Storage - 208	2310
    West Pinhook Road	Lafayette	LA	70508	3.8090%	688,500	688,500	 	 	  
	4.26	4.26	KeyBank	Life
    Storage - 211	2888
    Northeast Evangeline Throughway	Lafayette	LA	70507	3.8090%	669,892	669,892	 	 	  
	4.27	4.27	KeyBank	Life
    Storage - 021	2648
    Two Notch Road	Columbia	SC	29204	3.8090%	624,809	624,809	 	 	  
	4.28	4.28	KeyBank	Life
    Storage - 298	300
    Westgate Road	Lafayette	LA	70506	3.8090%	595,460	595,460	 	 	  
	4.29	4.29	KeyBank	Life
    Storage - 297	5922
    Cameron Street	Scott	LA	70583	3.8090%	426,006	426,006	 	 	  
	4.30	4.30	KeyBank	Life
    Storage - 153	118
    Stage Coach Trail	Greensboro	NC	27409	3.8090%	362,858	362,858	 	 	  
	4.31	4.31	KeyBank	Life
    Storage - 075	2947
    McDowell Road Extension	Jackson	MS	39204	3.8090%	334,946	334,946	 	 	  
	4.32	4.32	KeyBank	Life
    Storage - 152	4207
    Hilltop Road	Greensboro	NC	27407	3.8090%	284,004	284,004	 	 	  
	5.00	5.00	SMC	Bushwick
    Avenue Portfolio	Various	Brooklyn	NY	11221	3.7100%	36,000,000	36,000,000	09/06/2029	6	112,846
	5.01	5.01	SMC	340
    Evergreen Avenue	340
    Evergreen Avenue	Brooklyn	NY	11221	3.7100%	18,540,000	18,540,000	 	 	 
	5.02	5.02	SMC	871
    Bushwick Avenue	871
    Bushwick Avenue	Brooklyn	NY	11221	3.7100%	10,980,000	10,980,000	 	 	 
	5.03	5.03	SMC	889
    Bushwick Avenue	889
    Bushwick Avenue	Brooklyn	NY	11221	3.7100%	6,480,000	6,480,000	 	 	 
	6.00	6.00	KeyBank	Flamingo
    Pines Plaza	12502-12630
    Pines Boulevard	Pembroke
    Pines	FL	33027	4.3700%	33,500,000	33,372,181	07/01/2029	1	167,162
	7.00	7.00	CCRE	The
    Stanwix	115
    Stanwix Street	Brooklyn	NY	11206	3.0000%	33,000,000	33,000,000	09/01/2029	1	83,646
	7.00S	7.00S	CCRE	The
    Stanwix	115
    Stanwix Street	Brooklyn	NY	11206	3.0000%	30,000,000	30,000,000	09/01/2029	1	83,646
	8.00	8.00	SMC	Hilton
    Portfolio	Various	Various	Various	Various	4.3000%	30,000,000	30,000,000	09/06/2029	6	108,993
	8.01	8.01	SMC	Hampton
    Inn Bartonsville	700
    Commerce Boulevard	Stroudsburg	PA	18360	4.3000%	5,691,176	5,691,176	 	 	 
	8.02	8.02	SMC	Homewood
    Suites Leesburg	115
    Fort Evans Road Northeast	Leesburg	VA	20176	4.3000%	5,117,647	5,117,647	 	 	 
	8.03	8.03	SMC	Hampton
    Inn Leesburg	117
    Fort Evans Road Northeast	Leesburg	VA	20176	4.3000%	4,897,059	4,897,059	 	 	 
	8.04	8.04	SMC	Hampton
    Inn Faxon	66
    Liberty Lane	Williamsport	PA	17701	4.3000%	4,235,294	4,235,294	 	 	 
	8.05	8.05	SMC	Homewood
    Suites Ocala	4610
    Southwest 49th Road	Ocala	FL	34474	4.3000%	4,014,706	4,014,706	 	 	 
	8.06	8.06	SMC	Hampton
    Inn Williamsport	140
    Via Bella Street	Williamsport	PA	17701	4.3000%	3,176,471	3,176,471	 	 	 
	8.07	8.07	SMC	Hampton
    Inn Bermuda Run	196
    NC Highway 801 North	Bermuda
    Run	NC	27006	4.3000%	2,867,647	2,867,647	 	 	 
	9.00	9.00	CCRE	Southbridge
    Park	1500
    Palisade Avenue	Fort
    Lee	NJ	07024	3.1775%	29,000,000	29,000,000	10/01/2029	1	77,856
	10.00	10.00	CCRE	Grand
    Canal Shoppes	3327
    & 3377 Las Vegas Boulevard South	Las
    Vegas	NV	89109	3.7408%	25,000,000	25,000,000	07/01/2029	1	79,016
	11.00	11.00	KeyBank	Gemstone
    - Inland Portfolio	Various	Various	FL	Various	4.7500%	23,919,000	23,919,000	06/01/2026	1	95,994
	11.01	11.01	KeyBank	Sunset
    Village	3715
    14th Street West	Bradenton	FL	34205	4.7500%	6,988,075	6,988,075	 	 	  
	11.02	11.02	KeyBank	Suncoast	9029
    US Highway 19	Port
    Richey	FL	34668	4.7500%	3,076,028	3,076,028	 	 	  
	11.03	11.03	KeyBank	Tropic
    Breeze	11310
    US Highway 19	Port
    Richey	FL	34668	4.7500%	2,444,231	2,444,231	 	 	  
	11.04	11.04	KeyBank	Lakewood	11517
    State Route 52	Hudson	FL	34669	4.7500%	1,863,487	1,863,487	 	 	  
	11.05	11.05	KeyBank	Kozy	3113
    Cortez Road West	Bradenton	FL	34207	4.7500%	3,037,739	3,037,739	 	 	  
	11.06	11.06	KeyBank	Capital	5110
    14th Street West	Bradenton	FL	34207	4.7500%	2,610,158	2,610,158	 	 	  
	11.07	11.07	KeyBank	Try
    Mor	5624
    14th Street West	Bradenton	FL	34207	4.7500%	2,188,959	2,188,959	 	 	  
	11.08	11.08	KeyBank	Sunny
    Acres	5210
    14th Street West	Bradenton	FL	34207	4.7500%	1,710,323	1,710,323	 	 	  
	12	12	GACC	Woodlands
    Mall	1201
    Lake Woodlands Drive	The
    Woodlands	TX	77380	4.2560%	21,400,000	21,400,000	08/01/2029	1	76,953
	13.00	13.00	KeyBank	MI-SC
    Storage Portfolio	Various	Various	Various	Various	3.7000%	21,130,000	21,130,000	10/01/2029	1	97,258
	13.01	13.01	KeyBank	Solo
    Storage - Dove Rd	4296
    Dove Road	Port
    Huron	MI	48060	3.7000%	2,498,390	2,498,390	 	 	  
	13.02	13.02	KeyBank	Port
    Huron Self Storage	1900
    Yeager Street	Port
    Huron	MI	48060	3.7000%	2,146,223	2,146,223	 	 	  
	13.03	13.03	KeyBank	Lapeer
    Self Storage - Demille	500
    Demille Road	Lapeer	MI	48446	3.7000%	2,139,579	2,139,579	 	 	  
	13.04	13.04	KeyBank	Marion
    Self Storage - White’s Mini Storage	1834
    Senator Gasque Road	Marion	SC	29571	3.7000%	1,813,991	1,813,991	 	 	  
	13.05	13.05	KeyBank	Fort
    Gratiot Self Storage	2860
    Krafft Road	Fort
    Gratiot	MI	48059	3.7000%	1,740,899	1,740,899	 	 	  
	13.06	13.06	KeyBank	Lapeer
    Self Storage - Luzi’s	3591
    Davison Road	Lapeer	MI	48446	3.7000%	1,289,063	1,289,063	 	 	  
	13.07	13.07	KeyBank	Fort
    Knox - Lapeer	296
    Lake Nepessing Road	Lapeer	MI	48446	3.7000%	1,136,236	1,136,236	 	 	  
	13.08	13.08	KeyBank	Marion
    Self Storage - Francis Marion Plaza Storage	2816
    North Highway 501	Marion	SC	29571	3.7000%	1,096,368	1,096,368	 	 	  
	13.09	13.09	KeyBank	Marion
    Self Storage - All Storage	3040
    East Highway 76	Mullins	SC	29574	3.7000%	1,043,211	1,043,211	 	 	  
	13.10	13.10	KeyBank	Solo
    Storage - Howard St	2701
    Howard Street	Port
    Huron	MI	48060	3.7000%	970,120	970,120	 	 	  
	13.11	13.11	KeyBank	Lapeer
    Self Storage - Evergreen	776
    South Elba Road	Lapeer	MI	48446	3.7000%	936,896	936,896	 	 	  
	13.12	13.12	KeyBank	Lapeer
    Self Storage - Sam’s	1399
    Imlay City Road	Lapeer	MI	48446	3.7000%	930,252	930,252	 	 	  
	13.13	13.13	KeyBank	Marysville
    Self Storage	110
    Eileen Street	Saint
    Clair	MI	48079	3.7000%	903,673	903,673	 	 	  
	13.14	13.14	KeyBank	Saint
    Clair Self Storage	1819
    Fred West Moore Highway	Saint
    Clair	MI	48079	3.7000%	903,673	903,673	 	 	  
	13.15	13.15	KeyBank	Fort
    Knox - Imlay City	2180
    South Almont Avenue	Imlay
    City	MI	48444	3.7000%	890,384	890,384	 	 	  
	13.16	13.16	KeyBank	Lapeer
    Self Storage - Lock Tight	2080
    North Lapeer Road	Lapeer	MI	48446	3.7000%	691,044	691,044	 	 	  
	14	14	SMC	136-20
    38th Avenue 	136-20
    38th Avenue 	Flushing	NY	11354	3.9000%	20,000,000	20,000,000	08/06/2029	6	65,903
	15	15	GACC	Beverly
    Hills BMW	5070
    & 5151 Wilshire Boulevard	Los
    Angeles	CA	90036	3.9000%	20,000,000	20,000,000	09/06/2029	6	65,903
	16.00	16.00	CCRE	BWAY
    Facilities	Various	Chicago	IL	60623	3.9500%	17,585,000	17,585,000	10/06/2029	6	58,688
	16.01	16.01	CCRE	BWAY
    Facilities Premises C	4400
    West 35th Place	Chicago	IL	60623	3.9500%	9,059,079	9,059,079	 	 	 
	16.02	16.02	CCRE	BWAY
    Facilities Premises A & B	3200
    South Kilbourn Avenue	Chicago	IL	60623	3.9500%	8,525,921	8,525,921	 	 	 
	17	17	KeyBank	Metreon	9460,
    9484, 9516 & 9540 West Flamingo Road	Las
    Vegas	NV	89147	4.3000%	17,567,000	17,521,049	08/01/2029	1	86,934
	18	18	KeyBank	Capital
    at St. Charles	10
    San Miguel Drive	Saint
    Charles	MO	63303	3.8400%	16,500,000	16,500,000	08/01/2029	1	53,533
	19	19	SMC	Corporate
    Park of Doral	7705-7789
    NW 48th Street 	Doral	FL	33166	3.5000%	16,000,000	16,000,000	10/06/2029	6	47,315
	20.00	20.00	KeyBank	Sandpiper
    Midwest Portfolio	Various	Various	Various	Various	4.9300%	16,000,000	15,963,170	08/01/2024	1	85,208
	20.01	20.01	KeyBank	WoodSpring
    Suites Columbus	375
    Hutchinson Avenue	Columbus	OH	43235	4.9300%	3,955,720	3,946,614	 	 	  
	20.02	20.02	KeyBank	WoodSpring
    Suites Fairfield 	6725
    Fairfield Business Drive	Fairfield	OH	45014	4.9300%	4,250,922	4,241,137	 	 	  
	20.03	20.03	KeyBank	WoodSpring
    Suites Easton	4202
    Transit Drive	Columbus	OH	43230	4.9300%	4,014,760	4,005,519	 	 	  
	20.04	20.04	KeyBank	WoodSpring
    Suites Fort Wayne	2850
    Dupont Commerce Court	Fort
    Wayne	IN	46825	4.9300%	3,778,598	3,769,900	 	 	  
	21.00	21.00	CCRE	Liberty
    MA Portfolio	Various	Worcester	MA	01606	4.3000%	15,500,000	15,444,030	08/01/2029	1	84,404
	21.01	21.01	CCRE	10-14
    New Bond	10-14
    New Bond Street	Worcester	MA	01606	4.3000%	11,657,746	11,615,651	 	 	 
	21.02	21.02	CCRE	151
    West Boylston	151
    West Boylston Drive	Worcester	MA	01606	4.3000%	2,445,070	2,436,241	 	 	 
	21.03	21.03	CCRE	8
    New Bond	8
    New Bond Street	Worcester	MA	01606	4.3000%	1,397,183	1,392,138	 	 	 
	22	22	CCRE	The
    Centre	695
    Anderson Avenue	Cliffside
    Park	NJ	07010	5.6817%	15,000,000	15,000,000	07/06/2024	6	72,007
	23	23	GACC	University
    Station Sarasota	5298
    University Parkway	Sarasota	FL	34243	3.7770%	14,690,000	14,690,000	09/06/2029	6	46,879
	24	24	SMC	River
    Valley Shopping Center	1316
    East Expressway 83	McAllen	TX	78503	4.1000%	14,650,000	14,650,000	08/06/2029	6	50,749
	25	25	SMC	265
    Davidson Avenue	265
    Davidson Avenue	Franklin
    (Somerset)	NJ	08873	4.5000%	14,000,000	14,000,000	08/06/2029	6	53,229
	26.00	26.00	CCRE	106
    N Grove & 25 N Harrison	Various	East
    Orange	NJ	Various	4.2101%	13,800,000	13,800,000	09/06/2029	6	49,089
	26.01	26.01	CCRE	106
    N Grove 	106
    North Grove Street	East
    Orange	NJ	07079	4.2101%	esv	8,400,000	 	 	 
	26.02	26.02	CCRE	25
    N Harrison	25
    North Harrison Street	East
    Orange	NJ	07017	4.2101%	5,400,000	5,400,000	 	 	 
	27	27	KeyBank	My
    Self Storage Space - Brea	1295
    West Lambert Road	Brea	CA	92821	3.8600%	13,350,000	13,350,000	08/01/2029	1	43,539
	28	28	SMC	Aero
    Office Park	8745-8775
    Aero Drive	San
    Diego	CA	92123	3.9000%	12,200,000	12,200,000	07/06/2029	6	40,201
	29.00	29.00	CCRE	Lee
    Industries	Various	Various	NC	Various	3.9900%	12,025,000	12,025,000	09/06/2029	6	40,538
	29.01	29.01	CCRE	Conover
    (HQ)	210
    4th Avenue Southwest	Conover	NC	28613	3.9900%	5,604,873	5,604,873	 	 	 
	29.02	29.02	CCRE	Newton	1620
    Fisher Court	Newton	NC	28658	3.9900%	3,706,859	3,706,859	 	 	 
	29.03	29.03	CCRE	High
    Point Showroom	100
    South Lindsay Street and 100 North Lindsay Street	High
    Point	NC	27260	3.9900%	2,713,268	2,713,268	 	 	 
	30	30	SMC	La
    Terraza Office Building	600
    La Terraza Boulevard	Escondido	CA	92025	4.3000%	11,600,000	11,600,000	08/06/2029	6	42,144
	31	31	SMC	T-Mobile
    Meridian	3265
    East Goldstone Drive	Meridian	ID	83642	3.7100%	10,887,500	10,887,500	09/06/2026	6	34,128
	32	32	SMC	Marriott
    SpringHill Suites and Towneplace Suites	4040
    and 4050 Northwest Avenue	Bellingham	WA	98226	4.3000%	10,000,000	9,947,487	06/06/2029	6	49,487
	33	33	CCRE	Chef’s
    Store Charleston	1510
    Meeting Street	Charleston	SC	29405	4.4700%	8,900,000	8,900,000	08/01/2029	1	33,613
	34.00	34.00	SMC	Tennessee
    Retail Portfolio	Various	Various	TN	Various	4.2800%	7,400,000	7,400,000	08/06/2029	6	26,760
	34.01	34.01	SMC	Elk
    Crossing	601-751
    West Elk Avenue	Elizabethton	TN	37643	4.2800%	4,716,338	4,716,338	 	 	 
	34.02	34.02	SMC	Cumberland
    Crossing	2500
    Jacksboro Pike	LaFollette	TN	37757	4.2800%	2,683,662	2,683,662	 	 	 
	35	35	SMC	Sandhurst
    Apartments	30582
    Sandhurst Street	Roseville	MI	48066	3.2400%	7,000,000	6,988,474	09/06/2029	6	30,426
	36.00	36.00	KeyBank	Churchlight
    Portfolio	Various	Various	PA	Various	5.4000%	6,780,000	6,780,000	07/01/2024	1	30,934
	36.01	36.01	KeyBank	Lisa
    Lake	111
    Sunrise Drive	Middletown	PA	17057	5.4000%	3,960,057	3,960,057	 	 	  
	36.02	36.02	KeyBank	Grimms	2150
    Eshelman Street	Middletown	PA	17057	5.4000%	385,720	385,720	 	 	  
	36.03	36.03	KeyBank	Nelson
    Manor	26
    Nelson Manor Lane	Middletown	PA	17057	5.4000%	846,601	846,601	 	 	  
	36.04	36.04	KeyBank	Hokes	22
    Hummel Lane	Middletown	PA	17057	5.4000%	814,470	814,470	 	 	  
	36.05	36.05	KeyBank	Highspire
    Court	22
    Willow Street	Highspire	PA	17034	5.4000%	773,152	773,152	 	 	  
	37	37	SMC	Comfort
    Suites Phoenix Airport	1625
    South 52nd Street	Tempe	AZ	85281	4.7000%	6,500,000	6,488,587	09/06/2029	6	36,871
	38	38	CCRE	7001
    S Alameda 	6921  &
    7001 South Alameda Street	Huntington
    Park	CA	90001	4.3500%	5,200,000	5,200,000	10/01/2029	1	19,112
	39.00	39.00	SMC	Princeton
    Estates Portfolio	Various	Various	ND	Various	4.0500%	5,200,000	5,192,574	09/06/2029	6	24,976
	39.01	39.01	SMC	Strata
    Estates Williston	1501-1643
    19th Avenue West	Williston	ND	58801	4.0500%	2,950,000	2,945,787	 	 	 
	39.02	39.02	SMC	Strata
    Estates of Watford City	504-549
    Creekside Street Southeast and 505-549 7th Street Southeast	Watford
    City	ND	58854	4.0500%	2,250,000	2,246,787	 	 	 
	40	40	KeyBank	700
    Acqua Apartments Phase III	712
    Windy Way	Newport
    News	VA	23602	4.5500%	4,750,000	4,750,000	08/01/2026	1	18,261
	41	41	SMC	Grove
    Heights	1900
    West 18th St	Houston	TX	77008	4.3000%	4,217,000	4,217,000	08/06/2029	6	15,321
	42.00	42.00	SMC	Brooklyn
    Condo Portfolio	Various	Brooklyn	NY	Various	4.5500%	3,600,000	3,600,000	09/06/2029	6	13,840
	42.01	42.01	SMC	Dumbo	67
    Front Street	Brooklyn	NY	11201	4.5500%	1,832,143	1,832,143	 	 	 
	42.02	42.02	SMC	Crown
    Heights	866
    Eastern Parkway	Brooklyn	NY	11213	4.5500%	1,767,857	1,767,857	 	 	 
	43	43	KeyBank	Planet
    Self Storage	115
    Bacon Street	Waltham	MA	02451	4.1700%	3,600,000	3,600,000	06/01/2029	1	12,684
	44	44	SMC	Dunlawton
    Shopping Center	1765
    Dunlawton Avenue	Port
    Orange	FL	32129	4.2500%	3,550,000	3,550,000	09/06/2029	6	12,748
	45	45	CCRE	Qwik
    Stor Self Storage	1213
    North King Street	Hampton	VA	23669	4.1400%	3,400,000	3,400,000	10/01/2029	1	11,893
	46	46	KeyBank	Menifee
    Storage	27437
    Murrieta Road	Sun
    City	CA	92585	4.5000%	3,250,000	3,250,000	10/01/2029	1	16,467
	47	47	SMC	Hesperia
    Shopping Center	14466
    Main Street	Hesperia	CA	92345	4.3500%	3,100,000	3,100,000	07/06/2029	6	11,394
	48	48	KeyBank	Mini
    U Storage - Crowley	786
    FM 1187	Crowley	TX	76036	4.2500%	3,000,000	3,000,000	10/01/2024	1	10,773



 


     


     


    
 


	CF
    2019-CF2	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Servicing
    Fee Rate	Interest	 	 	 	 	 	 	 	 	 
	 	 	Mortgage
    Loan	 	Master
    Servicing	Primary
    Servicing	Accrual
    	Letter
    of 	 	Part
    of	Leasehold	Current
    Mezzanine	 	 	 	 
	ID	Loan
    Number	 Seller	Mortgage
    Loan Name	Fee
    Rate	Fee
    Rate 	Method	Credit	Post-ARD
    Revised Rate	Whole
    Loan	Interest	or
    Subordinate Debt	Sub
    Servicer Name	Sub
    Servicer Cashiering	Sub
    Servicer Fee Rate	Earnout/Holdback
	1.00	1.00	KeyBank	GNL
    Office and Industrial Portfolio	0.00125%	0.00000%	Actual/360	No	No	Yes	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	1.01	1.01	KeyBank	Quest
    Diagnostics, Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.02	1.02	KeyBank	Encompass
    Health Corporation	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.03	1.03	KeyBank	AT&T
    Services, Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.04	1.04	KeyBank	Up
    Central Leasing LLC	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.05	1.05	KeyBank	ComDoc,
    Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.06	1.06	KeyBank	Stanley
    Convergent Security Solutions, Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.07	1.07	KeyBank	EQT
    Gathering, LLC	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.08	1.08	KeyBank	Metal
    Technologies, Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.09	1.09	KeyBank	Heatcraft
    Refrigeration Products, LLC	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.10	1.10	KeyBank	Hanes
    Companies, Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.11	1.11	KeyBank	FedEx
    Ground Package System, Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	1.12	1.12	KeyBank	Cummins,
    Inc.	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	2.00	2.00	CCRE	Uline
    Arena	0.00125%	0.00000%	Actual/360	No	No	Yes	Fee
    Simple	NAP	Midland
    - Cashiering	Full	0.00125%	No
	3.00	3.00	KeyBank	Ocean
    Edge Resort & Golf Club	0.00125%	0.00000%	Actual/360	No	No	Yes	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	4.00	4.00	KeyBank	Inland
    Life Storage Portfolio	0.00125%	0.00000%	Actual/360	No	No	Yes	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	4.01	4.01	KeyBank	Life
    Storage - 586	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.02	4.02	KeyBank	Life
    Storage - 145	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.03	4.03	KeyBank	Life
    Storage - 364	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.04	4.04	KeyBank	Life
    Storage - 365	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.05	4.05	KeyBank	Life
    Storage - 212	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.06	4.06	KeyBank	Life
    Storage - 386	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.07	4.07	KeyBank	Life
    Storage - 256	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.08	4.08	KeyBank	Life
    Storage - 206	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.09	4.09	KeyBank	Life
    Storage - 324	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.10	4.10	KeyBank	Life
    Storage - 236	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.11	4.11	KeyBank	Life
    Storage - 184	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.12	4.12	KeyBank	Life
    Storage - 500	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.13	4.13	KeyBank	Life
    Storage - 288	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.14	4.14	KeyBank	Life
    Storage - 299	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.15	4.15	KeyBank	Life
    Storage - 209	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.16	4.16	KeyBank	Life
    Storage - 035	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.17	4.17	KeyBank	Life
    Storage - 074	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.18	4.18	KeyBank	Life
    Storage - 252	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.19	4.19	KeyBank	Life
    Storage - 033	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.20	4.20	KeyBank	Life
    Storage - 205	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.21	4.21	KeyBank	Life
    Storage - 300	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.22	4.22	KeyBank	Life
    Storage - 026	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.23	4.23	KeyBank	Life
    Storage - 361	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.24	4.24	KeyBank	Life
    Storage - 165	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.25	4.25	KeyBank	Life
    Storage - 208	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.26	4.26	KeyBank	Life
    Storage - 211	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.27	4.27	KeyBank	Life
    Storage - 021	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.28	4.28	KeyBank	Life
    Storage - 298	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.29	4.29	KeyBank	Life
    Storage - 297	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.30	4.30	KeyBank	Life
    Storage - 153	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.31	4.31	KeyBank	Life
    Storage - 075	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	4.32	4.32	KeyBank	Life
    Storage - 152	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	5.00	5.00	SMC	Bushwick
    Avenue Portfolio	0.00125%	0.00125%	Actual/360	None	No	Yes	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	5.01	5.01	SMC	340
    Evergreen Avenue	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	5.02	5.02	SMC	871
    Bushwick Avenue	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	5.03	5.03	SMC	889
    Bushwick Avenue	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	6.00	6.00	KeyBank	Flamingo
    Pines Plaza	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	7.00	7.00	CCRE	The
    Stanwix	0.00125%	0.00125%	Actual/360	No	No	Yes	Fee
    Simple	B-note
    ($30,000,000), Mezzanine ($10,000,000)	BPC
    - Non-Cashiering	Limited	0.02000%	No
	7.00S	7.00S	CCRE	The
    Stanwix	0.00000%	0.02000%	Actual/360	No	No	Yes	Fee
    Simple	 Mezzanine
    ($10,000,000)	NAP	NAP	0.00000%	No
	8.00	8.00	SMC	Hilton
    Portfolio	0.00125%	0.00125%	Actual/360	Yes	No	Yes	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	8.01	8.01	SMC	Hampton
    Inn Bartonsville	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	8.02	8.02	SMC	Homewood
    Suites Leesburg	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	8.03	8.03	SMC	Hampton
    Inn Leesburg	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	8.04	8.04	SMC	Hampton
    Inn Faxon	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	8.05	8.05	SMC	Homewood
    Suites Ocala	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	8.06	8.06	SMC	Hampton
    Inn Williamsport	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	8.07	8.07	SMC	Hampton
    Inn Bermuda Run	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	9.00	9.00	CCRE	Southbridge
    Park	0.00125%	0.00125%	Actual/360	No	No	None	Fee
    Simple	NAP	BPC
    - Non-Cashiering	Limited	0.02000%	No
	10.00	10.00	CCRE	Grand
    Canal Shoppes	0.00125%	0.00000%	Actual/360	No	No	Yes	Fee/Leasehold	B-note	Midland
    - Cashiering	Full	0.00250%	No
	11.00	11.00	KeyBank	Gemstone
    - Inland Portfolio	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	11.01	11.01	KeyBank	Sunset
    Village	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	11.02	11.02	KeyBank	Suncoast	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	11.03	11.03	KeyBank	Tropic
    Breeze	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	11.04	11.04	KeyBank	Lakewood	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	11.05	11.05	KeyBank	Kozy	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	11.06	11.06	KeyBank	Capital	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	11.07	11.07	KeyBank	Try
    Mor	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	11.08	11.08	KeyBank	Sunny
    Acres	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	12	12	GACC	Woodlands
    Mall	0.00125%	0.00000%	Actual/360	None	No	Yes	Fee
    Simple	B-note
    ($177,400,000), Mezzanine ($39,503,446)	Midland
    - Cashiering	Full	0.00125%	No
	13.00	13.00	KeyBank	MI-SC
    Storage Portfolio	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering (0.01%); PSRS - Non-cashiering (0.05%)	KeyBank
    - Full; PSRS - Limited	0.06000%	No
	13.01	13.01	KeyBank	Solo
    Storage - Dove Rd	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.02	13.02	KeyBank	Port
    Huron Self Storage	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.03	13.03	KeyBank	Lapeer
    Self Storage - Demille	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.04	13.04	KeyBank	Marion
    Self Storage - White’s Mini Storage	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.05	13.05	KeyBank	Fort
    Gratiot Self Storage	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.06	13.06	KeyBank	Lapeer
    Self Storage - Luzi’s	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.07	13.07	KeyBank	Fort
    Knox - Lapeer	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.08	13.08	KeyBank	Marion
    Self Storage - Francis Marion Plaza Storage	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.09	13.09	KeyBank	Marion
    Self Storage - All Storage	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.10	13.10	KeyBank	Solo
    Storage - Howard St	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.11	13.11	KeyBank	Lapeer
    Self Storage - Evergreen	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.12	13.12	KeyBank	Lapeer
    Self Storage - Sam’s	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.13	13.13	KeyBank	Marysville
    Self Storage	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.14	13.14	KeyBank	Saint
    Clair Self Storage	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.15	13.15	KeyBank	Fort
    Knox - Imlay City	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	13.16	13.16	KeyBank	Lapeer
    Self Storage - Lock Tight	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	14	14	SMC	136-20
    38th Avenue 	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	15	15	GACC	Beverly
    Hills BMW	0.00125%	0.00000%	Actual/360	None	No	Yes	Fee
    Simple	NAP	Midland
    - Cashiering	Full	0.00125%	No
	16.00	16.00	CCRE	BWAY
    Facilities	0.00125%	0.00125%	Actual/360	No	No	None	Fee
    Simple	NAP	BPC
    - Non-Cashiering	Limited	0.02000%	No
	16.01	16.01	CCRE	BWAY
    Facilities Premises C	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	16.02	16.02	CCRE	BWAY
    Facilities Premises A & B	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	17	17	KeyBank	Metreon	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering (0.01%); Commercial Capital Advisors - Non-cashiering (0.06%)	KeyBank
    - Full; Commercial Capital Advisors - Limited	0.07000%	No
	18	18	KeyBank	Capital
    at St. Charles	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	19	19	SMC	Corporate
    Park of Doral	0.00125%	0.00000%	Actual/360	None	No	None	Fee
    Simple	NAP	Berkadia
    - Cashiering	Full	0.05000%	No
	20.00	20.00	KeyBank	Sandpiper
    Midwest Portfolio	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	20.01	20.01	KeyBank	WoodSpring
    Suites Columbus	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	20.02	20.02	KeyBank	WoodSpring
    Suites Fairfield 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	20.03	20.03	KeyBank	WoodSpring
    Suites Easton	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	20.04	20.04	KeyBank	WoodSpring
    Suites Fort Wayne	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	21.00	21.00	CCRE	Liberty
    MA Portfolio	0.00125%	0.00000%	Actual/360	None	No	Yes	Fee
    Simple	NAP	Midland
    - Cashiering	Full	0.00125%	No
	21.01	21.01	CCRE	10-14
    New Bond	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	21.02	21.02	CCRE	151
    West Boylston	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	21.03	21.03	CCRE	8
    New Bond	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	22	22	CCRE	The
    Centre	0.00125%	0.00000%	Actual/360	No	No	Yes	Fee
    Simple	B-note	Midland
    - Cashiering	Full	0.00125%	No
	23	23	GACC	University
    Station Sarasota	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	 	NAP	0.00000%	No
	24	24	SMC	River
    Valley Shopping Center	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	25	25	SMC	265
    Davidson Avenue	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	26.00	26.00	CCRE	106
    N Grove & 25 N Harrison	0.00125%	0.00125%	Actual/360	No	No	None	Fee
    Simple	Mezzanine	BPC
    - Non-Cashiering	Limited	0.02000%	No
	26.01	26.01	CCRE	106
    N Grove 	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	26.02	26.02	CCRE	25
    N Harrison	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	27	27	KeyBank	My
    Self Storage Space - Brea	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	28	28	SMC	Aero
    Office Park	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	29.00	29.00	CCRE	Lee
    Industries	0.00125%	0.00125%	Actual/360	No	No	None	Fee
    Simple	NAP	BPC
    - Non-Cashiering	Limited	0.02000%	No
	29.01	29.01	CCRE	Conover
    (HQ)	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	29.02	29.02	CCRE	Newton	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	29.03	29.03	CCRE	High
    Point Showroom	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	30	30	SMC	La
    Terraza Office Building	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	31	31	SMC	T-Mobile
    Meridian	0.00125%	0.00125%	Actual/360	None	4%
    plus the initial rate	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	32	32	SMC	Marriott
    SpringHill Suites and Towneplace Suites	0.00125%	0.00000%	Actual/360	None	No	Yes	Fee
    Simple	NAP	Wells
    Fargo - Cashiering	Full	0.00125%	No
	33	33	CCRE	Chef’s
    Store Charleston	0.00125%	0.00125%	Actual/360	No	No	None	Fee
    Simple	NAP	BPC
    - Non-Cashiering	Limited	0.02000%	No
	34.00	34.00	SMC	Tennessee
    Retail Portfolio	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	34.01	34.01	SMC	Elk
    Crossing	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	34.02	34.02	SMC	Cumberland
    Crossing	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	35	35	SMC	Sandhurst
    Apartments	0.00125%	0.00000%	Actual/360	None	No	None	Fee
    Simple	NAP	Bernard
    Financial Corporation - Cashering	Full	0.05000%	No
	36.00	36.00	KeyBank	Churchlight
    Portfolio	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	36.01	36.01	KeyBank	Lisa
    Lake	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	36.02	36.02	KeyBank	Grimms	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	36.03	36.03	KeyBank	Nelson
    Manor	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	36.04	36.04	KeyBank	Hokes	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	36.05	36.05	KeyBank	Highspire
    Court	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	37	37	SMC	Comfort
    Suites Phoenix Airport	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	38	38	CCRE	7001
    S Alameda 	0.00125%	0.00125%	Actual/360	No	No	None	Fee
    Simple	NAP	BPC
    - Non-Cashiering	Limited	0.02000%	No
	39.00	39.00	SMC	Princeton
    Estates Portfolio	0.00125%	0.00000%	Actual/360	None	No	None	Fee
    Simple	NAP	Bernard
    Financial Corporation - Cashering	Full	0.05000%	No
	39.01	39.01	SMC	Strata
    Estates Williston	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	39.02	39.02	SMC	Strata
    Estates of Watford City	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	40	40	KeyBank	700
    Acqua Apartments Phase III	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	41	41	SMC	Grove
    Heights	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	42.00	42.00	SMC	Brooklyn
    Condo Portfolio	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	42.01	42.01	SMC	Dumbo	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	42.02	42.02	SMC	Crown
    Heights	 	 	 	 	 	 	Fee
    Simple	 	 	 	 	 
	43	43	KeyBank	Planet
    Self Storage	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	44	44	SMC	Dunlawton
    Shopping Center	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	45	45	CCRE	Qwik
    Stor Self Storage	0.00125%	0.00125%	Actual/360	No	No	None	Fee
    Simple	NAP	BPC
    - Non-Cashiering	Limited	0.02000%	No
	46	46	KeyBank	Menifee
    Storage	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No
	47	47	SMC	Hesperia
    Shopping Center	0.00125%	0.00125%	Actual/360	None	No	None	Fee
    Simple	NAP	NAP	NAP	0.00000%	No
	48	48	KeyBank	Mini
    U Storage - Crowley	0.00125%	0.00000%	Actual/360	No	No	None	Fee
    Simple	NAP	KeyBank
    - Cashiering	Full	0.01000%	No




 


     


     


    
 





EXHIBIT C-1


 


FORM OF TRANSFEREE AFFIDAVIT


 


AFFIDAVIT PURSUANT TO

SECTION 860E(e)(4) OF THE

INTERNAL REVENUE CODE OF

1986, AS AMENDED


	STATE OF NEW YORK	)	 
	 	)	ss:
	COUNTY OF NEW YORK	)	 


 


                                     ,
being first duly sworn, deposes and says:


 


1.       That
he/she is a                                      
of                                      
(the “Purchaser”), a                                      
duly organized and existing under the laws of the State of                                      
on behalf of which he/she makes this affidavit.


 


2.       That
the Purchaser’s Taxpayer Identification Number is                             .


 


3.       That
the Purchaser of the CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Class R (the “Class
R Certificate”) is a Permitted Transferee (as defined in Article I of the Pooling and Servicing Agreement, dated as of
October 1, 2019 (the “Pooling and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P.,
as depositor, KeyBank National Association, as master servicer and a special servicer, LNR Partners, LLC, as a special servicer,
Citibank, N.A., as trustee, Citibank, N.A., as certificate administrator, paying agent and custodian, Park Bridge Lender Services
LLC, as operating advisor, and Park Bridge Lender Services LLC,
as asset representations reviewer), or is acquiring the Class R Certificate for the account of, or as agent (including as a broker,
nominee, or other middleman) for, a Permitted Transferee and has received from such person or entity an affidavit substantially
in the form of this affidavit.


 


4.       That
the Purchaser historically has paid its debts as they have come due and intends to pay its debts as they come due in the future
and the Purchaser intends to pay taxes associated with holding the Class R Certificate as they become due.


 


5.       That
the Purchaser understands that it may incur tax liabilities with respect to the Class R Certificate in excess of any cash flow
generated by the Class R Certificate.


 


6.       That
the Purchaser will not transfer the Class R Certificate to any person or entity from which the Purchaser has not received an affidavit
substantially in the form of this affidavit or as to which the Purchaser has actual knowledge that the requirements set forth in
paragraph 3, paragraph 4 or paragraph 7 hereof are not satisfied or that the Purchaser has reason to know does not satisfy the
requirements set forth in paragraph 4 hereof.


 


7.       That
the Purchaser is not a Disqualified Non-U.S. Tax Person and is not purchasing the Class R Certificate for the account of, or as
an agent (including as a broker, nominee


 



    C-1-1


     


    

 


or other middleman) for, a Disqualified Non-U.S. Tax Person and is otherwise a Permitted
Transferee.


 


8.            That
the Purchaser agrees to such amendments of the Pooling and Servicing Agreement as may be required to further effectuate the restrictions
on transfer of the Class R Certificate to a “disqualified organization,” an agent thereof, or a person that does not
satisfy the requirements of paragraph 4, paragraph 7 and paragraph 11 hereof.


 


9.            That
the Purchaser consents (a) to the designation of the Certificate Administrator as the “partnership representative”
within the meaning of Code Section 6223 (to the extent such provision is applicable to the Trust REMICs) of each Trust REMIC pursuant
to Section 4.04 of the Pooling and Servicing Agreement and (b) to the Certificate Administrator making any elections allowed to
avoid (i) the application of Code Section 6221 to the Trust REMIC and (ii) payment by the Trust REMIC under Code Section 6225 of
any tax, penalty, interest or other amount imposed under the Code that would otherwise be imposed on the holders of the Class R
Certificates.


 


10.          The
Purchaser agrees to be bound by and to abide by the provisions of Section 5.02 of the Pooling and Servicing Agreement concerning
registration of the transfer and exchange of the Class R Certificate.


 


11.          The
Purchaser will not cause income from the Class R Certificate to be attributable to a foreign permanent establishment or fixed base,
within the meaning of an applicable income tax treaty, of the Purchaser or any other U.S. Tax Person.


 


12.         Check
the applicable paragraph:


 


☐           The
present value of the anticipated tax liabilities associated with holding the Class R Certificate, as applicable, does not exceed
the sum of:


 


(i)        the
present value of any consideration given to the Purchaser to acquire such Class R Certificate;


 


(ii)       the
present value of the expected future distributions on such Certificate; and


 


(iii)      the
present value of the anticipated tax savings associated with holding such Class R Certificate as the related REMIC generates losses.


 


For purposes of this calculation,
(i) the Purchaser is assumed to pay tax at the highest rate currently specified in Code Section 11(b) (but the tax rate in Code
Section 55(b)(1)(B) (as in effect for tax years beginning on or before December 31, 2017) may be used in lieu of the highest rate
specified in Code Section 11(b) if the Purchaser has been subject to the alternative minimum tax under Code Section 55 in the preceding
two years and will compute its taxable income in the current taxable year using the alternative minimum tax rate) and (ii) present
values are computed using a discount rate equal to the short term Federal rate prescribed by Code Section 1274(d) for the month
of the transfer and the compounding period used by the Purchaser.


 



    C-1-2


     


    

 


☐           The
transfer of the Class R Certificate complies with U.S. Treasury Regulations Section 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 U.S. Treasury
Regulations Section 1.860E-1(c)(6)(i), in a transaction that satisfies the requirements of Section 1.860E-1(c)(4)(i), (ii) and
(iii) and Section 1.860E-1(c)(5) of the U.S. Treasury Regulations; and


 


(iv)      the
Purchaser determined the consideration paid to it to acquire the Class R Certificate based on reasonable market assumptions (including,
but not limited to, borrowing and investment rates, prepayment and loss assumptions, expense and reinvestment assumptions, tax
rates and other factors specific to the Purchaser) that it has determined in good faith.


 


☐            None
of the above.


 


Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
Purchaser has caused this instrument to be executed on its behalf by its                                            
this          day of                        ,
20     .


 


	 	[The Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    C-1-3


     


    

 





Personally appeared before
me the above named                                 ,
known or proved to me to be the same person who executed the foregoing instrument and to be the                                 
of the Purchaser, and acknowledged to me that he/she executed the same as his/her free act and deed and the free act and deed of
the Purchaser.


 


Subscribed and sworn
before me this          day of                        ,
20     .


 


	 	



 


NOTARY PUBLIC


 


	COUNTY OF	 	
	 	 	 
	STATE OF	 	 



 


My commission
expires the ____ day of ________________, 20___.


 



    C-1-4


     


    

 





EXHIBIT C-2


 


FORM OF TRANSFEROR LETTER


 


[Date]


 




Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Pooling and
Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2, Class R



 


Ladies and Gentlemen:


 


[Transferor] has reviewed
the attached affidavit of [Transferee], and has no actual knowledge that such affidavit is not true or that [Transferee] is not
a Permitted Transferee (as defined in the Pooling and Servicing Agreement defined in the attached affidavit) and has no actual
knowledge or reason to know that the information contained in the attached affidavit is not true. No purpose of [Transferor] relating
to the transfer of the Class R Certificate by [Transferor] to [Transferee] is or will be to impede the assessment of any tax.


 


	 	Very truly
yours,
	 	 
	 	[Transferor] 
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    C-2-1


     


    

 





EXHIBIT D-1


 


FORM OF INVESTMENT REPRESENTATION LETTER


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard,
30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


CCRE Commercial Mortgage
Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department


 


		Re:	Transfer
of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 Class [   ]



 


Ladies and Gentlemen:


 


This letter is delivered
pursuant to Section 5.02 of the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing
Agreement”), entered into between CCRE Commercial Mortgage Securities, L.P., as depositor, KeyBank National Association,
as master servicer and a special servicer, LNR Partners, LLC, as a special servicer,Citibank, N.A., as trustee, Citibank, N.A.,
as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge
Lender Services LLC, as asset representations reviewer, on behalf of the holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2 (the “Certificates”) with respect to the transfer by [__________]
(the “Seller”) to the undersigned (the “Purchaser”) of [$_____ aggregate [Certificate Balance]
[Notional Amount] of] [_____% Percentage Interest in] Class [_____] Certificates, in certificated fully registered form (such registered
interest, the “Certificate”). Terms used but not defined herein shall have the meanings ascribed thereto in
the Pooling and Servicing Agreement.


 


In connection with
such transfer, the Purchaser hereby represents and warrants to you as follows:


 


		1.	Check one of the following:*



 


		☐	The
Purchaser is not purchasing a Class R Certificate and the Purchaser is an institutional “accredited investor” within
the meaning of Rule 501 (a)(1), (2), (3) or (7)



 



    D-1-1


     


    

 


	 	 	of Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), or an entity in which all of the equity owners are institutional “accredited investors” within the
meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act (an “Institutional Accredited
Investor”), and has such knowledge and experience in financial and business matters as to be capable of evaluating the
merits and risks of the investment in the Certificate, and the Purchaser and any accounts for which the Purchaser is acting are
each able to bear the economic risk of the investment. The Purchaser is acquiring the Certificate for its own account or for one
or more accounts (each of which is an Institutional Accredited Investor) as to each of which the Purchaser exercises sole investment
discretion. The Purchaser hereby undertakes to reimburse the Trust for any costs incurred by it in connection with this transfer.



 


		☐	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.	Check one of the following:*



 


		☐	The Purchaser is purchasing a Certificate which comprises a portion of the VRR Interest.



 


		☐	The Purchaser is not purchasing a Certificate which comprises a portion of the VRR Interest.



 


		3.	The Purchaser’s intention is to acquire the Certificate (a) for investment for the Purchaser’s
own account or (b) for reoffer, resale, pledge or other transfer to (i) “qualified institutional buyers” within the
meaning of, and in transactions complying with, Rule 144A promulgated under the Securities Act, or (ii) (other than with respect
to a Class R Certificate) institutional “accredited investors” within the meaning of Rule 501(a)(1), (2), (3) or (7)
of Regulation D promulgated under the Securities Act or any entity in which all of the equity owners are institutional “accredited
investors” within the meaning of Rule 501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act, pursuant
to any other exemption from the registration requirements of the Securities Act, subject in the case of this clause (ii) to (a)
the receipt by the Certificate Registrar of a letter substantially in the form hereof, (b) the receipt by the Certificate Registrar
of an opinion of counsel acceptable to the Certificate Registrar that such reoffer, resale, pledge or transfer is in compliance
with the Securities Act, (c) the receipt by the Certificate Registrar of such other evidence acceptable to the Certificate Registrar
that such reoffer, resale, pledge or transfer is in compliance with the Securities Act and other applicable laws (including applicable
state and foreign securities laws), and (d) a written undertaking to reimburse the Trust for any costs incurred by it in connection
with the proposed transfer. It understands that the Certificate (and any subsequent Individual Certificate) has not



 


 



 


* Purchaser must include one of
the following two certifications.


 



    D-1-2


     


    

 


		 	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.



 


		4.	The Purchaser acknowledges that the Certificate (and any Certificate issued on transfer or exchange
thereof) has not been registered or qualified under the Securities Act or the securities laws of any State or any other jurisdiction,
and that the Certificate cannot be reoffered, resold, pledged or otherwise transferred unless it is registered or qualified thereunder
or unless an exemption from such registration or qualification is available.



 


		5.	The Purchaser has reviewed the applicable Private Placement Memorandum dated September 26, 2019
relating to the Certificate (the “Private Placement Memorandum”) and the agreements and other materials referred
to therein and has had the opportunity to ask questions and receive answers concerning the terms and conditions of the transactions
contemplated by the Private Placement Memorandum.



 


		6.	The Purchaser hereby undertakes to be bound by the terms and conditions of the Pooling and Servicing
Agreement in its capacity as an owner of an Individual Certificate or Certificates, as the case may be (each, a “Certificateholder”),
in all respects as if it were a signatory thereto. This undertaking is made for the benefit of the Trust, the Trustee, the Certificate
Administrator, the Certificate Registrar and all Certificateholders present and future.



 


		7.	The Purchaser will not sell or otherwise transfer any portion of the Certificate, except in compliance
with Section 5.02 of the Pooling and Servicing Agreement.



 


		8.	Check one of the following:



 


		☐	The Purchaser is a “U.S.
Tax Person” (as defined below) and it has attached hereto an Internal Revenue Service (“IRS”) Form W-9
(or successor form).



 


		☐	The Purchaser is not
a “U.S. Tax Person” (as defined below) and under applicable law in effect on the date hereof, no taxes will be required
to be withheld by the Certificate Registrar (or its agent) with respect to distributions to be made on the Certificate(s). The
Purchaser has attached hereto [(i) a duly executed IRS Form W-8BEN (or successor form) if the Purchaser is an individual, or IRS
Form W-8BEN-E (or successor form) if the Purchaser is an entity, which identifies such Purchaser as the beneficial owner of the
Certificate(s) and states that such Purchaser is not a U.S. Tax Person, (ii) two duly executed copies of IRS Form W-8IMY (and
all appropriate attachments) or (iii)]** two duly executed copies of IRS Form W-8ECI (or successor form), which identify such Purchaser
as the beneficial owner of the Certificate(s) and state that interest and original issue discount on the Certificate(s) is, or
is expected to be, effectively connected with a U.S. trade or business. The Purchaser agrees to provide to the Certificate Registrar
updated [IRS 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



 



    D-1-3


     


    

 


	 	 	requiring a change in the
most recent IRS form of certification furnished by it to the Certificate Registrar.



 


For purposes of this
paragraph 8, “U.S. Tax Person” means a citizen or resident of the United States, a corporation, partnership
(except to the extent provided in applicable Treasury Regulations), or other entity created or organized in or under the laws of
the United States, any state thereof or the District of Columbia, including any entity treated as a corporation or partnership
for federal income tax purposes, an estate whose income is subject to United States federal income tax regardless of its source,
or a trust if a court within the United States is able to exercise primary supervision over the administration of such trust, and
one or more such U.S. Tax Persons have the authority to control all substantial decisions of such trust (or, to the extent provided
in applicable Treasury Regulations, certain trusts in existence on August 20, 1996 that have elected to be treated as U.S. Tax
Persons).


 


Please make all payments
due on the Certificates: ***


 


(a)
 by wire transfer to the following account at a bank or entity in New York, New York, having appropriate facilities
therefor:


 


		Account number:	 	 
	 	 	 	 
	 	Institution:	 	 


 


(b)
 by mailing a check or draft to the following address:


 


		 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


The mailing address
of the Purchaser is:


 


		 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


[DELETE IF NOT APPLICABLE:][The
Class [__] Certificates registered in the name of the Purchaser should be delivered to:


 


 



 


** Delete for Class R.


 


*** Only to be filled out by Purchasers of Individual Certificates. Please select (a) or (b).


 



    D-1-4


     


    

 


		 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	]	 


 


	 	Very truly yours,
	 	 	 
	 	[Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated:  ________________, 20___


 



    D-1-5


     


    

 





EXHIBIT D-2


 


FORM OF ERISA REPRESENTATION LETTER


 


[Date]


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard,
30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department






 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial
Mortgage Pass-Through Certificates, Series 2019-CF2, Class [   ]



 


Ladies and Gentlemen:






 


_______________ (the
“Purchaser”) intends to purchase from _______________ (the “Seller”) [$_____ initial Certificate
Balance][$_____ initial Notional Amount of][_____% Percentage Interest in] of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, Class [_____], CUSIP No. _____ (the “Certificates”), issued pursuant to
the Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between
CCRE Commercial Mortgage Securities, L.P., as depositor, KeyBank National Association, as master servicer and a special servicer,
LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee, Citibank, N.A., as certificate administrator, paying agent
and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset representations
reviewer. All capitalized terms used herein and not otherwise defined shall have the meaning set forth in the Pooling and Servicing
Agreement. The Purchaser hereby certifies, represents and warrants to, and covenants with, the Depositor, the Certificate Administrator,
the Certificate Registrar and the Trustee that:


 


The Purchaser is not
and will not become (a) an employee benefit plan or other retirement arrangement, including an individual retirement account or
a Keogh plan, which is subject to the fiduciary responsibility provisions of Employee Retirement Income Security Act of 1974, as


 



    D-2-1


     


    

 


amended (“ERISA”), or Code Section 4975, or a governmental plan, as defined in Section 3(32) of ERISA, or other
plan subject to any federal, state or local law (“Similar Law”) which is to a material extent similar to the
foregoing provisions of ERISA or the Code (each, a “Plan”), or (b) a collective investment fund whose underlying
assets include Plan assets by reason of a Plan’s investment in the collective investment fund (pursuant to U.S. Department
of Labor Regulation Section 2510.3-101, as modified by Section 3(42) of ERISA, or Similar Law), an insurance company using assets
of separate accounts or general accounts which are deemed pursuant to ERISA or any Similar Law to include assets of Plans, or other
person acting on behalf of any such Plan or using the assets of any such Plan, other than (except in the case of the Class S and
Class R Certificates) an insurance company using the assets of its general account under circumstances whereby such purchase and
the subsequent holding of such Certificate by such insurance company would be exempt from the prohibited transaction provisions
of Section 406 and 407 of ERISA and Code Section 4975 under Sections I and III of PTCE 95-60, or in the case of a Plan subject
to Similar Law, where its acquisition, holding and disposition of such Certificate will not result in a non-exempt violation of
Similar Law; and


 


The Purchaser understands
that if the Purchaser is a person referred to in clause (a) or (b) above, except in the case of the Class S or Class R Certificates,
which may not be transferred unless the transferee represents it is not such a person, such Purchaser is required to provide to
the Certificate Registrar any Opinions of Counsel, officers’ certificates or agreements as may be required by such persons,
and which establishes to the satisfaction of the Depositor, the Certificate Administrator and the Certificate Registrar that the
purchase and holding of the Certificates by or on behalf of a Plan will not constitute or result in a non-exempt prohibited transaction
within the meaning of Section 406 and Section 407 of ERISA or Code Section 4975 or any corresponding provision of any Similar Law,
and will not subject the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the
Operating Advisor, the Asset Representations Reviewer or the Certificate Registrar to any obligation or liability (including obligations
or liabilities under ERISA, Code Section 4975 or Similar Law), which Opinions of Counsel, officers’ certificates or agreements
shall not be at the expense of the Master Servicer, the Special Servicer, the Operating Advisor, the Depositor, the Certificate
Administrator, the Trustee, the Asset Representations Reviewer or the Certificate Registrar.


 


IN WITNESS WHEREOF,
the Purchaser hereby executes this ERISA Representation Letter on this day of , 20 .


 


	 	Very truly yours,
	 	 	 
	 	[Purchaser]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    D-2-2


     


    

 





EXHIBIT
D-3


 


Form
of Transferee CERTIFICATE FOR TRANSFERS 

OF Class SWRR Certificates


 


[Date]


 


	
        Citibank, N.A.,

        as Certificate
Registrar

        480 Washington Boulevard, 30th
        Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	
        Cantor Commercial Real Estate Lending,
L.P.

        110 East 59th Street

        New York, New York 10022

        Attention: Legal Department

        with an electronic copy by email to legal@ccre.com

         

	
        Citibank, N.A.,

        as Certificate
Administrator

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services
– CF 2019-CF2
	
        CCRE Commercial Mortgage Securities, L.P.

        110 East 59th Street

        New York, New York 10022

        Attention: Legal Department

        with an electronic copy by email to:

        notices@ccre.com

         



 


		Re:	CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2 (the “Certificates”) issued pursuant to the Pooling and Servicing Agreement (the “Pooling
and Servicing Agreement”), dated as of October 1, 2019, by and among CCRE Commercial Mortgage Securities, L.P., as Depositor,
KeyBank National Association, as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A.,
as Trustee, Citibank, N.A., as Certificate Administrator, Paying Agent and Custodian, Park Bridge Lender Services LLC, as Operating
Advisor, and Park Bridge Lender Services LLC, as Asset Representations Reviewer



 


[_____] (the “Purchaser”)
hereby certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Stanwix Retaining Sponsor
and Depositor, that:


 


		1.	The Purchaser is acquiring (the “Transfer”) $[_____] aggregate Certificate Balance
of the Class SWRR Certificates (the “Transferred Interest”) from [_____] (the “Transferor”).



 


		2.	The Purchaser is aware that the Certificate Registrar will not register any transfer of the Transferred
Interest by the Transferor unless the Purchaser, or such Purchaser’s agent, delivers to the Certificate Registrar, among
other things, a certificate in substantially the same form as this certificate. The Purchaser expressly agrees that it will not
consummate any such transfer if it knows or believes that any representation contained in such certificate is false.



 



    D-3-1


     


    

 


		3.	If the Purchaser is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Transferred Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the Transferred Interest and (b) the acquisition of the Transferred Interest will be effected through Cantor Fitzgerald &
Co.



 


		4.	Check one of the following:



 


☐            The
Purchaser agrees with, and certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Stanwix
Retaining Sponsor and Depositor, that the transfer will occur during the Stanwix RR Interest Transfer Restriction Period and that:


 


		A.	The Purchaser is a “majority-owned affiliate”, as such term is defined in the Credit Risk
Retention Rules, of the Transferor (a “Majority-Owned Affiliate”);



 


		B.	The Purchaser is not acquiring the Transferred Interest as a nominee, trustee or agent for any person
that is not a Majority-Owned Affiliate, and that for so long as it retains its interest in the Transferred Interest during the
Stanwix RR Interest Transfer Restriction Period, it will remain a Majority-Owned Affiliate;



 


		C.	The Transfer will be made in accordance with Section 3(b) of Third Party Purchaser Agreement dated
as of September 26, 2019 (the “TPP Agreement”), between CCRE Commercial Mortgage Securities, L.P., Cantor Commercial
Real Estate Lending, L.P. and Axonic RR Fund LLC, and the Purchaser has complied with all the provisions, and has satisfied all
the requirements, set forth in Section 3(b) of the TPP Agreement.



 


		D.	The Purchaser has executed and delivered to the Stanwix Retaining Sponsor a “Subsequent TPP
Agreement” (as such term is defined in the TPP Agreement) dated as of the date of the transfer, as required pursuant to Section
3(b)(iv) of the TPP Agreement;



 


☐            The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Stanwix Retaining
Sponsor and Depositor, that the transfer will occur after the termination of the Stanwix RR Interest Transfer Restriction Period.


 


☐            The
Purchaser certifies, represents and warrants to you, in your respective capacities as Certificate Registrar, Stanwix Retaining
Sponsor and Depositor, that the Transfer will occur on or after the fifth anniversary of the Closing Date and that:


 


		A.	The Purchaser is a “Subsequent Third Party Purchaser”, as such term is defined in the
Third Party Purchaser Agreement dated as of September 26, 2019 (the “TPP Agreement”), between CCRE Commercial
Mortgage



 



    D-3-2


     


    

 


	 	 	Securities, L.P., Cantor Commercial Real Estate Lending, L.P. and Axonic RR Fund LLC.



 


		B.	The Purchaser has executed and delivered to the Stanwix Retaining Sponsor a “Subsequent TPP
Agreement” (as such term is defined in the TPP Agreement) dated as of the date of the Transfer, as required pursuant to Section
3(c) of the TPP Agreement.



 


		C.	The transfer will be made in accordance with Section 3(c) of the TPP Agreement, and the Purchaser
has complied with all the provisions, and has satisfied all the requirements, set forth in Section 3(c) of the TPP Agreement.



 


☐            The
Purchaser is otherwise permitted to purchase the Transferred Interest under the terms of the TPP Agreement or a Subsequent TPP
Agreement (as defined in the TPP Agreement), as applicable, or under the terms of any joinder agreement to the TPP Agreement or
such Subsequent TPP Agreement, as applicable. Please provide additional information in the space below to explain: 





	 	 
	 	 
	 	 
	 	 
	 	 



 


Capitalized terms
used but not defined herein have the meanings assigned thereto in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF,
the Purchaser has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [____], 20[__].


 


	 	[PURCHASER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


		 	



 


The foregoing certificate
is hereby confirmed, and the Transfer is accepted, as of the date first above written:


 


CCRE Commercial Mortgage
Securities, L.P.


 


	By: 	 	 
	 	Name:	 
	 	Title:	 



 



    D-3-3


     


    

 





EXHIBIT
D-4


 


FORM OF TRANSFEROR CERTIFICATE FOR TRANSFERS


OF Class SWRR Certificates


 


[Date]


 


	
        Citibank, N.A.,

        as Certificate
Registrar

        480 Washington Boulevard, 30th
        Floor

        Jersey City, New Jersey 07310

        Attention: Securities Window

         
	
        Cantor
Commercial Real Estate Lending, L.P.

        110 East 59th Street

        New York, New York 10022

        Attention: Legal Department

        with an electronic copy by email to legal@ccre.com

         

	
        Citibank, N.A.,

        as Certificate
Administrator

        388 Greenwich Street

        New
York, New York 10013

        Attention: Global Transaction Services –
        CF 2019-CF2

         
	
        CCRE Commercial Mortgage Securities, L.P.

        110 East 59th Street

        New York, New York 10022

        Attention: Legal Department

        with an electronic copy by email to:

        notices@ccre.com

         



 


		Re:	CF 2019-CF2
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 (the “Certificates”)



 


Ladies and Gentlemen:


 


This is delivered
to you in connection with the transfer (the “Transfer”) by [______] (the “Transferor”) to
[______] (the “Transferee”) of $[_____] aggregate Certificate Balance of the Class SWRR Certificates (the “Transferred
Interest”). The Certificates were issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019
(the “Pooling and Servicing Agreement”), by and among CCRE Commercial Mortgage Securities, L.P., as Depositor,
KeyBank National Association, as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A.,
as Trustee, Citibank, N.A., as Certificate Administrator, Paying Agent and Custodian, Park Bridge Lender Services LLC, as Operating
Advisor, and Park Bridge Lender Services LLC, as Asset Representations Reviewer. All capitalized terms used but not otherwise defined
herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferor hereby certifies, represents
and warrants to you, in your respective capacities as Certificate Registrar, Stanwix Retaining Sponsor and Depositor, that:


 


		1.	The transfer is in compliance with Sections 5.01 and 5.02 of the Pooling and Servicing Agreement.



 


		2.	If the Transferee is an insurance company general account relying on PTCE 95-60 to cover its acquisition
of the Transferred Interest, (a) all of the conditions of Parts I and III of PTCE 95-60 will be satisfied with respect to the acquisition
of the Transferred Interest



 



    D-4-1


     


    

 


		 	and (b) the acquisition of the Transferred Interest will be effected through Cantor Fitzgerald &
Co.



 


		3.	Check one of the following:



 


		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Stanwix Retaining Sponsor and Depositor, that the transfer will occur during the Stanwix RR Interest Transfer Restriction
Period and that:



 


		A.	The Transferee is a “majority-owned affiliate”, as such term is defined in the Credit
Risk Retention Rules, of the Transferor; and



 


		B.	The Transfer will be made in accordance with Section 3(b) of Third Party Purchaser Agreement dated
as of September 26, 2019 (the “TPP Agreement”), between CCRE Commercial Mortgage Securities, L.P., Cantor Commercial
Real Estate Lending, L.P. and Axonic RR Fund LLC, and all of the requirements set forth in Section 3(b) of the TPP Agreement have
been complied with through and including the date of the Transfer.



 


		☐	The Transferor certifies, represents and warrants to, in your respective capacities as Certificate
Registrar, Stanwix Retaining Sponsor and Depositor, that the Transfer will occur after the termination of the Stanwix RR Interest
Transfer Restriction Period.



 


		☐	The Transferor certifies, represents and warrants to you, in your respective capacities as Certificate
Registrar, Stanwix Retaining Sponsor and Depositor, that the Transfer will occur on or after the fifth anniversary of the Closing
Date and that:



 


		A.	The Transfer will be made in accordance with Section 3(c) of the Third Party Purchaser Agreement
dated as of September 26, 2019 (the “TPP Agreement”), between CCRE Commercial Mortgage Securities, L.P., Cantor
Commercial Real Estate Lending, L.P. and Axonic RR Fund LLC, and all of the requirements set forth in Section 3(c) of the TPP Agreement
have been complied with through and including the date of the Transfer.



 


		☐	The Transferor is otherwise permitted to transfer the Transferred Interest under the terms of
                                                                   the TPP Agreement or a Subsequent TPP Agreement (as defined in the TPP Agreement), as applicable. Please provide additional
                                                                   information in the space below to explain: _______________________________________________________________________________________________________________
	 	 	 
	 	 	 
	 	 	 



 


		4.	The Transferor understands that the Transferee has delivered to you a Transferee Certificate in the
form attached to the Pooling and Servicing Agreement as Exhibit D-3. The Transferor does not know or believe that any representation
contained therein is false.



 



    D-4-2


     


    

 


IN WITNESS WHEREOF,
the Transferor has caused this instrument to be duly executed on its behalf by its duly authorized senior officer this [__] day
of [___], 20[__].


 


	 	[TRANSFEROR]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


The foregoing certificate
is hereby confirmed, and the transfer is accepted, as of the date first above written:


 


CCRE Commercial Mortgage
Securities, L.P.


 


	By: 	 	 
	 	Name:	 
	 	Title:	 


 



    D-4-3


     


    

 





EXHIBIT E


 


FORM OF REQUEST FOR RELEASE


 


[Date]


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


		Re:	Pooling and
Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2



 


Dear __________________:


 


In connection with the
administration of the Mortgage Files held by, or on behalf of, you as Custodian under the Pooling and Servicing Agreement, the
undersigned hereby requests a release of the Mortgage File (or the portion thereof specified below) held by you as Custodian with
respect to the following described Mortgage Loan or Trust Subordinate Companion Loan for the reason indicated below:


 


Mortgagor’s Name:
_________________


 


Address: _________________________


 


Asset No.: ________________________


 


If only particular documents
in the Mortgage File are requested, please specify which:


 


Reason for requesting
file (or portion thereof):


 


	 	_____	1.	[Mortgage Loan] [and] [Trust Subordinate Companion Loan] paid in full. Such [Master Servicer] [Special
Servicer][Other Servicer][Other Special Servicer] hereby certifies that all amounts received in connection with the [Mortgage Loan][Trust
Subordinate Companion Loan] have been or will be, following such [Master Servicer’s] [Special Servicer’s] [Other Servicer’s][Other
Special Servicer’s] release of the Mortgage File, credited to the Collection Account pursuant to the Pooling and Servicing
Agreement.



 


	 	_____	2.	The [Mortgage Loan] [and] [Trust Subordinate Companion Loan] is being foreclosed.



 



    E-1


     


    

 


	 	_____	3.	Other. (Describe)



 


The undersigned acknowledges
that the above Mortgage File (or requested portion thereof) will be held by the undersigned in accordance with the provisions of
the [Pooling and Servicing Agreement][Other Pooling and Servicing Agreement] and will be returned to you or your designee within
ten (10) days of our receipt thereof, unless [the [Other Servicer][Other Special Servicer] requires such Mortgage File pursuant
to the applicable Co-Lender Agreement or Other Pooling and Servicing Agreement.][the [Mortgage Loan] [Trust Subordinate Companion
Loan] has been paid in full or otherwise liquidated, in which case the Mortgage File (or such portion thereof) will be retained
by us permanently, or unless the [Mortgage Loan][Trust Subordinate Companion Loan] is being foreclosed,] in which case the Mortgage
File (or such portion thereof) will be returned when no longer required by us for such purpose.


 


Capitalized terms used
but not defined herein shall have the meaning ascribed to them in the Pooling and Servicing Agreement.


 


	 	[MASTER SERVICER][SPECIAL
SERVICER][OTHER SERVICER][OTHER SPECIAL SERVICER]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 



    E-2


     


    

 





EXHIBIT F


 


SECURITIES LEGEND


 


THIS CERTIFICATE HAS NOT BEEN AND WILL
NOT BE REGISTERED OR QUALIFIED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR
ANY STATE OR FOREIGN SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS CERTIFICATE, AGREES THAT THIS CERTIFICATE MAY BE REOFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS, AND ONLY (A)(1)
PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (2) FOR SO LONG AS THIS CERTIFICATE
IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT (“RULE 144A”), TO AN INSTITUTIONAL INVESTOR
THAT THE HOLDER REASONABLY BELIEVES IS A “QUALIFIED INSTITUTIONAL BUYER” WITHIN THE MEANING OF RULE 144A (“QUALIFIED
INSTITUTIONAL BUYER”), PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF ANOTHER QUALIFIED INSTITUTIONAL BUYER, WHOM
THE HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A,
(3) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO OTHER INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS”,
WITHIN THE MEANING OF RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT OR ANY ENTITY IN WHICH ALL OF THE
EQUITY OWNERS ARE INSTITUTIONAL INVESTORS THAT ARE “ACCREDITED INVESTORS,” WITHIN THE MEANING OF RULE 501(a)(1), (2),
(3) OR (7) OF REGULATION D UNDER THE SECURITIES ACT, OR (4) (EXCEPT WITH RESPECT TO THE CLASS R CERTIFICATES) TO INSTITUTIONS THAT
ARE NON-“U.S. PERSONS” IN AN “OFFSHORE TRANSACTION” AS SUCH TERMS ARE DEFINED IN, AND IN ACCORDANCE WITH
RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT, AND (B) IN ACCORDANCE WITH ANY OTHER APPLICABLE SECURITIES LAWS
OF ANY STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION.


 


THE INITIAL INVESTOR IN THIS CERTIFICATE,
AND EACH SUBSEQUENT PURCHASER OF THIS CERTIFICATE, BY PURCHASING THIS CERTIFICATE OR AN INTEREST HEREIN, IS DEEMED TO HAVE AGREED
TO COMPLY WITH CERTAIN TRANSFER REQUIREMENTS SET FORTH IN THE POOLING AND SERVICING AGREEMENT. A TRANSFEREE IS ALSO REQUIRED TO
DELIVER AN INVESTMENT REPRESENTATION LETTER SUBSTANTIALLY IN THE FORM OF EXHIBIT D-1 TO THE POOLING AND SERVICING AGREEMENT IF
SUCH TRANSFEREE IS A QUALIFIED INSTITUTIONAL BUYER OR (OTHER THAN WITH RESPECT TO A CLASS R CERTIFICATE) AN INSTITUTIONAL ACCREDITED
INVESTOR, AND MAY ALSO BE REQUIRED TO DELIVER AN OPINION OF COUNSEL IF SUCH TRANSFEREE IS NOT A QUALIFIED INSTITUTIONAL BUYER WITHIN
THE MEANING OF RULE 144A.


 



    F-1


     


    

 





EXHIBIT G


 


FORM OF REGULATION S TRANSFER CERTIFICATE


 


Citibank, N.A.,


as Certificate Registrar


480 Washington Boulevard, 30th Floor

Jersey City, New Jersey 07310

Attention: Securities Window


 


		Re:	Transfer
of CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Class [    ]



 


Ladies and Gentlemen:


 


This certificate is delivered
pursuant to Section 5.02 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing
Agreement”), and executed in connection with the above referenced transaction, on behalf of the holders of the CF 2019-CF2
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Class [_] (the “Certificates”)
in connection with the transfer by the undersigned (the “Transferor”) to                                      
(the “Transferee”) of $                    
aggregate [Certificate Balance][Notional Amount] of Certificates, in fully registered form (each, an “Individual Certificate”),
or a beneficial interest of such aggregate [Certificate Balance] [Notional Amount] in the Regulation S Global Certificate (the
“Global Certificate”) maintained by The Depository Trust Company or its successor as Depositary under the Pooling
and Servicing Agreement (such transferred interest, in either form, being the “Transferred Interest”).


 


In connection with such
transfer, the Transferor does hereby certify that such transfer has been effected in accordance with the transfer restrictions
set forth in the Pooling and Servicing Agreement and the Certificates and (i) with respect to transfers made in accordance with
Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), the Transferor does hereby certify that:


 


(1)       the
offer of the Transferred Interest was not made to a person in the United States;


 


[(2)     at the time the
buy order was originated, the Transferee was an institution that was outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the Transferee was an institution that was outside the United States;]*


 


[(2)     the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither there undersigned
nor 


 


 



 


* Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 



    G-1


     


    

 


any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States;]*


 


(3)       no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable;
and


 


(4)       the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 


	 	[Insert
Name of Transferor]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Dated: ________________, 20     


 



    G-2


     


    


 


EXHIBIT H


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchanges or transfers pursuant to Section
5.02(c)(ii)(A) of 

the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


		Re:	Transfer
of CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Class [    ]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above-referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
US $                    
aggregate [Certificate Balance] [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
(CUSIP No.                     
 and ISIN No. _________) to be held with [Euroclear] [Clearstream]* (Common Code ______) through the Depositary.


 


In connection with such
request and in respect of such Certificates, the Transferor does hereby certify that such exchange or transfer has been made in
compliance with the transfer restrictions set forth in the Pooling and Servicing Agreement and pursuant to and in accordance with
Regulation S (“Regulation S”) under the Securities Act of 1933, as amended (the “Securities Act”),
and accordingly the Transferor does hereby certify that:


 


(1)           the
offer of the Certificates was not made to a person in the United States;


 


[(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;]**


 

 



 


*
Select appropriate depository.


 


**
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    H-1 


     


    

 


[(2)          the transaction
was executed 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 “directed selling efforts” within the meaning of Rule 902(c) of Regulation S have been made
in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable; and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act.


 


We understand that this
certificate is required in connection with certain securities laws of the United States. In connection therewith, if administrative
or legal proceedings are commenced or threatened in connection with which this certificate is or would be relevant, we irrevocably
authorize you to produce this certificate to any interested party in such proceeding. This certificate and the statements contained
herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the Trustee, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer, the Special Servicer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: ________________, 20__


 




    H-2 


     


    

 


EXHIBIT I


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM RULE 144A

GLOBAL CERTIFICATE TO REGULATION S GLOBAL

CERTIFICATE AFTER THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to

Section 5.02(c)(ii)(B) of the Pooling and Servicing Agreement)


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


		Re:	Transfer
of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Class [    ]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


The letter relates to
U.S. $                    
aggregate Certificate Balance of Certificates (the “Certificates”) which are held in the form of the Rule 144A
Global Certificate (CUSIP No.                     )
with the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
a transfer of such beneficial interest in the Certificates for an interest in the Regulation S Global Certificate (Common Code
No.                     ).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such transfer has been effected in accordance
with the transfer restrictions set forth in the Pooling and Servicing Agreement and, (i) with respect to transfers made in reliance
on Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), the Transferor does hereby
certify that:


 


(1)           the
offer of the Certificates was not made to a person in the United States,


 


[(2)          at the time the
buy order was originated, the transferee was an institution that was outside the United States or the Transferor and any person
acting on its behalf reasonably believed that the transferee was outside the United States,]*


 

 



 


*
Insert one of these two provisions, which come from the definition of “offshore transaction” in Regulation S.


 






    I-1 


     


    

 


[(2)          the transaction
was executed with a Transferee that was an institution or reasonably believed to be an institution by the Transferor or anyone
acting on its behalf in, on or through the facilities of a designated offshore securities market and neither the Transferor nor
any person acting on its behalf knows that the transaction was pre-arranged with a buyer in the United States,]*


 


(3)           no
directed selling efforts have been made in contravention of the requirements of Rule 903(b) or 904(b) of Regulation S, as applicable,
and


 


(4)           the
transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act;


 


or (ii) with respect to transfers made
in reliance on Rule 144 under the Securities Act, the Transferor does hereby certify that the Certificates that are being transferred
are not “restricted securities” as defined in Rule 144 under the Securities Act.


 


This certificate and
the statements contained herein are made for your benefit and the benefit of the Depositor, the Certificate Administrator, the
Trustee, the Operating Advisor, the Asset Representations Reviewer, the Master Servicer and the Special Servicer.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: _______________, 20___


 




    I-2 


     


    

 


EXHIBIT J


 


FORM OF TRANSFER CERTIFICATE

FOR EXCHANGE OR TRANSFER FROM REGULATION S GLOBAL

CERTIFICATE TO RULE 144A GLOBAL CERTIFICATE DURING THE RESTRICTED PERIOD


 


(Exchange or transfers pursuant to Section
5.02(c)(ii)(C)

of the Pooling and Servicing Agreement)


 




Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


		Re:	Transfer
of CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, Class [    ]



 


Reference is hereby made
to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
and executed in connection with the above referenced transaction. Capitalized terms used but not defined herein shall have the
meanings given to them in the Pooling and Servicing Agreement.


 


This letter relates to
U.S. $                    
aggregate [Certificate Balance] [Notional Amount] of the Class [__] Certificates (the “Certificates”) which
are held in the form of a beneficial interest in the Regulation S Global Certificate of such Class (CUSIP No.                     
 and ISIN No. ________) with [Euroclear] [Clearstream]* (Common Code                     )
through the Depository in the name of [insert name of transferor] (the “Transferor”). The Transferor has requested
an exchange or a transfer of such beneficial interest in the Certificates for an interest in the Regulation 144A Global Certificate
(CUSIP No.                     ).


 


In connection with such
request, and in respect of such Certificates, the Transferor does hereby certify that such Certificates are being transferred in
accordance with (i) the transfer restrictions set forth in the Pooling and Servicing Agreement and (ii) Rule 144A (“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 “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.


 

 



 


*
Select appropriate depositary.


 



    J-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 Certificate Administrator, the Trustee, the Operating Advisor,
the Asset Representations Reviewer, the Master Servicer, the Special Servicer and the Initial Purchasers.


 





	 	[Insert
Name of Transferor]
	 	 
	 	By:	 
	 	 	Name:

Title:


 


Dated: ______________, 20__


 




    J-2 


     


    

 


EXHIBIT K


 


FORM OF DISTRIBUTION DATE STATEMENT


 




    K-1 


     


    
 


	 	 	 
	Distribution Date:

    Determination Date:	

    

    	



	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	CONTACT
    INFORMATION	 	 	CONTENTS	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary	2	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Distribution Summary
    (Factors)	3	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Interest Distribution
    Detail	4	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Principal Distribution
    Detail	5	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Reconciliation
    Detail	6	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Stratification
    Detail	7	 	 
	 	 	 	 	 	 	 	 
	 	 	 	Mortgage
    Loan Detail	11	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	NOI
    Detail	12	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Delinquency
    Loan Detail	13	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Appraisal
    Reduction Detail	15	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Loan
    Modification Detail	17	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Specially
    Serviced Loan Detail	19	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Unscheduled
    Principal Detail	21	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	Liquidated Loan
    Detail	23	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 



	 	 	 	 	 
	 	 	 	 	 
	 	Deal Contact:	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:

    Determination Date:	

	


 


Distribution
Summary


	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Prior	Pass-	Accrual	 	 	 	Yield	Prepayment	 	 	 	Current
	 	Original	Principal	Through	Day Count	Accrual	Interest	Principal	Maintenance	Penalties	Total	Deferred	Realized	Principal
	Class	Balance	Balance	Rate	Fraction	Dates	Distributed	Distributed	Distributed	Distributed	Distributed	Interest	Loss	Balance
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)	(11)=(7+8+9+10)	(12)	(13)	(14)=(3-8+12-13)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Notional Classes	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



 






    
	 	 	 
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	Distribution Date:

    Determination Date:	

    

    	



	 	 	 	 	 	 	 	 	 	 	 	 
	PER
    $1,000 OF ORIGINAL BALANCE	 	 	 	 	 	 	 
	Class	CUSIP	Record

    Date	Prior

    Principal

    Balance

    (3/2 x 1000)	Interest

    Distributed

    (7/2 x 1000)	Principal

    Distributed

    (8/2 x 1000)	Yield

    Maintenance

    Distributed

    (9)/(2) x 1000	Prepayment

    Penalties

    Distributed

    (10)/(2) x 1000	Total

    Distributed

    (11/2 x 1000)	Deferred

    Interest

    (12/2 x 1000)	Realized

    Loss

    (13/2 x 1000)	Current

    Principal

    Balance

    (142 x 1000)
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:

    Determination Date:	

    

    	




Interest Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION IN DOLLARS	 	 	 	 	 	 	 
	 	Prior	Pass-	Next Pass-	Accrual	Optimal	Prior	Interest on	Non-Recov.	 	 	 	Current
	 	Principal	Through	Through	Day Count	Accrued	Unpaid	Prior Unpaid	Interest	Interest	Deferred	Interest	Unpaid
	Class	Balance	Rate	Rate	Fraction	Interest	Interest	Interest	Shortfall	Due	Interest	Distributed	Interest
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)	(10)=(6)+(7)+(8)-(9)	(11)	(12)	(13)=(10)-(11)-(12)
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Notional
    Classes	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:

    Determination Date:	

    

    	



Principal Distribution
Detail


	 	 	 	 	 	 	 	 	 	 	 	 	 
	DISTRIBUTION
    IN DOLLARS 
	 	 	Prior	Scheduled	Unscheduled	 	Current	Current	Current	Cumulative	Original	Current	Original	Current
	 	Original	Principal	Principal	Principal	Accreted	Realized	Principal	Principal	Realized	Class	Class	Credit	Credit
	Class	Balance	Balance	Distribution	Distribution	Principal	Loss	Recoveries	Balance	Loss	(%)	(%)	Support	Support
	(1)	(2)	(3)	(4)	(5)	(6)	(7)	(8)	(9)=(3)-(4)-(5)+(6)-(7)+(8)	(10)	(11)	(12)	(13)	(14)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
		 	 	 	 	 	 	 	 	 	 	 	 	 



 



    
	 	 	 
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	Distribution Date:

    Determination Date:	







Reconciliation Detail	




	 	 	 	 	 	 	 	 	 
	 	 	 	 
	SOURCE
    OF FUNDS	 	ALLOCATION
    OF FUNDS	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	Interest Funds Available	 	 	 	 	Scheduled Fees	 	 	 
	 	Scheduled Interest	 	 	 	 	Servicing Fee / Sub-Servicing Fee	 	 	 
	 	Prepayment Interest
    Shortfall	 	 	 	 	CREFC®
    Intellectual Property Royalty License Fee	 	 	 
	 	Interest Adjustments	 	 	 	 	Trustee Fee / Certificate Administrator Fee	 	 	 
	 	Realized Loss
    in Excess of Principal Balance	 	 	 	 	Operating Advisor Fee	 	 	 
	 	Total Interest
    Funds Available:	 	 	 	 	Total Scheduled Fees:	 	 	 
	 	 	 	 	 	 	Additional Fees, Expenses, etc.	 	 	 
	 	Principal Funds Available	 	 	 	 	Special Servicing Fee	 	 	 
	 	Scheduled Principal	 	 	 	 	Workout Fee	 	 	 
	 	Curtailments	 	 	 	 	Liquidation Fee	 	 	 
	 	Principal Prepayments	 	 	 	 	Additional Trust
    Fund Expenses	 	 	 
	 	Net Liquidation
    Proceeds	 	 	 	 	Reimbursement
    for Interest on Advances	 	 	 
	 	Repurchased Principal	 	 	 	 	Additional Servicing Fee	 	 	 
	 	Substitution Principal	 	 	 	 	Total Additional Fees, Expenses, etc.:	 	 	 
	 	Other Principal	 	 	 	 	Distribution to Certificateholders	 	 	 
	 	Total Principal
    Funds Available:	 	 	 	 	Interest Distribution	 	 	 
	 	Other Funds Available	 	 	 	 	Principal Distribution	 	 	 
	 	Yield Maintenance
    Charges	 	 	 	 	Yield Maintenance
    Charges Distribution	 	 	 
	 	Prepayment Premiums	 	 	 	 	Prepayment Premiums
    Distribution	 	 	 
	 	Other Charges	 	 	 	 	Total Distribution
    to Certificateholders:	 	 	 
	 	Total Other Funds
    Available:	 	 	 	 	Total Funds Allocated	 	 	 
	 	Total Funds Available	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 



 



    
	 	 	 
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	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail


 


	Ending
    Scheduled Balance	 	 	 	State
	

    Ending Scheduled

    Balance	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	State	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
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	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail





	Seasoning	 	Property
    Type
	Seasoning	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Property
    Type	#
    of

    Properties	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
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	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Debt
    Service Coverage Ratio	 	Loan
    Rate
	Debt
    Service

    Coverage Ratio	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Loan
    Rate	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
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	Distribution Date:		
	Determination Date:	
	 	
	 	Stratification
    Detail





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Anticipated
    Remaining Term	 	Remaining
    Amortization Term
	Anticipated

    Remaining Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR	 	Remaining

    Amortization Term	#
    of

    Loans	Ending
    Scheduled

    Balance	%
    of Agg. End.

    Sched. Bal.	WAC	WART	WA

    DSCR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	Totals
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
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	Distribution Date:		
	Determination Date:	
	 	


 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mortgage
    Loan Detail
	Loan	OMCR	Property

    Type	City	State	Interest

    Payment	Principal

    Payment	Gross

    Coupon	Maturity

    Date	Neg

    Am

    Flag	Beginning

    Scheduled

    Balance	Ending

    Scheduled

    Balance	Paid

    Through

    Date	Apprasial

    Reduction

    Date	Apprasial

    Reduction

    Amount	Payment

    Status of

    Loan (1)	Workout

    Strategy

    (2)	Mod.

    Code

    (3)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	Payment Status of Loan (1)	 	Workout Strategy (2)	 	Mod. Code (3)	 
	 	 	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD	1. Maturity Date Extension	7. Capitalization of Taxes
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer	2. Amortization Change	8. Other
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 	3. Principal Write-Off	9. Combination
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 	4. Blank (formerly Combination)	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 	5. Temporary Rate Reduction	 
	 	 	6. DPO	12. Reps and Warranties	 	6. Capitalization of Interest	 




 





    
	 	 	 
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	Distribution Date:		
	Determination Date:	
	 	



NOI
Detail



	 	 	 	 	 	 	 	 	 	 
	 
	Loan

    Number	OMCR	Property
    Type	City	State	Ending

    Scheduled

    Balance	Most

    Recent

    Fiscal NOI	Most

    Recent

    NOI	Most Recent

    NOI

    Start Date	Most
    Recent

    NOI

    End Date
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 








    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Delinquency
    Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	Actual	Paid	Current P & I	Total P & I	Cumulative	Other Expense	Payment	Workout	Most Recent	 	 	 
	Loan	 	# of Months	Principal	Through	Advances (Net	Advances	Accrued Unpaid	Advance	Status of	Strategy	Special Serv	Foreclosure	Bankruptcy	REO
	Number	OMCR	Delinq	Balance	Date	of ASER)	Outstanding	Advance Interest	Outstanding	Loan (1)	(2)	Transfer Date	Date	Date	Date
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Delinquency Loan Detail for the current distribution period.
	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 
	Payment Status of Loan (1)	 	Workout Strategy (2)	 
	 	 	 	 	 
	A. In Grace Period	3. 90+ Days Delinquent	1. Modification	7. REO	13. Other or TBD
	B. Late, but less than 30 Days	4. Performing Matured Balloon	2. Foreclosure	8. Resolved	98. Not Provided By Servicer
	0. Current	5. Non Performing Matured Balloon	3. Bankruptcy	9. Pending Return to Master Servicer	 
	1. 30-59 Days Delinquent	7. Foreclosure	4. Extension	10. Deed In Lieu of Foreclosure	 
	2. 60-89 Days Delinquent	9. REO	5. Note Sale	11. Full Payoff	 
	 	 	6. DPO	12. Reps and Warranties	 


 


 






    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Delinquency Information





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution	Less Than 1 Month	1 Month	2 Month	3+ Month	Bankruptcy	Foreclosure	REO
	Date	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  	End. Sched.
    Bal.	#  
	 	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  	   0.00	0  
	 	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  	0.000%	0.0%  


 


 






    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Appraisal
    Reduction Detail




	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Loan Number	OMCR	Property Name	Reduction Amount	Reduction Date	ASER Amount	ASER Amount
	 	 	 	 	 	 	 
	There
    is no Appraisal Reduction activity for the current distribution period.
	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 




 


 






    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Appraisal Reduction Detail



	 	 	 	 	 	 	 	 
	Distribution	 	 	 	Appraisal	Appraisal	Most Recent	Cumulative
	Date	Loan Number	OMCR	Property
    Name	Reduction
    Amount	Reduction
    Date	ASER Amount	ASER
    Amount
	 	 	 	 	There
    is no historical Appraisal Reduction activity.	 	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 


 






 






    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Loan
    Modification Detail




	 	 	 	 	 	 
	 	 	 	Modification	Modification	Modification
	Loan Number	OMCR	Property Name	Date	Code (1)	Description
	 	 	 	 	 	 
	There
    is no Loan Modification activity for the current distribution period.
	 	 	 	 	 	 
	 	 	 	 	 	 
	Totals	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 





 



    
	 	 	 
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	Distribution Date:		 
	Determination Date:	
	 	
	 	 
	 	Historical
    Loan Modification Detail




	 	 	 	 	 	 	 
	Distribution	 	 	 	Modification	Modification	Modification
	Date	Loan	OMCR	Property
    Name	Date	Code (1)	Description
	There
    is no historical Loan Modification activity.
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 





	 	 
	Modification Code (1)	 
	 	 
	1. Maturity Date Extension	7. Capitalization of Taxes
	2. Amortization Change	8. Other
	3. Principal Write-Off	9. Combination
	4. Blank (formerly Combination)	 
	5. Temporary Rate Reduction	 
	6. Capitalization of Interest	 


 


 






    
	 	 	 
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	Distribution Date:		
	Determination Date:	

    


     Specially Serviced Loan
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan	 	OMCR	 	Workout

Strategy

(1)	 	Most Recent

Inspection

Date	 	Most Recent

Specially Serviced

Transfer Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Other REO

Property Value	 	Comment from Special Servicer
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Specially Serviced Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 








    
	 	 	 
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	Distribution Date:		
	Determination Date:	

    


    Historical Specially Serviced
    Loan Detail



 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Spec.

Serviced

Transfer Date	 	Workout

Strategy

(1)	 	Spec.

Serviced

Loan to MS	 	Scheduled

Balance	 	Actual

Balance	 	Property

Type

(2)	 	State	 	Interest

Rate	 	Note

Date	 	Net

Operating

Income	 	Net

Operating

Income Date	 	DSC

Ratio	 	DSC

Date	 	Maturity

Date	 	WART
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	

    There is no historical Specially Serviced Loan
    activity.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Workout Strategy (1)	 	 
	 	 	 	 
	 	1. Modification	 	7. REO	 	13. Other or TBD
	 	2. Foreclosure	 	8. Resolved	 	98. Not Provided By Servicer
	 	3. Bankruptcy	 	9. Pending Return to Master Servicer	 	 
	 	4. Extension	 	10. Deed In Lieu of Foreclosure	 	 
	 	5. Note Sale	 	11. Full Payoff	 	 
	 	6. DPO	 	12. Reps and Warranties	 	 




 






    
	 	 	 
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	Distribution Date:		
	Determination Date:	

    


    Unscheduled Principal
    Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan Number	 	OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penalties	 	Yield Maintenance

Charges
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 Totals	 	There
    is no unscheduled principal activity for the current distribution period.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 





	 	 	 	 	 	 
	 	Liquidation / Prepayment Code
(1)	 	 
	 	 	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 






    
	 	 	 
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	Distribution Date:		
	Determination Date:	

    


    Historical Unscheduled
    Principal Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	   Loan

Number       OMCR	 	Liquidation /

Prepayment Date	 	Liquidation /

Prepayment Code	 	Unscheduled

Principal Collections	 	Unscheduled

Principal Adjustments	 	Other

Interest Adjustment	 	Prepayment Interest

Excess (Shortfall)	 	Prepayment

Penality	 	Yield Maintenance

Premium
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals   	 	There
    is no historical unscheduled principal activity.
		 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




	 	 	 	 	 	 
	 	Liquidation / Prepayment Code (1)	 	 
	 	 	 	 
	 	1. Partial Liquidation (Curtailment)	 	7. Not Used	 	 
	 	2. Payoff Prior To Maturity	 	8. Payoff With Penalty	 	 
	 	3. Disposition / Liquidation	 	9. Payoff With Yield Maintenance	 	 
	 	4. Repurchase / Substitution	 	10. Curtailment With Penalty	 	 
	 	5. Full Payoff At Maturity	 	11. Curtailment With Yield	 	 
	 	6. DPO	 	Maintenance	 	 


 






    
	 	 	 
	Reports Available at sf.citidirect.com	Page 22 of 24	




     


    




	Distribution Date:		
	Determination Date:	

    


    Liquidated Loan Detail


 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no Liquidated Loan activity for the current distribution period.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 






    
	 	 	 
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	Distribution Date:		
	Determination Date:	


                                                    
 Historical Liquidated Loan Detail



 


	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Distribution

Date	 	Loan

Number	 	OMCR	 	Final Recovery

Determ Date	 	Most Recent

Appraisal Date	 	Most Recent

Appraisal Value	 	Actual

Balance	 	Gross

Proceeds	 	Gross Proceeds

as a % of Act Bal	 	Liquidation

Expenses	 	Net 

Liquidation

Proceeds	 	Net Proceeds

as a % of Act Bal	 	Realized

Loss	 	Repurchased by

Seller (Y/N)
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	There
    is no historical Liquidated Loan activity.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




 



    
	 	 	 
	Reports Available at sf.citidirect.com	Page 24 of 24	




     


    


 


EXHIBIT L-1A


 


Form
of Investor Certification for Non-Borrower PartY OR RISK RETENTION CONSULTATION PARTY (for Persons other than the Controlling Class
Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative AND/or a Stanwix Controlling
Class Certificateholder)


 


[Date]


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2






 


		Re:	Pooling and
Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is a Certificateholder, the Risk Retention Consultation Party, a Companion Loan Noteholder, a beneficial owner of the
Class ___ Certificates or a prospective purchaser of the Class ___ Certificates (or any investment advisor or manager or other
representative of the foregoing).


 


2.             The
undersigned is not the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative
or a Stanwix Controlling Class Certificateholder.


 


3.             The
undersigned has received a copy of the Prospectus.


 


4.             The
undersigned is the Risk Retention Consultation Party or is a Person who is not a Borrower Party.


 


5.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website [and/or is requesting the information identified on the schedule attached hereto
(also, the “Information”) pursuant to the provisions of the Pooling and Servicing Agreement].


 



    L-1A-1 


     


    

 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.             The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


7.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser][Companion Loan Noteholder][Risk Retention Consultation Party]
	 	 
	 	By:	 
	 	 	Title:

Company:

Phone:


 




    L-1A-2 


     


    

 


EXHIBIT L-1B


 


Form
of Investor Certification for Non-Borrower PartY

(for the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative
AND/or a Stanwix Controlling Class Certificateholder)


 


[Date]


 


	
        Citibank, N.A.,

        as Trustee and
Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CF 2019-CF2

         
	
        KeyBank National Association,

        as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com

	 	 
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

(with a copy to: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com)
	
        KeyBank National Association,

        as a Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com

	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance Manager

        (with a copy sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com)
	 


 


		Re:	Pooling and
Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder][the Stanwix Controlling Class Representative][a
Stanwix Controlling Class Certificateholder].


 


2.             The
undersigned has received a copy of the Prospectus.


 






    L-1B-1 


     


    

 


3.             The
undersigned is not a Borrower Party.


 


4.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to certain information (the “Information”)
on the Certificate Administrator’s Website and/or is requesting, or from time to time may request, information from the Master
Servicer or the Special Servicer [and/or is requesting the information identified on the schedule attached hereto] (also, the “Information”)
pursuant to the provisions of the Pooling and Servicing Agreement.


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


5.             The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.            At
any time the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned shall deliver
the certification attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


7.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.             The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid.


 


9.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 






    L-1B-2 


     


    

 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused, its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[The Controlling
Class Representative][a Controlling Class Certificateholder] [the Stanwix Controlling Class Representative] [a Stanwix Controlling
Class Certificateholder]
	 	 
	 	By:	 
	 	 	Title:

Company:

Phone:


 




    L-1B-3 


     


    

 


EXHIBIT L-1C


 


Form
of Investor Certification for Borrower PartY

(for Persons other than the Controlling Class Representative , a Controlling Class Certificateholder, the Stanwix Controlling Class
Representative, A Stanwix Controlling Class Certificateholder AND/OR A RISK RETENTION CONSULTATION PARTY)


 


[Date]


 


Citibank, N.A.,

as Trustee and Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


KeyBank National Association

as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


KeyBank National Association,


as a Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

(with a copy to: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com)


 


		Re:	Pooling and
Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 






    L-1C-1 


     


    

 


1.             The
undersigned is a Certificateholder, a Companion Loan Noteholder, a beneficial owner of the Class ___ Certificates or a prospective
purchaser of the Class ___ Certificates (or any investment advisor or manager or other representative of the foregoing).


 


2.             The
undersigned is not the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative
or a Stanwix Controlling Class Certificateholder.


 


3.             The
undersigned has received a copy of the Prospectus.


 


4.             The
undersigned is a Borrower Party.


 


5.             The
undersigned is requesting access pursuant to the Pooling and Servicing Agreement to the Distribution Date Statements on the Certificate
Administrator’s Website.


 


In consideration of the
disclosure to the undersigned of the Distribution Date Statements, or the access thereto, the undersigned shall keep the Distribution
Date Statements confidential (except from such outside persons as are assisting it in making an evaluation in connection with purchasing
the related Certificates, from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies
to which the undersigned is subject), and such Distribution Date Statements shall not, without the prior written consent of the
Depositor, be otherwise disclosed by the undersigned or by its officers, directors, partners, employees, agents or representatives
(collectively, the “Representatives”) in any manner whatsoever, in whole or in part.


 


The undersigned shall
not use or disclose the Distribution Date Statements in any manner which could result in a violation of any provision of the Securities
Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would
require registration of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


6.             The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representatives and
shall indemnify the Depositor, the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating
Advisor, the Asset Representations Reviewer, the Underwriters, the Initial Purchasers and the Trust Fund for any loss, liability
or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


5.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


6.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 






    L-1C-2 


     


    

 





	 	[Certificateholder][Beneficial
Owner][Prospective Purchaser] [Companion Loan Noteholder]
	 	 
	 	By:	 
	 	 	Title:

Company:

Phone:


 




    L-1C-3 


     


    

 


EXHIBIT L-1D


 


Form
of Investor Certification for Borrower PartY

(for the Controlling Class Representative, a Controlling Class Certificateholder, the Stanwix Controlling Class Representative
AND/or a Stanwix Controlling Class Certificateholder)


 


[Date]


 


	
        Citibank, N.A.,

        as Trustee and
Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2

Email: ratingagencynotice@citi.com
	
        KeyBank National Association,

        as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com

	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

(with a copy to: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com)
	
         

        KeyBank National Association,

        as a Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com

	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance Manager

        (with a copy sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com)
	 


 


		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



 


In accordance with the
requirements for obtaining certain information under the Pooling and Servicing Agreement with respect to the above-referenced certificates
(the “Certificates”), the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned is [the Controlling Class Representative][a Controlling Class Certificateholder] [the Stanwix Controlling Class Representative][a
Stanwix Controlling Class Certificateholder].


 






    L-1D-1 


     


    

 


2              The
undersigned is a Borrower Party with respect to the following Excluded Controlling Class Loans:


 


[IDENTIFY EXCLUDED
CONTROLLING CLASS LOANS] (the “Excluded Controlling Class Loans”)


 


The undersigned is
not a Borrower Party with respect to any other Mortgage Loan.


 


3.             The
undersigned has received a copy of the Prospectus.


 


4.             Except
with respect to the Excluded Controlling Class Loans, the undersigned is requesting access pursuant to the Pooling and Servicing
Agreement to certain information (the “Information”) on the Certificate Administrator’s Website [and/or
is requesting the information identified on the schedule attached hereto (also, the “Information”) pursuant to the
provisions of the Pooling and Servicing Agreement].


 


In consideration of the
disclosure to the undersigned of the Information, or the access thereto, the undersigned shall keep the Information confidential
(except from such outside persons as are assisting it in making an evaluation in connection with purchasing the related Certificates,
from its accountants and attorneys, and otherwise from such governmental or banking authorities or agencies to which the undersigned
is subject), and such Information shall not, without the prior written consent of the Depositor, be otherwise disclosed by the
undersigned or by its officers, directors, partners, employees, agents or representatives (collectively, the “Representatives”)
in any manner whatsoever, in whole or in part.


 


The undersigned shall
not use or disclose the Information in any manner which could result in a violation of any provision of the Securities Act of 1933,
as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended, or would require registration
of any Certificate not previously registered pursuant to Section 5 of the Securities Act.


 


4.             The
undersigned hereby acknowledges and agrees that it is prohibited from accessing, reviewing and using Excluded Information (as defined
in the Pooling and Servicing Agreement) relating to the Excluded Controlling Class Loans to the extent the undersigned receives
access to such Excluded Information on the Certificate Administrator’s Website or otherwise receives access to such Excluded
Information in connection with its duties, or exercise of its rights pursuant to the Pooling and Servicing Agreement.


 


5.             The
undersigned shall be fully liable for any breach of the terms of this certification by itself or any of its Representative and
shall indemnify each party to the Pooling and Servicing Agreement, the Underwriters, the Initial Purchasers and the Trust Fund
for any loss, liability or expense incurred thereby with respect to any such breach by the undersigned or any of its Representatives.


 


6.             To
the extent the undersigned receives access to any Excluded Information on the Certificate Administrator’s Website or otherwise
receives access to such Excluded Information, the undersigned shall be deemed to have agreed that it (i) will not directly or indirectly
provide such Excluded Information to (A) the related Borrower, (B) any Excluded Controlling


 



    L-1D-2 


     


    

 


Class Holder, (C) any employees or
personnel of the undersigned or any Affiliate involved in the management of any investment in the related Borrower or the related
Mortgaged Property or (D) to its actual knowledge, any non-Affiliate that holds a direct or indirect ownership interest in the
related Borrower, and (ii) will maintain sufficient internal controls and appropriate policies and procedures in place in order
to comply with the obligations described in clause (i) above.


 


7.             The
undersigned agrees that each time it accesses the Certificate Administrator’s Website, the undersigned is deemed to have
recertified that the representations and covenants contained herein remain true and correct.


 


8.             The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Agreement to each of the addressees listed above (a) by overnight courier or (b) mailed by registered
mail, postage prepaid or (c) in the form of a pdf attached to an email.


 


9.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified.


 





	 	[The Controlling
Class Representative][a Controlling Class Certificateholder] [the Stanwix Controlling Class Representative] [a Stanwix Controlling
Class Certificateholder]
	 	 
	 	By:	 
	 	 	Title:

Company:

Phone:


 




    L-1D-3 


     


    

 


EXHIBIT L-1E


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER


 


[Date]


 


	
        Citibank, N.A.,

as Trustee and Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CF 2019-CF2

        Email: ratingagencynotice@citi.com
	
        KeyBank National Association,

        as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com

	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

(with a copy to: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com)
	
         

        KeyBank National Association,

        as a Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com

	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance Manager

        (with a copy sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com)
	 



 

		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2



 


THIS NOTICE IDENTIFIES
AN “EXCLUDED CONTROLLING CLASS LOAN” RELATING TO THE CF 2019-CF2 MORTGAGE TRUST COMMERCIAL MORTGAGE PASS-THROUGH CERTIFICATES
REQUIRING ACTION BY YOU AS THE RECIPIENT PURSUANT TO SECTION 3.32 OF THE POOLING AND SERVICING AGREEMENT.


 


In accordance with Section
4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby certifies and agrees as follows:


 


1.            
The undersigned is [the Controlling Class Representative] [a Controlling Class Certificateholder] [the Stanwix Controlling
Class Representative][a Stanwix Controlling Class Certificateholder] as of the date hereof.


 






    L-1E-1 


     


    

 


2.            
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)] [and] [Whole
Loan(s)] (“Excluded Controlling Class Loans”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.            
As of the date above, the undersigned is the beneficial owner of the following certificates, and is providing the below
information to the addressees hereto for purposes of their compliance with the Pooling and Servicing Agreement, including, among
other things, the Certificate Administrator’s determination as to whether a Consultation Termination Event or Control Termination
Event is in effect with respect to the Excluded Controlling Class Loans listed in paragraph 2 if any such mortgage loan is an Excluded
Mortgage Loan:


 


	CUSIP	Class	Outstanding Certificate Balance	Initial Certificate Balance
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


4.            
The undersigned is simultaneously providing notice to the Certificate Administrator in the form of Exhibit L-1F to the Pooling
and Servicing Agreement, requesting termination of access to any Excluded Information. The undersigned acknowledges that it is
not permitted to access and shall not access any Excluded Information relating to the Excluded Controlling Class Loans on the Certificate
Administrator’s Website unless and until it has (i) delivered notice of the termination of the related Excluded Controlling
Class Holder status and (ii) submitted a new investor certification in accordance with Section 4.02(b) of the Pooling and Servicing
Agreement.


 


5.           
The undersigned agrees to indemnify and hold harmless each party to the Pooling and Servicing Agreement, the Underwriters,
the Initial Purchasers and the Trust Fund from any damage, loss, cost or liability (including legal fees and expenses and the cost
of enforcing this indemnity) arising out of or resulting from any unauthorized access by the undersigned or any agent, employee,
representative or person acting on its behalf of any Excluded Information relating to the Excluded Controlling Class Loans listed
in Paragraph 2 above.


 






    L-1E-2 


     


    

 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


IN WITNESS WHEREOF, the
undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly authorized
officer, as of the day and year written above.


 





	 	[Controlling Class Representative][a
Controlling Class Certificateholder] [the Stanwix Controlling Class Representative] [a Stanwix Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Name:

Title:

Phone:

Email:

Address:


 




    L-1E-3 


     


    

 


EXHIBIT L-1F


 


FORM OF NOTICE OF EXCLUDED CONTROLLING
CLASS HOLDER TO CERTIFICATE ADMINISTRATOR


 


[Date]


 


	
        Citibank, N.A.,

as Trustee and Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CF 2019-CF2

        Email: ratingagencynotice@citi.com

         



		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust, Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2



 


In accordance with Section
4.02(b) of the Pooling and Servicing Agreement, with respect to the above-referenced certificates (the “Certificates”),
the undersigned (the “Excluded Controlling Class Holder”) hereby directs you as follows:


 


1.            
The undersigned is the [Controlling Class Representative][a Controlling Class Certificateholder][the Stanwix Controlling
Class Representative][a Stanwix Controlling Class Certificateholder] as of the date hereof.


 


2.            
The undersigned has become an Excluded Controlling Class Holder with respect to the following [Mortgage Loan(s)] [and] [Whole
Loan(s)] (“Excluded Controlling Class Loans”):


 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 
	 	 	 	 


 


3.             The following USER IDs for the Certificate Administrator’s Website are affiliated with the undersigned and access
to any information on the Certificate Administrator’s Website with respect to the CF 2019-CF2 Mortgage Trust securitization
should be revoked as to such users:


 


 


 



 






    L-1F-1 


     


    

 


 



 


 


 



 


 


 



 



4.            
The undersigned acknowledges that it is not permitted to access and shall not access any Excluded Information with respect
to such Excluded Controlling Class Loan(s) on the Certificate Administrator’s Website unless and until it (i) is no longer
an Excluded Controlling Class Holder with respect to such Excluded Controlling Class Loan(s), (ii) has delivered notice of the
termination of the related Excluded Controlling Class Holder status and (iii) has submitted an investor certification in the form
of Exhibit L-1B to the Pooling and Servicing Agreement.


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its
duly authorized officer, as of the day and year written above.


 





	 	[Controlling Class Representative][a
Controlling Class Certificateholder] [the Stanwix Controlling Class Representative] [a Stanwix Controlling Class Certificateholder]
	 	 	 
	 	Name:

Title:

Phone:

Email:

Address:


 


 


 



  


 


The undersigned hereby acknowledges that

access to the Certificate Administrator’s Website has been revoked for

the users listed in Paragraph 3.


 


CITIBANK, N.A.,

Certificate Administrator


 


 




Name:

Title:


 




    L-1F-2 


     


    

 


EXHIBIT L-1G


 


Form
of Certification of the Controlling Class Representative 


 


[Date]


 


	
        Citibank, N.A.,

   as Trustee and Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

        Attention: Global Transaction Services – CF 2019-CF2

        Email: ratingagencynotice@citi.com
	KeyBank National Association,

   as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com
	 	 
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        (with a copy to: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com)
	
        KeyBank National Association,

        as a Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com

	 	 
	
        CCRE Commercial Mortgage Securities,
L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com
	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)



 


		Re:	Pooling
and Servicing Agreement (“Pooling and Servicing Agreement”) relating to CF 2019-CF2 Mortgage Trust Commercial Mortgage
Pass-Through Certificates, Series 2019-CF2



 


In accordance with Section
3.29(a) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned has been appointed to act as the [Controlling Class Representative][Stanwix Controlling Class Representative].


 


2.             The
undersigned [is][is not] a Borrower Party.


 


3.             If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as


 



    L-1G-1 


     


    

 


Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


4.             The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid or (c) in the form of a pdf attached to an email.


 


5.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.


 





	 	[The Controlling
Class Representative][a Controlling Class Certificateholder]
	 	 
	 	By:	 
	 	 	Title:

Company:

Phone:


 




    L-1G-2 


     


    

 


EXHIBIT L-1H


 


FORM OF CERTIFICATION OF THE RISK RETENTION
CONSULTATION PARTY


 


[Date]


 


	
        Citibank, N.A.,

        as Trustee and Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2

        Email: ratingagencynotice@citi.com
	
        KeyBank National Association,

        as Master
Servicer

        11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com

	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

(with a copy to: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com 

and lnr.cmbs.notices@lnrproperty.com)
	
        KeyBank National Association,

        as a
Special Servicer

        11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com

         

	
        CCRE Commercial Mortgage Securities,
L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com
	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance Manager

        (with a copy sent contemporaneously
via email to cmbs.notices@parkbridgefinancial.com)



 


		Re:	CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



 


 In accordance with Section 3.29 of the
Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows: 


 


1.             The
undersigned has been appointed to act as the Risk Retention Consultation Party.


 


		2.	Check one of the following:*



 


		☐	The undersigned is not a Borrower Party.



 


		☐	The undersigned is a Borrower Party with respect to the following Mortgage Loan(s) (each an “Excluded
Risk Retention Consultation Party Loan”):



 





 



 


*
Risk Retention Consultation Party must include one of the following two certifications.


 






    L-1H-1


     


    

 


	Loan Number	ODCR	Loan Name	Borrower Name
	 	 	 	 
	 	 	 	 


 


3.             The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid or (c) in the form of a pdf attached to an email.


 


4.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall have caused, or shall be deemed to have caused its name to be signed hereto by its duly authorized
signatory, as of the date certified.





	 	 	 
	 	[RISK RETENTION CONSULTATION PARTY]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 


Dated: [____] [__], 20[__]


 




    L-1H-2


     


    


 


EXHIBIT L-1I


 


Form
of Certification of the Stanwix Controlling Class Representative


 


[Date]


 


	
        Citibank, N.A.,

        as Trustee and
Certificate Administrator

        388 Greenwich Street

        New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2

        Email: ratingagencynotice@citi.com
	KeyBank National Association,

                                                              as Master Servicer

                                                              11501 Outlook Street, Suite 300
 Overland Park, Kansas 66211
 Attention: Michael Tilden
 Email: Michael_A_Tilden@keybank.com

	 	 
	
        LNR Partners, LLC

        1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

(with a copy to: hbennett@lnrpartners.com, 

jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com)
	
        KeyBank National Association,

        as a
Special Servicer

        11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com

	 	 
	
        CCRE Commercial Mortgage Securities, L.P.

        110 East 59th Street

        New York, New York 10022

        Attention: Legal Department

        with an electronic copy by email to:

        notices@ccre.com

         
	
        Park Bridge Lender Services LLC

c/o Park Bridge Financial LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance Manager

        (with a copy sent contemporaneously via email to cmbs.notices@parkbridgefinancial.com)

         



		Re:	Pooling and Servicing Agreement (“Pooling and Servicing Agreement”)
relating to CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



 


In accordance with Section
3.33(e) of the Pooling and Servicing Agreement, the undersigned hereby certifies and agrees as follows:


 


1.             The
undersigned has been appointed to act as the [Controlling Class Representative][Stanwix Controlling Class Representative].


 


		2.	The undersigned [is][is not] a Borrower Party.



 






    L-1I-1


     


    

 


3.             If
the undersigned becomes a Borrower Party with respect to any Mortgage Loan or Whole Loan, the undersigned agrees to and shall deliver
the certification attached as Exhibit L-1D to the Pooling and Servicing Agreement and shall deliver to the applicable parties the
notices attached as Exhibit L-1E and Exhibit L-1F to the Pooling and Servicing Agreement.


 


4.             The
undersigned hereby certifies that an executed copy of this certification in paper form has been delivered in accordance with the
notice provisions of the Pooling and Servicing Agreement to each of the addressees listed above (a) by overnight courier or (b)
mailed by registered mail, postage prepaid or (c) in the form of a pdf attached to an email.


 


5.             The
undersigned’s address for the purposes of Section 12.05 of the Pooling and Servicing Agreement is as follows:


 





 



 





 



 





 



 





 



 


6.             Capitalized
terms used but not defined herein shall have the respective meanings assigned thereto in the Pooling and Servicing Agreement.


 


BY ITS CERTIFICATION
HEREOF, the undersigned shall be deemed to have caused its name to be signed hereto by its duly authorized signatory, as of the
date certified.








	 	 	 
	 	[the Stanwix
Controlling Class Representative] [a Stanwix Controlling Class Certificateholder]
	 	 	 
	 	By:	 
	 	 	Title:
	 	 	Company:
	 	 	Phone:


  




    L-1I-2


     


    


 


EXHIBIT L-2


 


FORM OF FINANCIAL MARKET PUBLISHER CERTIFICATION


 


This Certification has been prepared
for provision of information to the market data providers listed in Paragraph 1 below pursuant to the direction of the Depositor.


 


In connection with
the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 (the “Certificates”)
issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
entered into between CCRE Commercial Mortgage Securities, L.P., as depositor, KeyBank National Association, as master servicer
and a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A., as trustee, Citibank, N.A., as certificate administrator,
paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge Lender Services LLC, as asset
representations reviewer, the undersigned hereby certifies and agrees as follows:


 


		1.	The undersigned is an employee or agent of BlackRock Financial Management, Inc., Bloomberg Financial
Markets, L.P., Intex Solutions, Inc., Trepp, LLC, CMBS.com, Inc., Interactive Data Corporation, Markit LLC or Thomson Reuters Corporation,
a market data provider that has been given access to the Distribution Date Statements, CREFC® reports and supplemental
notices delivered or made available pursuant to Section 4.02 of the Pooling and Servicing Agreement to Privileged Persons on [https://sf.citidirect.com]
(the “Website”) by request of the Depositor.



 


		2.	The undersigned agrees that each time it accesses the Website, the undersigned is deemed to have
recertified that the representation above remains true and correct.



 


		3.	Capitalized terms used but not defined herein shall have the respective meanings assigned thereto
in the agreement pursuant to which the Certificates were issued.



 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall be deemed to have caused its name to be signed hereto by its duly
authorized signatory, as of the date certified.





	 	 	 	 	 	 	 	 
	 	[                             ]
	 	 
	 	By:	 	 	 
	 	 	 	 	 
	 	Name:	 	 	 
	 	 	 	 	 
	 	Title:	 	 	 
	 	 	 	 	 
	 	Company: 	 	 
	 	 	 	 
	 	Phone: 	 	 	 


 







    L-2-1


     


    



 


EXHIBIT M


 


FORM OF NOTIFICATION FROM CUSTODIAN


 


[DATE]


 


To the Persons Listed on the attached Schedule
A


 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to
                                         CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
                                         	 



 


Ladies and Gentlemen:


 


In accordance with Section
2.02 of the Pooling and Servicing Agreement, the undersigned, as Custodian, hereby notifies you that, based upon the review required
under the Pooling and Servicing Agreement, the Mortgage File for each Mortgage Loan or Trust Subordinate Companion Loan set forth
on the attached defect schedule contains a document or documents which (i) has not been executed or received, (ii) has not been
recorded or filed (if required), (iii) is unrelated to the Mortgage Loans or Trust Subordinate Companion Loan identified in the
Mortgage Loan Schedule, (iv) appears not to be what they purport to be or has been torn in any materially adverse manner or (v)
is mutilated or otherwise defaced, in each case as more fully described on the attached defect schedule.


 


The Custodian has no
responsibility to determine, and expresses no opinion with respect thereto, whether any document or opinion is legal, valid, binding
or enforceable, whether the text of any assignment or endorsement is in proper or recordable form (except, if applicable, to determine
if the Trustee is the assignee or endorsee), whether any document has been recorded in accordance with the requirements of any
applicable jurisdiction, whether a blanket assignment is permitted in any applicable jurisdiction, or whether any Person executing
any document or rendering any opinion is authorized to do so or whether any signature thereon is genuine.


 


Capitalized words and
phrases used herein shall have the respective meanings assigned to them in the above-captioned Pooling and Servicing Agreement.





	 	 	 
	 	CITIBANK,
N.A., as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  




    M-1


     


    


 


SCHEDULE A

TO

FORM OF NOTIFICATION FROM CUSTODIAN


 


CCRE Commercial Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance Manager


Email: cmbs.notices@parkbridgefinancial.com


 


Citibank, N.A.,


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


Email: ratingagencynotice@citi.com


 


KeyBank National Association,

as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


KeyBank National Association,


as a Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


Polsinelli


 






    M-2


     


    

 


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw

(with a copy to: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com and 

lnr.cmbs.notices@lnrproperty.com)


 


To the applicable Mortgage Loan Seller:


 


Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department


 


With an electronic copy to:


 


Cantor Commercial Real Estate Lending, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

E-mail: legal@ccre.com


 


Starwood Mortgage Capital LLC


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139

Attention: Leslie K. Fairbanks, Executive Vice President


Email: lfairbanks@starwood.com


 


With a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139

Attention: Attention: Vincent P. Kallaher, Senior Vice President


Email: vkallaher@starwood.com


 


With a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett


 






    M-3


     


    

 


Email: hbennett@starwood.com


 


With a copy by email to:


 


lnr.cmbs.notices@lnrproperty.com;




KeyBank National Association


11501 Overlook Street, Suite 300


Overland Park, Kansas 66211


Attention: Joe DeRoy


Facsimile: 877-379-1625


 


With a copy to:


 

Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Facsimile: 816-753-1536


 


German American Capital Corporation


60 Wall Street


New York, New York 10005


Attention: Lainie Kaye


 


with a copy by electronic mail to cmbs.requests@db.com


 




    M-4


     


    


 


DEFECT SCHEDULE

TO FORM OF NOTIFICATION FROM CUSTODIAN


 




    M-5


     


    


 


EXHIBIT N-1


 


FORM OF CLOSING DATE CUSTODIAN CERTIFICATION



[Date]


 


[                       ]

[                       ]

[                       ]

Attention: [                      ]


 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to
                                         CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
                                         	 



 


In accordance with Section
2.03 of the Pooling and Servicing Agreement, the Custodian hereby certifies that, with respect to each Mortgage Loan and Trust
Subordinate Companion Loan listed on the Mortgage Loan Schedule attached hereto as Schedule A, (a) the Custodian has in its possession
the documents specified in clause (i) of the definition of “Mortgage File”, (b) the foregoing documents delivered or
caused to be delivered by the Mortgage Loan Sellers as described in clause (a) above have been reviewed by it or by a Custodian
on its behalf and appear regular on their face (handwritten additions, changes or corrections shall not constitute irregularities
if initialed by the Borrower), appear to be executed (where appropriate) and purport to relate to such Mortgage Loan or Trust Subordinate
Companion Loan, except as identified on the schedule attached hereto, and (c) each of the documents specified in clause (ii), clause
(viii), clause (xv) and clause (xvi) of the definition of “Mortgage File” have been received, have been executed, appear
to be what they purport to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse
manner or mutilated or otherwise defaced, and that such documents relate to the Mortgage Loans and the Trust Subordinate Companion
Loan identified in the Mortgage Loan Schedule.


 


The Custodian’s
review of the Mortgage Files and its certification with respect thereto shall not be deemed to constitute “due diligence
services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively,
promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.


 






    N-1-1


     


    

 





	 	 	 
	 	CITIBANK,
N.A., as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    N-1-2


     


    


 


SCHEDULE A 

TO CLOSING DATE CUSTODIAN CERTIFICATION


 


MORTGAGE LOAN SCHEDULE


 




    N-1-3


     


    


 


EXHIBIT N-2


 


FORM OF POST-CLOSING CUSTODIAN CERTIFICATION


 


[Date]


 


[                  ]

[                  ]

[                  ]

Attention: [                       ]


 


		Re:	Pooling and
                                         Servicing Agreement (“Pooling and Servicing Agreement”) relating to
                                         CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
                                         	 



 


In accordance with Section
2.03 of the Pooling and Servicing Agreement, the Custodian hereby certifies, subject to the terms of the Pooling and Servicing
Agreement, that, with respect to each Mortgage Loan or Trust Subordinate Companion Loan listed on the Mortgage Loan Schedule attached
hereto as Schedule A, all documents (other than documents referred to in clause (xv) of the definition of “Mortgage File”
and the documents referred to in clauses (iii) and (v) of the definition of “Mortgage File” and the assignments of
financing statements referred to in clause (x) and (xx) of the definition of “Mortgage File”) referred to in the definition
of “Mortgage File” (in the case of the documents referred to in clauses (iv), (v), (vii), (xiv), (xv), (xvii) and (xix)
of the definition of “Mortgage File”, as identified to it in writing by the related Mortgage Loan Seller) and any original
recorded documents included in the delivery of a Mortgage File have been received, have been executed, appear to be what they purport
to be, purport to be recorded or filed (as applicable) and have not been torn in any materially adverse manner or mutilated or
otherwise defaced, and that such documents relate to the Mortgage Loans and Trust Subordinate Companion Loan identified in the
Mortgage Loan Schedule, in each case, except as set forth on the attached schedule hereto.


 


The Custodian’s
review of the Mortgage Files and its certification with respect thereto shall not be deemed to constitute “due diligence
services” or a “third party due diligence report” as such terms are defined in Rule 17g-10 and 15Ga-2, respectively,
promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Pooling and Servicing Agreement.


 






    N-2-1


     


    




	 	 	 
	 	CITIBANK,
N.A., as Custodian
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:





 




    N-2-2


     


    


 


SCHEDULE A 

TO POST-CLOSING CUSTODIAN CERTIFICATION


 


MORTGAGE LOAN SCHEDULE


 




    N-2-3


     


    


 


EXHIBIT O


 


FORM OF TRUSTEE BACKUP CERTIFICATION


 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A.,
as Certificate Administrator, Paying agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer.



 


I, [identity of certifying
individual], hereby certify to the Certification Parties (as defined in the Pooling and Servicing Agreement) as follows, with the
knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (i) in connection with
the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the 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
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Trustee in accordance with the Pooling and Servicing Agreement
for inclusion in the reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (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 Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Trustee Periodic Information;


 


4.             I
(or officers under my supervision) am responsible for reviewing the activities performed by the Trustee under the Pooling and Servicing
Agreement, and based on my knowledge and the compliance review conducted in preparing the Trustee’s compliance statement
to be delivered under Article X of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under Item 1123
of Regulation AB, and except as disclosed in the Trustee Periodic Information, the Trustee has fulfilled its obligations under
the Pooling and Servicing Agreement in all material respects; and


 






    O-1


     


    

 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Trustee or any
Servicing Function Participant retained by the Trustee (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Trustee responsible for reviewing the activities performed by the Trustee under the Pooling
and Servicing Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing
Agreement.


 


Date:____________________





	 	 	 
	 	CITIBANK,
N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    O-2


     


    


 


EXHIBIT P


 


FORM OF CUSTODIAN BACKUP CERTIFICATION


 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A.,
as Certificate Administrator, Paying agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer.



 


I, [identity of certifying
individual], hereby certify to the Certification Parties (as defined in the Pooling and Servicing Agreement) as follows, with the
knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (i) in connection with
the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the 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 Custodian in accordance with the
Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__] (“Form
10-K”) and all information required to be provided by the Custodian in accordance with the Pooling and Servicing Agreement
for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered by the Form 10-K (collectively
with the Form 10-K, the “Reports”) (such information provided by the Custodian, collectively, the “Custodian
Periodic Information”);


 


2.             Based
on my knowledge, the Custodian Periodic Information, taken as a whole, does not contain any untrue statement of a material fact
or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by the Form 10-K;


 


3.             Based
on my knowledge, all information required to be provided by the Custodian under the Pooling and Servicing Agreement for inclusion
in the Reports for the period covered by the Form 10-K is included in the Custodian Periodic Information;


 


4.             I
(or officers under my supervision) am responsible for reviewing the activities performed by the Custodian under the Pooling and
Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Custodian’s compliance
statement to be delivered under Article X of the Pooling and Servicing Agreement required for inclusion in the Form 10-K under
Item 1123 of Regulation AB, and except as disclosed in the Custodian Periodic Information, the Custodian has fulfilled its obligations
under the Pooling and Servicing Agreement in all material respects; and


 






    P-1


     


    

 


5.             All
of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Custodian or any
Servicing Function Participant retained by the Custodian (the “Relevant Servicing Criteria”) and their related
attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling and Servicing Agreement
to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and
15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances of noncompliance with
the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with servicing criteria is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Custodian responsible for reviewing the activities performed by the Custodian under the
Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Pooling and Servicing
Agreement.


 


Date:_________________________





	 	 	 
	 	CITIBANK,
N.A.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    P-2


     


    


 


EXHIBIT Q


 


FORM OF CERTIFICATE ADMINISTRATOR BACKUP
CERTIFICATION


 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A.,
as Certificate Administrator, Paying agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer.



 


I, [identity of certifying
individual], hereby certify to the Certification Parties (as defined in the Pooling and Servicing Agreement) as follows, with the
knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (i) in connection with
the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the 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 Pooling and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the
Reports and all of the distribution, servicing and other information provided to the Certificate Administrator by the trustee,
the custodian, the master servicer, the special servicer and the operating advisor under the Pooling and Servicing Agreement for
inclusion in the Reports for the period covered by the Form 10-K is included in the Reports;


 


4.          
I (or an officer under my supervision) am responsible for reviewing the activities performed by the Certificate Administrator
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Certificate
Administrator compliance statement required to be delivered under Article X of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Reports, the Certificate Administrator has fulfilled
its obligations under the Pooling and Servicing Agreement in all material respects; and


 






    Q-1 


     


    

 


5.          
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Certificate
Administrator or any Servicing Function Participant retained by the Certificate Administrator (the “Relevant Servicing
Criteria”) and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required
to be included in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been
included as an exhibit to the Form 10-K. Any material instances of noncompliance described in such reports have been disclosed
in the Form 10-K and such assessment of compliance is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Certificate Administrator responsible for reviewing the activities performed by the Certificate
Administrator under the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the meanings set forth
in the Pooling and Servicing Agreement.


 


Date: ___________________





	 	 	 
	 	CITIBANK, N.A.
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    Q-2 


     


    

 


EXHIBIT R


 


FORM OF OPERATING ADVISOR BACKUP CERTIFICATION


 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A.,
as Certificate Administrator, Paying agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer.



 


I, [identity of certifying
individual], hereby certify to the Certification Parties (as defined in the Pooling and Servicing Agreement) as follows, with the
knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (i) in connection with
the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the 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 Operating Advisor in accordance
with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December 31, 20[__]
(“Form 10-K”) and all information required to be provided by the Operating Advisor in accordance with the Pooling
and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed in respect of the period covered
by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information provided by the Operating
Advisor, collectively, the “Operating Advisor Periodic Information”);


 


2.          
Based on my knowledge, the Operating Advisor Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          
Based on my knowledge, all information required to be provided by the Operating Advisor under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Operating Advisor Periodic Information;


 


4.          
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Operating Advisor with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Operating Advisor’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 






    R-1 


     


    

 


5.          
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Operating
Advisor or any Servicing Function Participant retained by the Operating Advisor (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Operating Advisor responsible for reviewing the activities performed by the Operating Advisor
under the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Pooling
and Servicing Agreement.


 


 Date: ______________________




 





	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  



    R-2 


     


    

 


EXHIBIT S


 


FORM OF ASSET REPRESENTATIONS REVIEWER
BACKUP CERTIFICATION


 


CF 2019-CF2 Mortgage Trust (the “Trust”)


 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A.,
as Certificate Administrator, Paying agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer.



 


I, [identity of certifying
individual], hereby certify to the Certification Parties (as defined in the Pooling and Servicing Agreement) as follows, with the
knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (i) in connection with
the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the 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 Asset Representations Reviewer
in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for the period ended December
31, 20[__] (“Form 10-K”) and all information required to be provided by the Asset Representations Reviewer in
accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required to be filed
in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”) (such information
provided by the Asset Representations Reviewer, collectively, the “Asset Representations Reviewer Periodic Information”);


 


2.       Based
on my knowledge, the Asset Representations Reviewer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K; and


 


3.       Based
on my knowledge, all information required to be provided by the Asset Representations Reviewer under the Pooling and Servicing
Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Asset Representations Reviewer
Periodic Information.


 






    S-1 


     


    

 


This Certification is
being signed by me as an officer of the Asset Representations Reviewer responsible for reviewing the activities performed by the
Asset Representations Reviewer under the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the
meanings set forth in the Pooling and Servicing Agreement.


 


 Date: ______________________




 





	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   



    S-2 


     


    

 


EXHIBIT T


 


FORM OF MASTER SERVICER BACKUP CERTIFICATION


 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A.,
as Certificate Administrator, Paying Agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer.



 


I, [identity of certifying
individual], hereby certify to the Certification Parties (as defined in the Pooling and Servicing Agreement) as follows, with the
knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (i) in connection with
the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the 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 Master Servicer in accordance with the Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K for
the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Master
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively, with the Form 10-K, the “Reports”)
(such information provided by the Master Servicer, collectively, the “Master Servicer Periodic Information”);


 


2.          
Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, the Master Servicer Periodic Information,
taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by the Form 10-K;


 


3.          
Based on my knowledge, and assuming the accuracy of the statements required to be made by each Special Servicer in the special
servicer backup certificate delivered by each Special Servicer relating to the relevant period, all of servicing and other information
required to be provided by the Master Servicer under the Pooling and Servicing Agreement for inclusion in the Reports for the period
covered by the Form 10-K is included in the Master Servicer Periodic Information;


 






    T-1 


     


    

 


4.          
I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement and based on my knowledge and the compliance review conducted in preparing the Master
Servicer compliance statement required to be delivered under Article X of the Pooling and Servicing Agreement for inclusion in
the Form 10-K under Item 1123 of Regulation AB, and except as disclosed in the Master Servicer Periodic Information, the Master
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Master Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Master Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them to
conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Master
Servicer or any Servicing Function Participant retained by the Master Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance is
fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Master Servicer responsible for reviewing the activities performed by the Master Servicer
under the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Pooling
and Servicing Agreement.


 


Date: ___________________





	 	 	 
	 	KEYBANK
NATIONAL ASSOCIATION
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    T-2 


     


    

 


EXHIBIT U


 


FORM OF SPECIAL SERVICER BACKUP CERTIFICATION


 


		Re:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, issued pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as master servicer and a special servicer [(in such capacity, the “Special Servicer”)], LNR Partners, LLC,
as a special servicer [(in such capacity, the “Special Servicer”)], Citibank, N.A., as trustee, Citibank, N.A.,
as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC, as operating advisor, and Park Bridge
Lender Services LLC, as asset representations reviewer.



 


I, [identity of certifying
individual], hereby certify to the Certification Parties (as defined in the Pooling and Servicing Agreement) as follows, with the
knowledge and intent that this Certification will be relied upon by the applicable Certification Parties (i) in connection with
the certification concerning the Trust, to be signed by an officer of the Depositor and/or (ii) in connection with the certification
concerning the trust related to an Other Securitization, to be signed by an officer of the 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 Pooling and Servicing Agreement for inclusion in the annual report on Form 10-K
for the period ended December 31, 20[__] (“Form 10-K”) and all information required to be provided by the Special
Servicer in accordance with the Pooling and Servicing Agreement for inclusion in all reports on Form 10-D and Form 8-K required
to be filed in respect of the period covered by the Form 10-K (collectively with the Form 10-K, the “Reports”)
(such information provided by the Special Servicer, collectively, the “Special Servicer Periodic Information”);


 


2.          
Based on my knowledge, the Special Servicer Periodic Information, taken as a whole, does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period covered by the Form 10-K;


 


3.          
Based on my knowledge, all servicing and other information required to be provided by the Special Servicer under the Pooling
and Servicing Agreement for inclusion in the Reports for the period covered by the Form 10-K is included in the Special Servicer
Periodic Information;


 


4.          
I (or Servicing Officers under my supervision) am responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement, and based on my knowledge and the compliance review conducted in preparing the Special
Servicer’s compliance statement required to be delivered under Article X of the Pooling and Servicing Agreement for inclusion
in the Form 10-K under Item 1123 of Regulation AB, and except as


 






    U-1 


     


    

 


disclosed in the Special Servicer Periodic Information, the Special
Servicer has fulfilled its obligations under the Pooling and Servicing Agreement in all material respects;


 


5.          
The accountants that are to deliver the annual attestation report on assessment of compliance with the Relevant Servicing
Criteria in respect of the Special Servicer with respect to the Trust’s fiscal year _____ have been provided all information
relating to the Special Servicer’s assessment of compliance with the Relevant Servicing Criteria in order to enable them
to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and


 


6.          
All of the reports on assessment of compliance with servicing criteria for asset-backed securities applicable to the Special
Servicer or any Servicing Function Participant retained by the Special Servicer (the “Relevant Servicing Criteria”)
and their related attestation reports on assessment of compliance with the Relevant Servicing Criteria required under the Pooling
and Servicing Agreement to be delivered for inclusion in the Form 10-K in accordance with Item 1122 of Regulation AB and Exchange
Act Rules 13a-18 and 15d-18, have been delivered in accordance with the Pooling and Servicing Agreement. All material instances
of noncompliance with the Relevant Servicing Criteria have been disclosed in such reports and such assessment of compliance with
servicing criteria is fairly stated in all material respects.


 


This Certification is
being signed by me as an officer of the Special Servicer responsible for reviewing the activities performed by the Special Servicer
under the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the meanings set forth in the Pooling
and Servicing Agreement.


  


Date: ___________________





	 	 	 
	 	[LNR
PARTNERS, LLC][ KeyBank National Association]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    U-2 


     


    

 


EXHIBIT V


 


FORM OF SUB-SERVICER BACKUP CERTIFICATION


 


CF 2019-CF2 Mortgage
Trust (the “Trust”)


 


As contemplated by Section 10.08 of that
certain Pooling and Servicing Agreement dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
entered into between CCRE Commercial Mortgage Securities, L.P., as depositor, KeyBank National Association, as master servicer
(in such capacity, the “Master Servicer”) and a special servicer, LNR Partners, LLC, as a special servicer,
Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services
LLC, as asset representations reviewer, Citibank, N.A., as trustee, and Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
[identify the certifying individual], a                 
of                 ,
a                 
[corporation] (the “Sub-Servicer”) as Sub-Servicer in connection with the sub-servicing of one or more Mortgage
Loans, the Trust Subordinate Companion Loan and/or Serviced Companion Loan under the Pooling and Servicing Agreement, on behalf
of the Sub-Servicer, certify to [Name of Each Certifying Person for Sarbanes-Oxley Certification], the Depositor, the Master Servicer
and their officers, directors and affiliates, and with the knowledge and intent that they will rely upon this certification, that:


 


		1.	I have reviewed the Servicer Reports and Sub-Servicer Reports (each as defined below) relating
to the Mortgage Loans, the Trust Subordinate Companion Loan and/or Serviced Companion Loan delivered by the Sub-Servicer to the
Master Servicer, pursuant to the Sub-Servicing Agreement dated [__________], 20[__] by and between the Sub-Servicer and the Master
Servicer (the “Sub-Servicing Agreement”);



 


		2.	Based on my knowledge, with respect to the period ending [December 31, 20__] (the “Relevant
Period”), all servicing information and all reports required to be submitted by the Sub-Servicer to the Certificate Administrator
pursuant to the Pooling and Servicing Agreement (the “Servicer Reports”) for inclusion in the annual report
on Form 10-K for the Relevant Period and inclusion in all reports on Form 10-D or Form 8-K have been submitted by the Sub-Servicer
to the Certificate Administrator for inclusion in these reports;



 


		3.	Based on my knowledge, with respect to the Relevant Period, all servicing information and all reports
required to be submitted by the Sub-Servicer to the Master Servicer pursuant to the Sub-Servicing Agreement (the “Sub-Servicer
Reports”) have been submitted by the Sub-Servicer to the Master Servicer;



 


		4.	Based on my knowledge, the sub-servicer information contained in the Servicer Reports and Sub-Servicer
Reports, taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to
the period covered by these reports;



 






    V-1 


     


    

 


		5.	Based upon my knowledge and the annual compliance review performed as required under Section [__]
of the Sub-Servicing Agreement, and except as disclosed in the compliance certificate delivered pursuant to Section [__] of the
Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material respects;



 


		6.	[I am, or a servicing officer under my supervision is, responsible for reviewing the activities
performed by the Sub-Servicer under the Sub-Servicing Servicing Agreement and based upon my knowledge and the annual compliance
reviews conducted in preparing the servicer compliance statements for inclusion on Form 10-K pursuant Item 1123 of Regulation AB
with respect to the Sub-Servicer, and except as disclosed in the compliance certificate delivered by the Sub-Servicer under Section
[__] of the Sub-Servicing Agreement, the Sub-Servicer has fulfilled its obligations under the Sub-Servicing Agreement in all material
respects in the year which such report applies];



 


		7.	The accountants that are to deliver the annual attestation report on assessment of compliance with
the Relevant Servicing Criteria in respect of the Sub-Servicer with respect to the Trust’s fiscal year _____ have been provided
all information relating to the Sub-Servicer’s assessment of compliance with the Relevant Servicing Criteria, in order to
enable them to conduct a review in compliance with the standards for attestation engagements issued or adopted by the PCAOB; and



 


		8.	The report on assessment of compliance with servicing criteria applicable to the Sub-Servicer for
asset-backed securities with respect to the Sub-Servicer or any Servicing Function Participant retained by the Sub-Servicer and
related attestation report on assessment of compliance with servicing criteria applicable to it required to be included in the
annual report on Form 10-K for the Relevant Period in accordance with Item 1122 of Regulation AB and Exchange Act Rules 13a-18
and 15d-18 has been provided to the Depositor and to the Certificate Administrator for inclusion as an exhibit to such Form 10-K.
Any material instances of noncompliance described in such reports have been provided to the Certificate Administrator and the Depositor
for disclosure in such annual report on Form 10-K.



 


Capitalized terms used but not defined herein
have the meanings set forth in the Sub-Servicing Agreement, or if not defined in the Sub-Servicing Agreement, then the meanings
set forth in the Pooling and Servicing Agreement.


   


Date: ___________________





	 	 	 
	 	[Insert
    NAME OF SUB-SERVICER]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:




 




    V-2 


     


    

 


EXHIBIT W


 


FORM OF SARBANES-OXLEY CERTIFICATION


 


CERTIFICATIONS


 


I, [identify the certifying
individual], certify that:


 


1.       I
have reviewed this report on Form 10-K and all reports on Form 10-D required to be filed in respect of the period covered by this
report on Form 10-K of the CF 2019-CF2 Mortgage Trust (the “Exchange Act periodic reports”);


 


2.       Based
on my knowledge, the Exchange Act periodic reports, taken as a whole, do not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this report;


 


3.       Based
on my knowledge, all of the distribution, servicing and other information required to be provided under Form 10-D for the period
covered by this report is included in the Exchange Act periodic reports;


 


4.       Based
on my knowledge and the servicer compliance statements required in this report under Item 1123 of Regulation AB, and except as
disclosed in the Exchange Act periodic reports, the servicers have fulfilled their obligations under the servicing agreements in
all material respects; and


 


5.       All
of the reports on assessment of compliance with servicing criteria for asset-backed securities and their related attestation reports
on assessment of compliance with servicing criteria for asset-backed securities required to be included in this report in accordance
with Item 1122 of Regulation AB and Exchange Act Rules 13a-18 and 15d-18 have been included as an exhibit to this report, except
as otherwise disclosed in this report. Any material instances of noncompliance described in such reports have been disclosed in
this report on Form 10-K.


 




    W-1 


     


    

 


In giving the certifications above, I have
reasonably relied on information provided to me by the following unaffiliated parties: KeyBank National Association, LNR Partners,
LLC, Citibank, N.A., Park Bridge Lender Services LLC and [list any sub-servicers].


 


Dated:____________ 


 





	 	 
	 	[_____]
	 	(Senior officer in charge of securitization of the depositor)



  




    W-2 


     


    

 


EXHIBIT X


 


MORTGAGE LOAN SELLER SUB-SERVICERS 


 


	Mortgage Loan	Sub-Servicer Name
	The Stanwix	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank
	Southbridge Park	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank
	BWAY Facilities	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank
	Corporate Park of Doral	Berkadia Commercial Mortgage LLC
	106 N Grove & 25 N Harrison	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank
	Lee Industries	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank
	Chef’s Store Charleston	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank
	Sandhurst Apartments	Bernard Financial Corporation
	7001 S Alameda	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank
	Princeton Estates Portfolio	Bernard Financial Corporation
	Qwik Stor Self Storage	Berkeley Point Capital LLC, d/b/a Newmark Knight Frank



 



    X-1 


     


    

 


EXHIBIT Y


 


LIST OF MORTGAGE LOANS FOR THE PURPOSE
OF CLAUSE (C) OF THE 

DEFINITION OF “SPECIAL SERVICER DECISION” 


 


	Loan 

Number	Property Name	Reserve Balance	Reserve Type
	7	The Stanwix	
        $3,150,000

         

        $750,000

         
	
        Retail Holdback Reserve

         

        Affordable Unit Holdback 

Reserve 

	42	Brooklyn Condo Portfolio	$184,366	Earnout Reserve



 



    Y-1 


     


    

 


EXHIBIT Z


 


FORM OF NRSRO CERTIFICATION


 


[Date]






 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


		Re:	CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2 



 


In accordance with the
requirements for obtaining certain information pursuant to the Pooling and Servicing Agreement, dated as of October 1, 2019 (the
“Agreement”), between CCRE Commercial Mortgage Securities, L.P., as Depositor, KeyBank National Association,
as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A.,
as Certificate Administrator, Paying Agent and Custodian, Park Bridge Lender Services LLC, as Operating Advisor, and Park Bridge
Lender Services LLC, as Asset Representations Reviewer, with respect to the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2 (the “Certificates”), the undersigned hereby certifies as follows:


 


1.       the
undersigned is a nationally recognized statistical rating organization within the meaning of Section 3(a)(62) of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”);


 


2.       the
undersigned has provided the Depositor with the appropriate certifications under Exchange Act Rule 17g-5(e); and


 


3.       the
undersigned hereby agrees that it shall be bound by the provisions of the confidentiality agreement attached hereto as Annex
A which shall be applicable to it with respect to any information obtained from the 17g-5 Information Provider’s Website;
and


 


The undersigned agrees
that it shall be deemed to have recertified to the provisions herein each time each time it accesses the 17g-5 Information Provider’s
Website.


 


Capitalized terms used
but not defined herein shall have the respective meanings assigned thereto in the Agreement.


 


BY ITS CERTIFICATION HEREOF,
the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to be signed
hereto by its duly authorized signatory, as of the date certified.


 


	 	Very truly yours,



 






    Z-1 


     


    

 





	 	 
	 	[NRSRO Name]
	 	 	 
	 	By: 	 
	 	Name: 
	 	Title: 
	 	Phone:
	 	Email:


 


Dated:


 




    Z-2 


     


    

 


ANNEX
A


 


CONFIDENTIALITY AGREEMENT


 


This Confidentiality Agreement (the “Confidentiality
Agreement”) is made in connection with [________] (together with its affiliates, “[_______]”, the
“Furnishing Entities” and each a “Furnishing Entity”) furnishing certain financial, operational,
structural and other information relating to the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2 (the “Certificates”) pursuant to the Pooling and Servicing Agreement, dated as of October 1,
2019 (the “Pooling and Servicing Agreement”), by and among CCRE Commercial Mortgage Securities, L.P., as depositor,
KeyBank National Association, as master servicer and a special servicer, LNR Partners, LLC, as a special servicer, Citibank, N.A.,
as trustee, Citibank, N.A., as certificate administrator, paying agent and custodian, Park Bridge Lender Services LLC, as operating
advisor, and Park Bridge Lender Services LLC, as asset representations reviewer, and the assets underlying or referenced by the
Certificates, including the identity of, and financial information with respect to borrowers, sponsors, guarantors, managers and
lessees with respect to such assets (together, the “Collateral”) to you (the “NRSRO”) through
the website of Citibank, N.A., as 17g-5 Information Provider under the Pooling and Servicing Agreement. Information provided by
each Furnishing Entity is labeled as provided by the specific Furnishing Entity.


 



		1.	Definition of Confidential Information. For purposes
of this Confidentiality Agreement, the term “Confidential Information” shall include the following information
(irrespective of its source or form of communication, including information obtained by you through access to this site) that
may be furnished to you by or on behalf of a Furnishing Entity in connection with the issuance or monitoring of a rating with
respect to the Certificates: (x) all data, reports, interpretations, forecasts, records, agreements, legal documents and
other information (such information, the “Evaluation Material”) and (y)  any of the terms, conditions
or other facts with respect to the transactions contemplated by the Pooling and Servicing Agreement, including the status thereof;
provided, however, that the term Confidential Information shall not include information which:



 





		-	was or becomes generally available to the public (including through filing with the Securities and
Exchange Commission or disclosure in an offering document) other than as a result of a disclosure by you or a NRSRO Representative
(as defined in Section 2(c)(i) below) in violation of this Confidentiality Agreement;



 


		-	was or is lawfully obtained by you from a source other than a Furnishing Entity or its representatives
that (i) is reasonably believed by you to be under no obligation to maintain the information as confidential and (ii) provides
it to you without any obligation to maintain the information as confidential; or



 


		-	is independently developed by the NRSRO without reference to any Confidential Information.



 



		2.	Information to Be Held in Confidence.



 






    Z-3 


     


    

 





		(a)	You will use the Confidential Information solely for the purpose of determining or monitoring a credit
rating on the Certificates and, to the extent that any information used is derived from but does not reveal any Confidential Information,
for benchmarking, modeling or research purposes (the “Intended Purpose”).



 


		(b)	You acknowledge that you are aware that the United States and state securities laws impose restrictions
on trading in securities when in possession of material, non-public information and that the NRSRO will advise (through policy
manuals or otherwise) each NRSRO Representative who is informed of the matters that are the subject of this Confidentiality Agreement
to that effect.



 


		(c)	You will treat the Confidential Information as private and confidential. Subject to Section 4, without
the prior written consent of the applicable Furnishing Entity, you will not disclose to any person any Confidential Information,
whether such Confidential Information was furnished to you before, on or after the date of this Confidentiality Agreement. Notwithstanding
the foregoing, you may:



 


		(i)	disclose the Confidential Information to any of the NRSRO’s affiliates, directors, officers,
employees, legal representatives, agents and advisors (each, a “NRSRO Representative”) who, in the reasonable
judgment of the NRSRO, need to know such Confidential Information in connection with the Intended Purpose; provided, that,
prior to disclosure of the Confidential Information to a NRSRO Representative, the NRSRO shall have taken reasonable precautions
to ensure, and shall be satisfied, that such NRSRO Representative will act in accordance with this Confidentiality Agreement;



 


		(ii)	solely to the extent required for compliance with Rule 17g-5(a)(3) of the Act (17 C.F.R. 240.17g-5),
post the Confidential Information to the NRSRO’s password protected website; and



 


		(iii)	use information derived from the Confidential Information in connection with an Intended Purpose,
if such derived information does not reveal any Confidential Information.



 





		3.	Disclosures Required by
Law. If you or any NRSRO Representative is requested or required (orally or in writing, by interrogatory, subpoena, civil
investigatory demand, request for information or documents, deposition or similar process relating to any legal proceeding, investigation,
hearing or otherwise) to disclose any Confidential Information, you agree to provide the relevant Furnishing Entity with notice
as soon as practicable (except in the case of regulatory or other governmental inquiry, examination or investigation, and otherwise
to the extent practical and permitted by law, regulation or regulatory or other governmental authority) that a request to disclose
the Confidential Information has been made so that the relevant Furnishing Entity may seek an appropriate protective order or
other reasonable assurance that confidential treatment will be accorded the Confidential Information if it so chooses. Unless
otherwise required by a court or other governmental or regulatory authority to do so, and provided that you been informed by written
notice that the related Furnishing Entity is seeking a protective order or other reasonable assurance for confidential treatment
with respect to the requested



 






    Z-4 


     


    

 


	 	 	Confidential Information, you agree not to
disclose the Confidential Information while the Furnishing Entity’s effort to obtain such a protective order or other reasonable
assurance for confidential treatment is pending. You agree to reasonably cooperate with each Furnishing Entity in its efforts to
obtain a protective order or other reasonable assurance that confidential treatment will be accorded to the portion of the Confidential
Information that is being disclosed, at the sole expense of such Furnishing Entity; provided, however, that in no
event shall the NRSRO be required to take a position that such information should be entitled to receive such a protective order
or reasonable assurance as to confidential treatment. If a Furnishing Entity succeeds in obtaining a protective order or other
remedy, you agree to comply with its terms with respect to the disclosure of the Confidential Information, at the sole expense
of such Furnishing Entity. If a protective order or other remedy is not obtained or if the relevant Furnishing Entity waives compliance
with the provisions of this Confidentiality Agreement in writing, you agree to furnish only such information as you are legally
required to disclose, at the sole expense of the relevant Furnishing Entity.



 


		4.	Obligation to Return Evaluation Material. Promptly upon written request by or on behalf of
the relevant Furnishing Entity, all material or documents, including copies thereof, that contain Evaluation Material will be destroyed
or, in your sole discretion, returned to the relevant Furnishing Entity. Notwithstanding the foregoing, (a) the NRSRO may retain
one or more copies of any document or other material containing Evaluation Material to the extent necessary for legal or regulatory
compliance (or compliance with the NRSRO’s internal policies and procedures designed to ensure legal or regulatory compliance)
and (b) the NRSRO may retain any portion of the Evaluation Material that may be found in backup tapes or other archive or electronic
media or other documents prepared by the NRSRO and any Evaluation Material obtained in an oral communication; provided,
that any Evaluation Material so retained by the NRSRO will remain subject to this Confidentiality Agreement and the NRSRO will
remain bound by the terms of this Confidentiality Agreement.



 


		5.	Violations of this Confidentiality Agreement.



 


		(a)	The NRSRO will be responsible for any breach of this Confidentiality Agreement by you, the NRSRO or
any NRSRO Representative.



 


		(b)	You agree promptly to advise each relevant Furnishing Entity in writing of any misappropriation or
unauthorized disclosure or use by any person of the Confidential Information which may come to your attention and to take all steps
reasonably requested by such Furnishing Entity to limit, stop or otherwise remedy such misappropriation, or unauthorized disclosure
or use.



 


		(c)	You acknowledge and agree that the Furnishing Entities would not have an adequate remedy at law and
would be irreparably harmed in the event that any of the provisions of this Confidentiality Agreement were not performed in accordance
with their specific terms or were otherwise breached. It is accordingly agreed that each Furnishing Entity shall be entitled to
specific performance and injunctive relief to prevent breaches of this Confidentiality Agreement and to specifically enforce the
terms and provisions hereof, in addition to any other remedy to which a Furnishing 



 






    Z-5 


     


    

 


	 	 	Entity may be entitled at law or in equity.
It is further understood and agreed that no failure to or delay in exercising any right, power or privilege hereunder shall preclude
any other or further exercise of any right, power or privilege.



 


		6.	Term. Notwithstanding the termination or cancellation of this Confidentiality Agreement and
regardless of whether the NRSRO has provided a credit rating on a Security, your obligations under this Confidentiality Agreement
will survive indefinitely.



 


		7.	Governing Law. This Confidentiality Agreement and any claim, controversy or dispute arising
under the Confidentiality Agreement, the relationships of the parties and/or the interpretation and enforcement of the rights and
duties of the parties shall be governed by and construed in accordance with the laws of the State of New York applicable to agreements
made and to be performed within such State.



 


		8.	Amendments. This Confidentiality Agreement may be modified or waived only by a separate writing
by the NRSRO and each Furnishing Entity.



 


		9.	Entire Agreement. This Confidentiality Agreement represents the entire agreement between you
and the Furnishing Entities relating to the treatment of Confidential Information heretofore or hereafter reviewed or inspected
by you. This agreement supersedes all other understandings and agreements between us relating to such matters; provided,
however, that, if the terms of this Confidentiality Agreement conflict with another agreement relating to the Confidential
Information that specifically states that the terms of such agreement shall supersede, modify or amend the terms of this Confidentiality
Agreement, then to the extent the terms of this Confidentiality Agreement conflict with such agreement, the terms of such agreement
shall control notwithstanding acceptance by you of the terms hereof by entry into this website.



 


		10.	Contact Information. Notices for each Furnishing Entity under this Confidentiality Agreement,
shall be directed as set forth below:



 


CCRE Commercial
Mortgage Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 





	 	Confirmed and
agreed to as of ________ , 20___:
	 	 
	 	[NRSRO Name]






	 	 	 
	 	By: 	 
	 	Name: 
	 	Title: 
	 	Phone:



 






    Z-6 


     


    

 


		Email:




  




    Z-7 


     


    

 


EXHIBIT AA-1


 


FORM OF TRANSFEROR CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


CCRE Commercial Mortgage
Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


		Re:	CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2 



 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), and executed with respect to the above-referenced transaction. All capitalized terms used
but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement. The Transferee
hereby certifies, represents and warrants to you, as Depositor, that:


 


1.       The
Transferor is the lawful owner of the right to receive the Excess Servicing Fees with respect to the Mortgage Loans for which _________________
is the Master Servicer (the “Excess Servicing Fee Right”), with the full right to transfer the Excess Servicing
Fee Right free from any and all claims and encumbrances whatsoever.


 


2.       Neither
the Transferor nor anyone acting on its behalf has (a) offered, transferred, pledged, sold or otherwise disposed of the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a transfer, pledge or other disposition of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action, which (in the case of any of the acts described in clauses (a) through (e) hereof) would constitute a distribution
of the Excess Servicing Fee Right under the Securities Act of 1933, as amended (the “Securities Act”), or would
render the disposition of the Excess Servicing Fee Right a violation of Section 5 of the Securities Act or any state securities
laws, or would require registration or qualification of the Excess Servicing Fee Right pursuant to the Securities Act or any state
securities laws.


 






    AA-1-1 


     


    

 





	 	Very truly
yours,
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    AA-1-2 


     


    

 


EXHIBIT
AA-2


 


FORM OF TRANSFEREE CERTIFICATE

FOR TRANSFER OF THE EXCESS SERVICING FEE RIGHTS


 


[Date]


 


CCRE Commercial Mortgage
Securities, L.P.

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com






 


KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


Re: CCRE Commercial
Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2   


 


Ladies and Gentlemen:


 


This letter is delivered
to you in connection with the transfer by _________________ (the “Transferor”) to _________________ (the “Transferee”)
of the Excess Servicing Fee Right established under the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling
and Servicing Agreement”), entered into and executed with respect to the above-referenced transaction. All capitalized
terms used but not otherwise defined herein shall have the respective meanings set forth in the Pooling and Servicing Agreement.
The Transferee hereby certifies, represents and warrants to you, as the Depositor and the Master Servicer, that:


 


1.       The
Transferee is acquiring the right to receive Excess Servicing Fees with respect to the Mortgage Loans as to which __________________
is the applicable Master Servicer (the “Excess Servicing Fee Right”) for its own account for investment and
not with a view to or for sale or transfer in connection with any distribution thereof, in whole or in part, in any manner which
would violate the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities
laws.


 


2.       The
Transferee understands that (a) the Excess Servicing Fee Right has not been and will not be registered under the Securities Act
or registered or qualified under any applicable state securities laws, (b) none of the Depositor, the Trustee, Certificate Administrator
or the Certificate Registrar is obligated so to register or qualify the Excess Servicing Fee Right, and (c) the Excess Servicing
Fee Right may not be resold or transferred unless it is (i) registered pursuant to the Securities Act and registered or qualified
pursuant to any applicable state securities laws or


 






    AA-2-1 


     


    

 


(ii) sold or transferred in transactions which are exempt from such registration
and qualification and (A) the Depositor has received a certificate from the prospective transferor substantially in the form attached
as Exhibit AA-1 to the Pooling and Servicing Agreement, and (B) each of the Master Servicer and the Depositor have received a certificate
from the prospective transferee substantially in the form attached as Exhibit AA-2 to the Pooling and Servicing Agreement.


 


3.       The
Transferee understands that it may not sell or otherwise transfer the Excess Servicing Fee Right or any interest therein except
in compliance with the provisions of Section 3.12 of the Pooling and Servicing Agreement, which provisions it has carefully reviewed.


 


4.       Neither
the Transferee nor anyone acting on its behalf has (a) offered, pledged, sold, disposed of or otherwise transferred the Excess
Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security to any person in any manner,
(b) solicited any offer to buy or accept a pledge, disposition or other transfer of the Excess Servicing Fee Right, any interest
in the Excess Servicing Fee Right or any other similar security from any person in any manner, (c) otherwise approached or negotiated
with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar security with
any person in any manner, (d) made any general solicitation with respect to the Excess Servicing Fee Right, any interest in the
Excess Servicing Fee Right or any other similar security by means of general advertising or in any other manner, or (e) taken any
other action with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right or any other similar
security, which (in the case of any of the acts described in clauses (a) through (e) above) would constitute a distribution of
the Excess Servicing Fee Right under the Securities Act, would render the disposition of the Excess Servicing Fee Right a violation
of Section 5 of the Securities Act or any state securities law or would require registration or qualification of the Excess Servicing
Fee Right pursuant thereto. The Transferee will not act, nor has it authorized or will it authorize any person to act, in any manner
set forth in the foregoing sentence with respect to the Excess Servicing Fee Right, any interest in the Excess Servicing Fee Right
or any other similar security.


 


5.       The
Transferee has been furnished with all information regarding (a) the Depositor, (b) the Excess Servicing Fee Right and any payments
thereon, (c) the Pooling and Servicing Agreement and the Trust Fund created pursuant thereto, (d) the nature, performance and servicing
of the Mortgage Loans, and (e) all related matters that it has requested.


 


6.       The
Transferee is (a) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act or (b)
an “accredited investor” as defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the Securities
Act or an entity in which all of the equity owners come within such paragraphs. The Transferee has such knowledge and experience
in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Excess Servicing
Fee Right; the Transferee has sought such accounting, legal and tax advice as it has considered necessary to make an informed investment
decision; and the Transferee is able to bear the economic risks of such investment and can afford a complete loss of such investment.


 


7.       The
Transferee agrees (i) to keep all information relating to the Trust, the Trust Fund and the parties to the Pooling and Servicing
Agreement, and made available to it, confidential, (ii) not to use or disclose such information in any manner which could result
in a violation of any provision of the Securities Act or would require registration of the Excess


 






    AA-2-2 


     


    

 


Servicing Fee Right or any Certificate
pursuant to the Securities Act, and (iii) not to disclose such information, and to cause its officers, directors, partners, employees,
agents or representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person
other than such holder’s auditors, legal counsel and regulators, except to the extent such disclosure is required by law,
court order or other legal requirement or to the extent such information is of public knowledge at the time of disclosure by such
holder or has become generally available to the public other than as a result of disclosure by such holder; provided, however,
that such holder may provide all or any part of such information to any other Person who is contemplating an acquisition of the
Excess Servicing Fee Right if, and only if, such Person (x) confirms in writing such prospective acquisition and (y) agrees in
writing to keep such information confidential, not to use or disclose such information in any manner which could result in a violation
of any provision of the Securities Act or would require registration of the Excess Servicing Fee Right or any Certificates pursuant
to the Securities Act and not to disclose such information, and to cause its officers, directors, partners, employees, agents or
representatives not to disclose such information, in any manner whatsoever, in whole or in part, to any other Person other than
such Persons’ auditors, legal counsel and regulators.


 


8.       The
Transferee acknowledges that the holder of the Excess Servicing Fee Right shall not have any rights under the Pooling and Servicing
Agreement except as set forth in Section 3.12(a) of the Pooling and Servicing Agreement, and that the Excess Servicing Fee Rate
may be reduced to the extent provided in the Pooling and Servicing Agreement.


 





	 	Very truly
yours,
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    AA-2-3 


     


    

 


EXHIBIT BB-1


 


FORM OF OPERATING ADVISOR ANNUAL REPORT


 


Report Date: Report will be delivered
annually no later than 120 days after the end of the prior calendar year, pursuant to the terms and conditions of the Pooling and
Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between CCRE Commercial
Mortgage Securities, L.P., as depositor, KeyBank National Association, as master servicer and a special servicer, LNR Partners,
LLC, as a special servicer, Citibank, N.A., as trustee, Citibank, N.A., as certificate administrator, paying agent and custodian,
and Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services LLC, as asset representations reviewer.


 




Transaction: CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2






 


Operating Advisor: Park Bridge Lender
Services LLC






 


Special Servicer: LNR Partners, LLC
(with respect to all Mortgage Loans other than the Stanwix Whole Loan)






 


Controlling Class Representative: LNR
Securities Holdings, LLC






 


		I.	Population of Mortgage Loans that Were Considered
in Compiling this Report



 


		1.	The Special Servicer has notified the Operating Advisor that [●] Specially Serviced Loans
were transferred to special servicing in the prior calendar year [INSERT YEAR].



 


		a.	[●] of those Specially Serviced Loans are still being analyzed by the Special Servicer as
part of the development of [a Final] Asset Status Report.



 


		b.	[Final] Asset Status Reports were issued with respect to [●] of such Specially Serviced Loans.
This report is based only on the Specially Serviced Loans in respect of which [a Final] Asset Status Report has been issued. The
[Final] Asset Status Reports may not yet be fully implemented.



 


		2.	The Special Servicer has notified the Operating Advisor that it has completed a Major Decision
with respect to [●] Specially Serviced Loans [INSERT AFTER A CONTROL TERMINATION EVENT: and [●] Performing Loans],
and provided the Final Asset Status Report with respect to [●] Specially Serviced Loans [INSERT AFTER A CONTROL TERMINATION
EVENT: and [●] Performing Loans] to the operating advisor.



 


		3.	After a Control Termination Event has occurred and is continuing, the Special Servicer has provided
to the Operating Advisor:



 






    BB-1-1 


     


    

 


		a.	with respect to each Major Decision for the following Performing Loans, the related Major Decision
Reporting Package and the opportunity to consult with respect to such Major Decision and recommended action:



 

________


 

________


 

________


 

________


 


		b.	with respect to following Specially Serviced Loans, each related Asset Status Report and the opportunity
to consult with respect to such recommended action:



 


________


 


________


 


II.       Executive
Summary


 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement on the loans identified in this
report. Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein, the
Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] performing its
duties in compliance with (1) the Servicing Standard and (2) the Special Servicer’s obligations under the Pooling and Servicing
Agreement. [The Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer has failed
to comply with the Servicing Standard and/or the Special Servicer’s obligations under the Pooling and Servicing Agreement
as a result of the following material deviations.]


 


		●	[LIST OF ANY MATERIAL DEVIATION ITEMS]



 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION
OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 


III.       List
of Items that Were Considered in Compiling this Report


 


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any Major Decision Reporting Package that is delivered or made available to the Operating Advisor
by the Special Servicer pursuant to the Pooling and Servicing Agreement.



 






    BB-1-2 


     


    

 


		2.	Reports by the Special Servicer made available to Privileged Persons that are posted on the Certificate
Administrator’s Website that are relevant to the Operating Advisor’s obligations under the Pooling and Servicing Agreement,
each Final Asset Status Report, each Asset Status Report (after the occurrence and continuance of a Control Termination Event),
and other information delivered to the Operating Advisor by the Special Servicer, in each case, delivered to the Operating Advisor
pursuant to the terms of the Pooling and Servicing Agreement.



 


		3.	The Special Servicer’s assessment of compliance report, attestation report by a third party
regarding the Special Servicer’s compliance with its obligations, and non-discretionary portions of net present value calculations,
Appraisal Reduction Amount and Collateral Deficiency Amount calculations delivered to the Operating Advisor pursuant to the terms
of the Pooling and Servicing Agreement.



 


		4.	[LIST OTHER REVIEWED INFORMATION]



 


		5.	[INSERT IF AFTER A CONTROL TERMINATION EVENT:] Consulted with the Special Servicer as provided
under the Pooling and Servicing Agreement on Asset Status Reports delivered to the Operating Advisor pursuant to the terms of the
Pooling and Servicing Agreement and with respect to Major Decisions processed by the Special Servicer.



 


[INSERT IF AFTER A
CONTROL TERMINATION EVENT:] During the prior year, the Operating Advisor consulted with the Special Servicer regarding its strategy
plan for a limited number of issues related to the following Specially Serviced Loans: [LIST]. The Operating Advisor participated
in discussions and made strategic observations and recommended alternative courses of action to the extent it deemed such observations
and recommendations appropriate.


 


IV. Qualifications
and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


1.       The
Operating Advisor did not participate in, or have access to, the Special Servicer’s and Controlling Class Representative’s
discussion(s) regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Controlling
Class Representative directly pursuant to the Pooling and Servicing Agreement. As such, the Operating Advisor generally relied
upon its interaction with the Special Servicer in gathering the relevant information to generate this report.


 


2.       The
Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.       Confidentiality
and other contractual restrictions limit the Operating Advisor’s ability to outline herein the details or substance of certain
information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not
reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer. However, all such information
is considered in preparing this report.


 






    BB-1-3 


     


    

 


4.       There
are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but
are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer’s
operational compliance with respect to those types of actions.


 


5.       The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors
have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate
Administrator’s Website.


 


6.       The
ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent upon
the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness of such
information.


 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.


 





	 	PARK BRIDGE LENDER SERVICES LLC,
	 	as Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park Bridge Financial LLC
	 	 	 	Its Sole Member
	 	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 






    BB-1-4 


     


    

 


EXHIBIT BB-2


 


FORM OF OPERATING ADVISOR STANWIX ANNUAL
REPORT


 


Report Date: Report will be delivered
annually no later than 120 days after the end of the prior calendar year, pursuant to the terms and conditions of the Pooling
and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”), between CCRE Commercial
Mortgage Securities, L.P., as depositor, KeyBank National Association, as master servicer and a special servicer, LNR Partners,
LLC, as a special servicer, Citibank, N.A., as trustee, Citibank, N.A., as certificate administrator, paying agent and custodian,
and Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services LLC, as asset representations reviewer.


 


Transaction: CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2




 


Operating Advisor: Park Bridge Lender
Services LLC


 


Special Servicer: KeyBank National
Association (with respect to The Stanwix Whole Loan)


 


Directing Holder with respect to The Stanwix
Whole Loan: [______________]


 


I.       Executive
Summary


 


Based on the requirements
and qualifications set forth in the Pooling and Servicing Agreement, as well as the items listed below, the Operating Advisor (in
accordance with the Operating Advisor’s analysis requirements outlined in the Pooling and Servicing Agreement) has undertaken
a limited review of the Special Servicer’s actions under the Pooling and Servicing Agreement with respect to the Stanwix
Whole Loan. Based solely on such limited review and subject to the assumptions, limitations and qualifications set forth herein,
the Operating Advisor believes, in its sole discretion exercised in good faith, that the Special Servicer [is/is not] performing
its duties with respect to the Stanwix Whole Loan in compliance with (1) the Servicing Standard and (2) the Special Servicer’s
obligations under the Pooling and Servicing Agreement. [The Operating Advisor believes, in its sole discretion exercised in good
faith, that the Special Servicer has failed to comply with the Servicing Standard and/or the Special Servicer’s obligations
under the Pooling and Servicing Agreement with respect to the Stanwix Whole Loan as a result of the following material deviations.]


 




		●	[LIST OF ANY MATERIAL DEVIATION ITEMS]




 


In addition, the Operating
Advisor notes the following: [PROVIDE SUMMARY OF ANY ADDITIONAL MATERIAL INFORMATION].


 


[ADD RECOMMENDATION
OF REPLACEMENT OF SPECIAL SERVICER, IF APPLICABLE]


 






    BB-1-1 


     


    

 


II.       List
of Items that Were Considered in Compiling this Report


 


In rendering our assessment
herein, we examined and relied upon the accuracy and completeness of the items listed below:


 


		1.	Any Major Decision Reporting Package with respect to the Stanwix Whole Loan that is delivered or
made available to the Operating Advisor by the Special Servicer pursuant to the Pooling and Servicing Agreement.



 


		2.	Reports with respect to the Stanwix Whole Loan by the Special Servicer made available to Privileged
Persons that are posted on the Certificate Administrator’s Website that are relevant to the Operating Advisor’s obligations
under the Pooling and Servicing Agreement, each Final Asset Status Report, each Asset Status Report (after the occurrence and continuance
of a Stanwix Operating Advisor Consultation Event), and other information delivered to the Operating Advisor by the Special Servicer,
in each case, respect to the Stanwix Whole Loan and delivered to the Operating Advisor pursuant to the terms of the Pooling and
Servicing Agreement.



 


		3.	The Special Servicer’s assessment of compliance report, attestation report by a third party
regarding the Special Servicer’s compliance with its obligations, and non-discretionary portions of net present value calculations,
Appraisal Reduction Amount and Collateral Deficiency Amount calculations, in each case, respect to the Stanwix Whole Loan and delivered
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement.



 


		4.	[LIST OTHER REVIEWED INFORMATION]



 


		5.	[INSERT IF AFTER A STANWIX OPERATING ADVISOR CONSULTATION EVENT:] Consulted with the Special Servicer
as provided under the Pooling and Servicing Agreement on Asset Status Reports with respect to the Stanwix Whole Loan delivered
to the Operating Advisor pursuant to the terms of the Pooling and Servicing Agreement and with respect to Major Decisions with
respect to the Stanwix Whole Loan processed by the Special Servicer.



 


[INSERT IF AFTER A
STANWIX OPERATING ADVISOR CONSULTATION EVENT:] During the prior year, the Operating Advisor consulted with the Special Servicer
regarding its strategy plan for a limited number of issues related to the with respect to the Stanwix Whole Loan. The Operating
Advisor participated in discussions and made strategic observations and recommended alternative courses of action to the extent
it deemed such observations and recommendations appropriate.


 


III. Qualifications
and Disclaimers Related to the Work Product Undertaken and Opinions Related to this Report


 


1.       The
Operating Advisor did not participate in, or have access to, the Special Servicer's and Controlling Class Representative's discussion(s)
regarding any Specially Serviced Loan. The Operating Advisor does not have authority to speak with the Directing Holder with respect
to the with respect to the Stanwix Whole Loan directly pursuant to the


 






    BB-1-2 


     


    

 


Pooling and Servicing Agreement. As such, the Operating
Advisor generally relied upon its interaction with the Special Servicer in gathering the relevant information to generate this
report.


 


2.       The
Special Servicer has the legal authority and responsibility to service the Specially Serviced Loans pursuant to the Pooling and
Servicing Agreement. The Operating Advisor has no responsibility or authority to alter the standards set forth therein.


 


3.       Confidentiality
and other contractual restrictions limit the Operating Advisor's ability to outline herein the details or substance of certain
information it reviewed in connection with its duties under the Pooling and Servicing Agreement. As a result, this report may not
reflect all the relevant information that the Operating Advisor is given access to by the Special Servicer. However, all such information
is considered in preparing this report.


 


4.       There
are many tasks that the Special Servicer undertakes on an ongoing basis related to Specially Serviced Loans. These include, but
are not limited to, assumptions, ownership changes, collateral substitutions, capital reserve changes, etc. The Operating Advisor
does not participate in discussions regarding such actions. As such, the Operating Advisor has not assessed the Special Servicer's
operational compliance with respect to those types of actions.


 


5.       The
Operating Advisor is not empowered to directly communicate with investors pursuant to the Pooling and Servicing Agreement. If investors
have questions regarding this report, they should address such questions to the Certificate Administrator through the Certificate
Administrator’s Website.


 


6.       The
ability to perform the duties of the Operating Advisor and the quality and the depth of any annual report will be dependent upon
the timely receipt of information required to be delivered to the Operating Advisor and the accuracy and the completeness of such
information.


 


Terms used but not
defined herein have the meaning set forth in the Pooling and Servicing Agreement as described herein.


 






    BB-1-3 


     


    

 


	 	PARK
    BRIDGE LENDER SERVICES LLC,
	 	as
    Asset Representations Reviewer
	 	 	 	 
	 	By:	Park Bridge Advisors LLC
	 	 	Its Sole Member
	 	 	 	 
	 	 	By:	Park
    Bridge Financial LLC
	 	 	 	Its
    Sole Member
	 	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 



    BB-1-4 


     


    


 


EXHIBIT CC


 


ADDITIONAL DISCLOSURE NOTIFICATION




 


**SEND VIA FAX TO [ 212-816-5527] AND
VIA EMAIL TO THE E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL ADDRESSES IMMEDIATELY BELOW**


 


Citibank, N.A.,





          as Certificate Administrator 





388 Greenwich Street





New York, New York 10013





Attention: Global Transaction Services – CF 2019-CF2





Email: ratingagencynotice@citi.com


 


CCRE Commercial Mortgage Securities, L.P.,

          as Depositor

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


		Re:	**Additional
                                         Form [10-D][10-K][8-K] Disclosure Required **



 


Ladies and Gentlemen:


 


In accordance with Section [10.06][10.07][10.09]
of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
entered into between CCRE Commercial Mortgage Securities, L.P., as depositor, KeyBank National Association, as master servicer
(in such capacity, the “Master Servicer”) and a special servicer, LNR Partners, LLC, as a special servicer,
Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services
LLC, as asset representations reviewer, Citibank, N.A., as trustee, and Citibank,
N.A., as certificate administrator (in such capacity, the “Certificate Administrator”), paying agent and custodian,
the undersigned, as                          ,
hereby notifies you that certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 




    CC-1 


     


    


 


List of any Attachments hereto to be included
in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to                          ,
phone number:                          ;
email address:                          .


 





	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:



 




    CC-2 


     


    


 


EXHIBIT DD-1


 


FORM OF POWER OF ATTORNEY FOR MASTER
SERVICER


 


RECORDING REQUESTED BY:





KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 





 






SPACE ABOVE THIS LINE FOR RECORDER’S
USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Citibank, N.A., a national banking association, incorporated and existing under the laws of
the United States, having its usual place of business at 388 Greenwich Street, New York, New York 10013, as trustee (the “Trustee”)
pursuant to that Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Agreement”) between CCRE
Commercial Mortgage Securities, L.P., as depositor, KeyBank National Association, as master servicer (in such capacity, the “Master
Servicer”) and a special servicer, LNR Partners, LLC, as a special servicer, Park Bridge Lender Services LLC, as operating
advisor, Park Bridge Lender Services LLC, as asset representations reviewer, Citibank, N.A., as certificate administrator, paying
agent and custodian, and Citibank, N.A., as trustee, relating to the CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2, hereby constitutes and appoints the Master Servicer, by and through the Master Servicer’s
officers, the Trustee’s true and lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s
benefit, in connection with all mortgage loans (the “Mortgage Loans”) serviced by the Master Servicer and all
properties (“Mortgaged Properties”) administered by the Master Servicer pursuant to the Agreement, to execute
and acknowledge in writing or by facsimile stamp all documents customarily and reasonably necessary and appropriate to effectuate
the enumerated transactions described in items 1 through 12 below with respect to the Mortgage Loans and Mortgaged Properties;
provided, however, that the documents described below may only be executed and delivered by such Attorneys-in-Fact
if such documents are required or permitted under the Agreement. Capitalized terms used herein and not otherwise defined herein
have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments made payable to the Trustee
and draw upon, replace, substitute, release or amend letters of credit standing as collateral securing any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording is solely for the
purpose of correcting the Mortgage or deed of trust to conform same to the original intent of the parties thereto or to correct
title errors 



 






    DD-1-1 


     


    

 





	 	 	discovered after such title insurance was issued; provided that said modification or re-recording, in either instance,
(i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms to the provisions
of the Agreement.


 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility company of a government
agency or unit with powers of eminent domain; this section shall include, without limitation, the execution of partial satisfactions/releases,
partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of the properties to the mortgage insurer, or the closing of the title to the property to be acquired as real
estate owned, or conveyance of title to real estate owned.



 


		5.	The completion of loan assumption agreements.



 


		6.	The full satisfaction/release of a Mortgage or deed of trust or full conveyance upon payment and discharge of all sums secured
thereby, including, without limitation, cancellation of the related Mortgage Note.



 


		7.	The assignment of any Mortgage or deed of trust and the related Mortgage Note, in connection with the repurchase of the Mortgage
Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage or deed of trust upon payment and discharge of all sums secured thereby in conjunction with
the refinancing thereof, including, without limitation, the assignment of the related Mortgage Note.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in the Mortgage Notes, Mortgages or deeds of trust,
and in the proceeds thereof, by way of, including but not limited to, foreclosure, the taking of a deed in lieu of foreclosure,
or the completion of judicial or non-judicial foreclosure or the termination, cancellation or rescission of any such foreclosure,
the initiation, prosecution and completion of eviction actions or proceedings with respect to, or the termination, cancellation
or rescission of any such eviction actions or proceedings, and the pursuit of title insurance, hazard insurance and claims in bankruptcy
proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and the
deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 






    DD-1-2 


     


    

 


		e.	the taking of deed in lieu of foreclosure;



 


		f.	the filing, prosecution and defense of claims, and to appear on behalf of the Trustee, in bankruptcy
cases affecting Mortgage Notes, Mortgages or deeds of trust;



 


		g.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;



 


		h.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions; and



 


		i.	the preparation and execution of such other documents and performance of such other actions as may
be necessary under the terms of the Mortgage, deed of trust or state law to expeditiously complete said transactions in paragraphs
9.a. through 9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure, including, without limitation,
the execution of the following documentation:



 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement
of personal property.



 


		12.	The execution and delivery of the following:



 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage, deed of trust or other security document in the related Mortgage File or the related
Mortgaged Property and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments; and



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to
transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents
to 



 






    DD-1-3 


     


    

 


	 	 	any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property or otherwise,
documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged Properties
(including agreements and requests by any borrower with respect to modifications of the standards of operation and management of
such Mortgaged Properties or the replacement of asset managers), documents exercising any or all of the rights, powers and privileges
granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination agreements, non-disturbance
and attornment agreements or other leasing or rental arrangements, any easements, covenants, conditions, restrictions, equitable
servitudes, or land use or zoning requirements with respect to the Mortgaged Properties, instruments relating to the custody of
any collateral that now secures or hereafter may secure any Mortgage Loan and any other consents.



 


The undersigned gives said Attorney-in-Fact
full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to
carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned might or could
do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth below.


 


This appointment is to be construed and
interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not intended to,
nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that the Master Servicer
has the power to delegate its rights or obligations under the Agreement, the Master Servicer also has the power to delegate the
authority given to it by Citibank, N.A., as Trustee, under this Limited Power of Attorney, for purposes of performing its obligations
and duties by executing such additional powers of attorney in favor of its attorneys-in-fact as are necessary for such purpose.
The Master Servicer's attorneys-in-fact shall have no greater authority than that held by the Master Servicer.


 


Nothing contained herein shall: (i) limit
in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights and protections
afforded the Trustee under the Agreement, or (iii) be construed to grant the Master Servicer the power to initiate or defend any
suit, litigation or proceeding in the name of Citibank, N.A. except as specifically provided for herein. If the Master Servicer
receives any notice of suit, litigation or proceeding in the name of Citibank, N.A., then the Master Servicer shall promptly forward
a copy of same to the Trustee.


 


This limited power of attorney is not intended
to extend the powers granted to the Master Servicer under the Agreement or to allow the Master Servicer to take any action with
respect to Mortgages, deeds of trust or Mortgage Notes not authorized by the Agreement.


 






    DD-1-4 


     


    

 


The Master Servicer hereby agrees to indemnify
and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred
by reason or result of the negligent use, or negligent or willful misuse, of this Limited Power of Attorney by the Master Servicer.
The foregoing indemnity shall survive the termination of this Limited Power of Attorney and the Agreement or the earlier resignation
or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney is entered
into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such state.


 


Third parties without actual notice may
rely upon the exercise of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power
of Attorney shall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in
writing by the undersigned.


 


IN WITNESS WHEREOF, Citibank, N.A., as
Trustee for the benefit of the registered Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates,
Series 2019-CF2 has caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name
and behalf by a duly elected and authorized signatory this ___________ day of ____________.


 


 





	 	Citibank, N.A.,





as Trustee for the benefit of the registered Holders of CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:



 


Witness:


____________________


 




    DD-1-5 


     


    


 


State of _________}





County of ____}





On
________________________, before me, _________________________________Notary Public, personally appeared
___________________________, who proved to me on the basis of satisfactory evidence to be the person whose name is subscribed
to the within instrument and acknowledged to me that he/she executed the same in his/her authorized capacity and that by
his/her signature on the instrument the person, or the entity upon behalf of which the person acted, executed the
instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of _________ that the foregoing paragraph is true and correct.


Witness my hand and official seal.


 





 









Notary signature


 




    DD-1-6 


     


    


 


EXHIBIT DD-2


 


FORM OF POWER OF ATTORNEY FOR SPECIAL
SERVICER


 


RECORDING REQUESTED BY:


 


LNR Partners, LLC





1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: David Serna





Email: lnr.cmbs.notices@lnrproperty.com



 





 






SPACE ABOVE THIS LINE FOR
RECORDER’S USE


 


LIMITED POWER OF ATTORNEY


 


KNOW ALL MEN BY THESE PRESENTS, that Citibank,
N.A., a national banking association, incorporated and existing under the laws of the United States, having its usual place of
business at 388 Greenwich Street, New York, New York 10013, as Trustee (the “Trustee”) pursuant to that Pooling
and Servicing Agreement dated as of October 1, 2019 (the “Agreement”) by and among CCRE Commercial Mortgage
Securities, L.P., as the Depositor, KeyBank National Association, as master servicer, LNR Partners, LLC, as a special servicer
(the “Special Servicer”), KeyBank National Association, solely with respect to The Stanwix Whole Loan, as a
special servicer, Park Bridge Lender Services LLC, as operating advisor, Park Bridge Lender Services LLC, as asset representations
reviewer, Citibank, N.A., as certificate administrator, paying agent and custodian, and Citibank, N.A., as trustee, relating to
the CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, hereby constitutes and appoints
the Special Servicer, by and through the Special Servicer’s officers and authorized employees, the Trustee’s true and
lawful Attorney-in-Fact, in the Trustee’s name, place and stead and for the Trustee’s benefit, in connection with all
mortgage loans (the “Mortgage Loans”) serviced by the Special Servicer and all properties (“REO Properties”)
administered by the Special Servicer pursuant to the Agreement, to execute and acknowledge in writing or by facsimile stamp all
documents customarily and reasonably necessary and appropriate to effectuate the enumerated transactions described in items (1)
through (13) below with respect to the Mortgage Loans and REO Properties; provided however, that the documents described below
may only be executed and delivered by such Attorneys-in-Fact if such documents are required or permitted under the terms of the
Agreement. Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Agreement.


 


		1.	The endorsement on behalf of the Trustee of all checks, drafts and/or other negotiable instruments
made payable to the Trustee and to draw upon, replace, substitute, release or amend letters of credit standing as collateral securing
any Mortgage Loan.



 


		2.	The modification or re-recording of a Mortgage or deed of trust, where said modification or re-recording
is solely for the purpose of correcting such Mortgage or deed of trust to 



 






    DD-2-1 


     


    

 


	 	 	conform same to the original intent of the parties thereto
or to correct title errors discovered after such title insurance was issued; provided that said modification or re-recording, in
either instance, (i) does not adversely affect the lien of the Mortgage or deed of trust as insured and (ii) otherwise conforms
to the provisions of the Agreement.



 


		3.	The subordination of the lien of a Mortgage or deed of trust to an easement in favor of a public utility
company or a government agency or unit with powers of eminent domain; this section shall include, without limitation, the execution
of partial satisfactions/releases, partial reconveyances or the execution or requests to trustees to accomplish same.



 


		4.	The conveyance of any property to the mortgage insurer, or the closing of title to any mortgaged property
(a “Mortgaged Property”) to be acquired as REO Property, or conveyance of title to any REO Property.



 


		5.	The completion of loan assumption agreements and transfers of interest in borrower entities.



 


		6.	The full satisfaction/release of a Mortgage or full conveyance upon payment and discharge of all sums
secured thereby, including, without limitation, cancellation of the related promissory note.



 


		7.	The assignment of any Mortgage and the related promissory note and other loan documents, in connection
with the purchase or repurchase of the Mortgage Loan secured and evidenced thereby.



 


		8.	The full assignment of a Mortgage upon payment and discharge of all sums secured thereby in conjunction
with the refinancing thereof, including, without limitation, the assignment of the related promissory note and other loan documents.



 


		9.	The full enforcement of and preservation of the Trustee’s interests in any Mortgage or the related
promissory note, and in the proceeds thereof, by way of, including but not limited to, taking title to any Mortgaged Property on
behalf of the Trust, foreclosure, the taking of a deed-in-lieu of foreclosure, or the completion of judicial or non-judicial foreclosure
and/or any related litigation, including without limitation, guaranty or receivership litigation, or litigation on the note, or
the termination, cancellation or rescission of any such foreclosure, the initiation, prosecution and completion of eviction actions
or proceedings with respect to, or the termination, cancellation or rescission of any such eviction actions or proceedings, the
initiation or defense of any litigation related to the ownership of any REO Property, and the pursuit of title insurance, hazard
insurance and claims in bankruptcy proceedings, including, without limitation, any and all of the following acts:



 


		a.	the substitution of trustee(s) serving under a deed of trust, in accordance with state law and such
deed of trust;



 


		b.	the preparation and issuance of statements of breach or non-performance;



 






    DD-2-2 


     


    

 


		c.	the preparation and filing of notices of default and/or notices of sale;



 


		d.	the cancellation/rescission of notices of default and/or notices of sale;



 


		e.	the filing, prosecution and defense of claims, and the appearance on behalf of the Trustee, in bankruptcy
cases affecting any Mortgage or the related promissory note;



 


		f.	the preparation and service of notices to quit and all other documents necessary to initiate, prosecute
and complete eviction actions or proceedings;




 


		g.	the tendering, filing, prosecution and defense, as applicable, of hazard insurance and title insurance
claims, including but not limited to appearing on behalf of the Trustee in quiet title actions;



 


		h.	the creation of a wholly-owned entity of the Trust for purposes of holding foreclosed property; and




 


		i.	the preparation and execution of such other documents and the performance of such other actions as
may be necessary under the terms of the Mortgage or state law to expeditiously complete said transactions in paragraphs 9.a. through
9.h. above.



 


		10.	With respect to the sale of property acquired through a foreclosure or deed-in lieu of foreclosure,
including, without limitation, the execution of the following documentation:




 


		a.	listing agreements;



 


		b.	purchase and sale agreements;



 


		c.	grant/warranty/quit claim deeds or any other deed causing the transfer of title of the property to a party contracted to purchase same;



 


		d.	escrow instructions; and



 


		e.	any and all documents necessary to effect the transfer of property.



 


		11.	The modification or amendment of escrow agreements established for repairs to the Mortgaged Property
or reserves for replacement of personal property.



 


		12.	Execute and/or file such documents and take such other action as is proper and necessary to defend
the Trustee, solely in its capacity as Trustee, in litigation and to resolve such litigation, provided that such resolution shall
not include any admission of fault or wrongdoing by the Trustee or, without the Trustee’s consent, subject the Trustee to
any form of injunctive relief.



 


		13.	The execution and delivery of the following:



 






    DD-2-3 


     


    

 


		a.	any and all financing statements, continuation statements and other documents or instruments necessary
to maintain the lien created by the Mortgage or other security document in the related Mortgage File or the related Mortgaged Property
and other related collateral;



 


		b.	any and all instruments of satisfaction or cancellation, or of partial or full release or discharge,
or of partial or full defeasance, and all other comparable instruments;



 


		c.	any and all assumptions, modifications, waivers, substitutions, extensions, amendments, consents to
transfers of interests in borrowers, consents to any subordinate financings to be secured by any related Mortgaged Property, consents
to any mezzanine financing to be secured by the ownership interests in a borrower, consents to and monitoring of the application
of any proceeds of insurance policies or condemnation awards to the restoration of the related Mortgaged Property, REO Property
or otherwise, documents relating to the management, operation, maintenance, repair, leasing and marketing of the related Mortgaged
Properties (including agreements and requests by any borrower with respect to modifications of the standards of operation and management
of such Mortgaged Properties or the replacement of asset managers) or REO Properties, documents exercising any or all of the rights,
powers and privileges granted or provided to the holder of any Mortgage Loan under the related loan documents, lease subordination
agreements, non-disturbance and attornment agreements or other leasing or rental arrangements, management agreements, any easements,
covenants, conditions, restrictions, equitable servitudes, or land use or zoning requirements with respect to the Mortgaged Properties
or REO Properties, instruments relating to the custody of any collateral that now secures or hereafter may secure any Mortgage
Loan and any other consents; and



 


		d.	any and all documents, instruments and certifications as are reasonably necessary to complete or accomplish
the Special Servicer’s duties and responsibilities under the Agreement.



 


The undersigned gives said
Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary
and proper to carry into effect the power or powers granted by or under this Limited Power of Attorney as fully as the undersigned
might or could do, and hereby does ratify and confirm to all that said Attorney-in-Fact shall be effective as of the date set forth
below.


 


This appointment is to be
construed and interpreted as a limited power of attorney. The enumeration of specific items, rights, acts or powers herein is not
intended to, nor does it give rise to, and it is not to be construed as a general power of attorney.


 


Solely to the extent that
the Special Servicer has the power to delegate its rights or obligations under the Agreement, the Special Servicer also has the
power to delegate the authority given to it by Citibank, N.A., as Trustee, under this Limited Power of Attorney, for purposes of
performing its obligations and duties by executing such additional powers of


 






    DD-2-4 


     


    

 


attorney in favor of its attorneys-in-fact as are
necessary for such purpose. The Special Servicer's attorneys-in-fact shall have no greater authority than that held by the Special
Servicer.


 


Nothing contained herein
shall: (i) limit in any manner any indemnification provided to the Trustee under the Agreement, (ii) limit in any manner the rights
and protections afforded the Trustee under the Agreement, or (iii) be construed to grant the Special Servicer the power to initiate
or defend any suit, litigation or proceeding in the name of Citibank, N.A. except as specifically provided for herein or in the
Agreement. If the Special Servicer receives any notice of suit, litigation or proceeding in the name of Citibank, N.A. (solely
in its capacity as Trustee), then the Special Servicer shall promptly forward a copy of same to the Trustee.


 


This limited power of attorney
is not intended to extend or limit the powers granted to the Special Servicer under the Agreement or to allow the Special Servicer
to take any action with respect to Mortgages, deeds of trust or the related promissory notes not authorized by the Agreement.


 


The Special Servicer hereby
agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or
nature whatsoever incurred by the Trustee by reason or result of the negligent use, or negligent or willful misuse, of this Limited
Power of Attorney by the Special Servicer. The foregoing indemnity shall survive the termination of this Limited Power of Attorney
and the Agreement or the earlier resignation or removal of the Trustee under the Agreement.


 


This Limited Power of Attorney
is entered into and shall be governed by the laws of the State of New York, without regard to conflicts of law principles of such
state.


 


IN WITNESS WHEREOF, Citibank,
N.A., as Trustee for CF 2019-CF2 Commercial Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2, has
caused its corporate seal to be hereto affixed and these presents to be signed and acknowledged in its name and behalf by a duly
elected and authorized signatory this ___________ day of ____________.


 





	 	Citibank, N.A.,





as Trustee for CF 2019-CF2 Commercial
Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



	 	 	 
	 	By:	 	 
	 	 	Name:
	 	 	Title:


  


	Address: 	Citibank,
                                         N.A.
	 	388
                                         Greenwich Street
	 	New
                                         York, New York 10013



 






    DD-2-5 


     


    

 


Witness:


____________________


 




    DD-2-6 


     


    


 


State of ___________}





County of }





On ________________________,
before me, _________________________________Notary Public, personally appeared ___________________________, who proved to me on
the basis of satisfactory evidence to be the person whose name is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity and that by his/her signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


I certify under PENALTY OF PERJURY under
the laws of the State of _________ that the foregoing paragraph is true and correct.


 


Witness my hand and official seal.


 





 






Notary signature


 




    DD-2-7 


     


    

 


EXHIBIT EE-1


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION
ULINE ARENA


 


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

          as Master Servicer and Special Servicer

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head





Facsimile: (888) 706-3565


 


with a copy to:



Stinson LLP





1201 Walnut Street





Suite 2900





Kansas City, Missouri 64106-2150





Fax Number: (816) 412-9338





Attention: Kenda K. Tomes





Email: kenda.tomes@stinson.com

 


Wells Fargo Bank, National Association





    as Trustee and Certificate Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – CD 2019-CD8


 


with copies to:


 


cts.cmbs.bond.admin@wellsfargo.com;
and

trustadministrationgroup@wellfargo.com.


 


The trust fund formed
in connection with the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
(the “Trust Fund”) is the Noteholder of Note A-2, Note A-3, Note A-4 and Note A-5, as such terms are defined
under the Agreement between Noteholders, dated as of July 29, 2019, between Cantor Commercial Real Estate Lending, L.P., as initial
owner of Note A-1, Note A-2, Note A-3, Note A-4 and Note A-5, and Natixis Real Estate Capital LLC, as initial owner of Note A-6
and Note A-7 (the “Uline Arena Co-Lender Agreement”). In connection with the deposit of Note A-2, Note A-3,
Note A-4 and Note A-5 of the Uline Arena Whole Loan into the Trust Fund, attached is an executed copy of the related pooling and
servicing agreement (the “Pooling and Servicing Agreement”). This Notice is being delivered to you pursuant
to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the respective meanings
ascribed


 






    EE-1-1 


     


    

 


to such terms in the Pooling and Servicing Agreement or, if not defined therein, in the Uline Arena Co-Lender Agreement.
Contact information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor,
the Asset Representations Reviewer, the Directing Certificateholder and the Rating Agencies are as set forth on Schedule I attached
here.


 


The Uline Arena Whole
Loan is being serviced pursuant to the terms of a pooling and servicing agreement dated as of August 1, 2019, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and
custodian, Wells Fargo Bank, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset
representations reviewer (the “Non-Serviced PSA”). Citibank, N.A., as certificate administrator for the registered
holders of the Trust Fund, hereby directs the applicable parties to the Non-Serviced PSA as follows:


 


(i)       Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer under the Non-Serviced PSA, shall remit no later
than one (1) Business Day after the Determination Date all amounts payable in accordance with the Uline Arena Co-Lender Agreement
and the Non-Serviced PSA due to the Noteholder of Note A-2, Note A-3, Note A-4 and Note A-5 of the Uline Arena Whole Loan on such
days as specified in the Non-Serviced PSA to KeyBank National Association, as master servicer of the Trust Fund, to the collection
account set forth on Schedule II attached hereto in accordance with the terms of the Non-Serviced PSA; and


 


(ii)       Midland
Loan Services, a Division of PNC Bank, National Association and Wells Fargo Bank, National Association, as applicable, shall forward,
deliver or otherwise make available, as the case may be, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to the holder of Note A-2, Note A-3, Note A-4 and Note A-5 of the
Uline Arena Whole Loan in accordance with the Uline Arena Co-Lender Agreement and the Non-Serviced PSA to KeyBank National Association,
as master servicer of the Trust Fund, no later than one (1) Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting and that the Mortgaged Property related to the Uline Arena Mortgage
Loan is not a Significant Obligor related to the Trust Fund. This notification serves as notice of request for delivery of all
Exchange Act reporting items deliverable to us pursuant to the terms of the Non-Serviced PSA.


 


Thank you for your attention
to this matter.


 





	 	 	Citibank, N.A., as Certificate Administrator
for the Holders of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



 






    EE-1-2 


     


    

 





	 	By:	 
	 	 	[Name]
	 	 	[Title]



  




    EE-1-3 


     


    


 


SCHEDULE I


 


TO FORM OF NON-SERVICED
MORTGAGE LOAN NOTIFICATION


 


CCRE Commercial Mortgage
Securities, L.P.

     as Depositor

110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


KeyBank National Association





     as Master Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli





900 West 48th Place, Suite 900





Kansas City, Missouri 64112





Attention: Kraig Kohring





Email: kkohring@polsinelli.com


 


KeyBank National Association





     as a Special Servicer

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli





900 West 48th Place, Suite 900





Kansas City, Missouri 64112





Attention: Kraig Kohring





Email: kkohring@polsinelli.com


 


LNR Partners, LLC





     as a Special Servicer





1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw


 






    EE-1-4 


     


    



with a copy to:





hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com


 


Citibank, N.A.,





     as Trustee and Certificate Administrator





388 Greenwich Street





New York, New York 10013





Attention: Global Transaction Services – CF 2019-CF2





Email: ratingagencynotice@citi.com


 


Park Bridge Lender Services LLC





     as Operating Advisor and Asset Representations
Reviewer

600 Third Avenue, 40th Floor





New York, New York 10016

Attention: CF 2019-CF2 Surveillance Manager





(with a copy sent contemporaneously via email
to





cmbs.notices@parkbridgefinancial.com)


 


LNR Securities Holdings, LLC





     as initial Controlling Class Representative





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139





Attention: Heather Bennett and Job Warshaw


 


with a copy to:





Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com with a copy to:


 


Starwood Property Trust, Inc.





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139





Attention: Vincent P. Kallaher, Senior Vice
President





Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.





1601 Washington Avenue, Suite 800





Miami Beach, Florida 33139





Attention: Heather Bennett





Email: hbennett@starwood.com


 


with a copy by email to:





Lnr.cmbs.notices@lnrproperty.com];


 






    EE-1-5 


     


    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 




    EE-1-6 


     


    


 


SCHEDULE II TO FORM OF 


 


NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


	 	Account:	          Collection
                                         Account
	 	 	 
	 	Account
                                         #:	359954166443
	 	 	 
		Title:	KeyBank
                                         National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for
                                         the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 Collection
                                         Account
	 	 	 
	 	Location:	KeyBank National Association



 




    EE-1-7 


     


    


 


EXHIBIT EE-2


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


GRAND CANAL SHOPPES


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


Email: NoticeAdmin@midlandls.com


 


with a copy to:



Stinson LLP


1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150


Fax Number: (816) 412-9338


Attention: Kenda K. Tomes


Email: kenda.tomes@stinson.com


 


LNR Partners, LLC


1601 Washington Avenue, Suite 700


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


Facsimile number: (305) 695-5601


With a copy by email to: hbennett@starwood.com,


jwarshaw@lnrpartners.com and lnr.cmbs.notices@lnrproperty.com


 


Wells Fargo Bank, National Association


   as Trustee and Certificate
Administrator

9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – MSC 2019-H7


With a copy by email to: trustadministrationgroup@wellsfargo.com
and


cts.cmbs.bond.admin@wellsfargo.com


 


The trust fund formed
in connection with the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
(the “Trust Fund”) is the Note A-3-4 Holder as such term is defined under the Agreement between Noteholders,
dated as of July 3, 2019, between Morgan Stanley Bank, N.A., Wells Fargo Bank, National Association, JPMorgan Chase Bank, National
Association, Goldman Sachs Bank USA


 



    EE-2-1


     

    

 


and CPPIB Credit Investments II INC (the “Grand Canal Shoppes Co-Lender Agreement”).
In connection with the deposit of Note A-3-4 of the Grand Canal Shoppes Whole Loan into the Trust Fund, attached is an executed
copy of the related pooling and servicing agreement (the “Pooling and Servicing Agreement”). This Notice is
being delivered to you pursuant to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used but not defined
herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement or, if not defined therein, in
the Uline Arena Co-Lender Agreement. Contact information for the Certificate Administrator, the Trustee, the Master Servicer, the
Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder and the Rating Agencies
are as set forth on Schedule I attached here.


 


The Grand Canal Shoppes
Whole Loan is being serviced pursuant to the terms of a pooling and servicing agreement dated as of July 1, 2019, between Morgan
Stanley Capital I Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
LNR Partners, LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and as certificate administrator, and
Pentalpha Surveillance LLC, as operating advisor and as asset representations reviewer (the “Non-Serviced PSA”).
Citibank, N.A., as certificate administrator for the registered holders of the Trust Fund, hereby directs the applicable parties
to the Non-Serviced PSA as follows:


 


(i)       Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer under the Non-Serviced PSA, shall remit no later
than one (1) Business Day after the Determination Date all amounts payable in accordance with the Grand Canal Shoppes Co-Lender
Agreement and the Non-Serviced PSA due to the Note A-3-4 Holder of the Grand Canal Shoppes Whole Loan on such days as specified
in the Non-Serviced PSA to KeyBank National Association, as master servicer of the Trust Fund, to the collection account set forth
on Schedule II attached hereto in accordance with the terms of the Non-Serviced PSA; and


 


(ii)       Midland
Loan Services, a Division of PNC Bank, National Association and Wells Fargo Bank, National Association, as applicable, shall forward,
deliver or otherwise make available, as the case may be, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to the holder of Note A-3-4 of the Grand Canal Shoppes Whole Loan
in accordance with the Grand Canal Shoppes Co-Lender Agreement and the Non-Serviced PSA to KeyBank National Association, as master
servicer of the Trust Fund, no later than one (1) Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting and that the Mortgaged Property related to the Grand Canal Shoppes
Mortgage Loan is not a Significant Obligor related to the Trust Fund. This notification serves as notice of request for delivery
of all Exchange Act reporting items deliverable to us pursuant to the terms of the Non-Serviced PSA.


 


Thank you for your attention
to this matter.


 


	 	Citibank, N.A., as Certificate Administrator for the 

Holders of the CF 2019-CF2 Mortgage Trust 



 



    EE-2-2


     

    

 


	 	Commercial Mortgage Pass-Through
    Certificates, 

Series 2019-CF2
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]




 



    EE-2-3


     

    

 





SCHEDULE I


 


TO FORM OF NON-SERVICED
MORTGAGE LOAN NOTIFICATION


 


CCRE Commercial Mortgage
Securities, L.P.


as Depositor


110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


KeyBank National Association


as Master Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli 


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


KeyBank National Association


as a Special Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring 


Email: kkohring@polsinelli.com


 


LNR Partners, LLC


as a Special Servicer


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw


 



    EE-2-4


     

    

 


with a copy to:


hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com


 


Citibank, N.A.,


as Trustee and Certificate Administrator


388 Greenwich Street 


New York, New York 10013


Attention: Global Transaction Services – CF 2019-CF2


Email: ratingagencynotice@citi.com


 


Park Bridge Lender Services LLC


as Operating Advisor and Asset Representations
Reviewer


600 Third Avenue, 40th Floor


New York, New York 10016

Attention: CF 2019-CF2 Surveillance Manager


(with a copy sent contemporaneously via email
to


cmbs.notices@parkbridgefinancial.com)


 


LNR Securities Holdings, LLC


as initial Controlling Class Representative


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with a copy to:


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139 


Attention: Vincent P. Kallaher, Senior Vice
President


Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett


Email: hbennett@starwood.com


 


with a copy by email to:


Lnr.cmbs.notices@lnrproperty.com];


 



    EE-2-5


     

    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 



    EE-2-6


     

    

 





SCHEDULE II TO FORM OF 


 


NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


		Account:	Collection Account



 


		Account #:	359954166443



 


		Title:	KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for
the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2 Collection Account



 


		Location:	KeyBank National Association



 



    EE-2-7


     

    

 





EXHIBIT EE-3


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


WOODLANDS MALL


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


Email: NoticeAdmin@midlandls.com


 


with a copy to:



Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 


Pacific Life Insurance Company

700 Newport Center Drive

Newport Beach, CA 92660-6397

Attention: Chris Dallas, Vice President, Investment Counsel

Email: chris.dallas@pacificlife.com


 


Citibank, N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust - Benchmark 2019-B12

Fax number: (212) 816-5527 


ratingagencynotice@citi.com


 


Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware 19890


Fax number: (302) 636 4140


Email: cmbstrustee@wilmingtontrust.com


 


The trust fund formed
in connection with the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
(the “Trust Fund”) is the Note A-1-2 Holder as such term is defined under the Agreement between Noteholders,
dated as of August 8, 2019, between Deutsche Bank AG, New York Branch, N.A. (“DB”), as initial owner of Note A-1-1,
Deutsche Bank AG, New York Branch, N.A., as initial owner of Note A-1-2, Deutsche Bank AG, New York Branch, N.A., as initial owner
of Note A-2,


 



    EE-3-1


     

    

 


Deutsche Bank AG, New York Branch, N.A., as initial owner of Note A-3, Deutsche Bank AG, New York Branch, N.A., as
initial owner of Note A-4, Deutsche Bank AG, New York Branch, N.A., as initial owner of Note A-5, Deutsche Bank AG, New York Branch,
N.A., as initial owner of Note A-6, and Deutsche Bank AG, New York Branch, N.A., as initial owner of Note A-7 (the “Woodlands
Mall Co-Lender Agreement”). In connection with the deposit of Note A-1-2 of the Woodlands Mall Whole Loan into the Trust
Fund, attached is an executed copy of the related pooling and servicing agreement (the “Pooling and Servicing Agreement”).
This Notice is being delivered to you pursuant to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement or, if not defined
therein, in the Woodlands Mall Co-Lender Agreement. Contact information for the Certificate Administrator, the Trustee, the Master
Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder and
the Rating Agencies are as set forth on Schedule I attached here.


 


The Woodlands Mall Whole
Loan is being serviced pursuant to the terms of a pooling and servicing agreement dated as of August 1, 2019, between Citigroup
Commercial Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master
servicer, Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Pacific Life Insurance Company,
solely with respect to the Woodlands Mall loan combination, as a special servicer, Trimont Real Estate Advisors, LLC, solely with
respect to The Centre loan combination, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee (the “Non-Serviced
PSA”). Citibank, N.A., as certificate administrator for the registered holders of the Trust Fund, hereby directs the
applicable parties to the Non-Serviced PSA as follows:


 


(i)       Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer under the Non-Serviced PSA, shall remit no later
than one (1) Business Day after the Determination Date all amounts payable in accordance with the Woodlands Mall Co-Lender Agreement
and the Non-Serviced PSA due to the Note A-1-2 Holder of the Woodlands Mall Whole Loan on such days as specified in the Non-Serviced
PSA to KeyBank National Association, as master servicer of the Trust Fund, to the collection account set forth on Schedule II attached
hereto in accordance with the terms of the Non-Serviced PSA; and


 


(ii)       Midland
Loan Services, a Division of PNC Bank, National Association and Citibank, N.A., as applicable, shall forward, deliver or otherwise
make available, as the case may be, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the holder of Note A-1-2 of the Woodlands Mall Whole Loan in accordance with the Woodlands
Mall Co-Lender Agreement and the Non-Serviced PSA to KeyBank National Association, as master servicer of the Trust Fund, no later
than one (1) Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting and that the Mortgaged Property related to the Woodlands Mall
Mortgage Loan is not a Significant Obligor related to the Trust Fund. This notification serves as notice of request for delivery
of all Exchange Act reporting items deliverable to us pursuant to the terms of the Non-Serviced PSA.


 



    EE-3-2


     

    

 


Thank you for your attention
to this matter.


 


	 	Citibank, N.A., as Certificate Administrator for the 

Holders of the CF 2019-CF2 Mortgage Trust 

Commercial Mortgage Pass-Through Certificates, 

Series 2019-CF2
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]




 



    EE-3-3


     

    

 





SCHEDULE I


 


TO FORM OF NON-SERVICED
MORTGAGE LOAN NOTIFICATION


 


CCRE Commercial Mortgage
Securities, L.P.


as Depositor


110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


KeyBank National Association


as Master Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


KeyBank National Association


as a Special Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


LNR Partners, LLC


as a Special Servicer


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw


 



    EE-3-4


     

    

 


with a copy to:


hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com


 


Citibank, N.A.,


as Trustee and Certificate Administrator


388 Greenwich Street


New York, New York 10013


Attention: Global Transaction Services – CF 2019-CF2


Email: ratingagencynotice@citi.com


 


Park Bridge Lender Services LLC


as Operating Advisor and Asset Representations
Reviewer


600 Third Avenue, 40th Floor


New York, New York 10016

Attention: CF 2019-CF2 Surveillance Manager


(with a copy sent contemporaneously via email
to


cmbs.notices@parkbridgefinancial.com)


 


LNR Securities Holdings, LLC 


as initial Controlling Class Representative


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with a copy to:


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Vincent P. Kallaher, Senior Vice
President


Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett


Email: hbennett@starwood.com


 


with a copy by email to:


Lnr.cmbs.notices@lnrproperty.com];


 



    EE-3-5


     

    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395




 



    EE-3-6


     

    

 


SCHEDULE II TO FORM OF 


 


NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


		Account:	Collection Account



 


		Account #:	359954166443



 


		Title:	KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for
the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2 Collection Account



 


		Location:	KeyBank National Association



 



    EE-3-7


     

    

 





EXHIBIT EE-4


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


Beverly Hills BMW


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


Email: NoticeAdmin@midlandls.com


 


[CWCapital Asset Management LLC]


[ADDRESS]

[Other Securitization]


 


Wells Fargo Bank, National Association


as Trustee and Certificate Administrator


9062 Old Annapolis Road


Columbia, Maryland 21045-1951


Attention: Corporate Trust Services (CMBS)
– Benchmark 2019-B13


With a copy by email to: trustadministrationgroup@wellsfargo.com
and


cts.cmbs.bond.admin@wellsfargo.com


 


The trust fund formed
in connection with the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
(the “Trust Fund”) is the Note A-2 Holder, as such term is defined under the Agreement between Noteholders,
dated as of September 17, 2019, between Deutsche Bank AG, New York Branch, as initial Note A-1 Holder, Deutsche Bank AG, New York
Branch, as initial Note A-2 Holder, and Deutsche Bank AG, New York Branch, as initial Note A-3 (the “Beverly Hills BMW
Co-Lender Agreement”). In connection with the deposit of the Note A-2 of the Beverly Hills BMW Whole Loan into the Trust
Fund, attached is an executed copy of the related pooling and servicing agreement (the “Pooling and Servicing Agreement”).
This Notice is being delivered to you pursuant to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement or, if not defined
therein, in the Beverly Hills BMW Co-Lender Agreement. Contact information for the Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder
and the Rating Agencies are as set forth on Schedule I attached here.


 


The Beverly Hills BMW
Whole Loan is being serviced pursuant to the terms of a pooling and servicing agreement dated October 1, 2019, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer, CWCapital Asset Management LLC, as special servicer, Wells Fargo Bank, National Association, as trustee and
certificate administrator, and Park Bridge Lender


 



    EE-4-1


     

    

 


Services LLC, as operating advisor and asset representations reviewer (the “Non-Serviced
PSA”). Citibank, N.A., as certificate administrator for the registered holders of the Trust Fund, hereby directs the
applicable parties to the Non-Serviced PSA as follows:


 


(i)       Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer under the Non-Serviced PSA, shall remit no later
than one (1) Business Day after the Determination Date all amounts payable in accordance with the Beverly Hills BMW Co-Lender Agreement
and the Non-Serviced PSA due to the Note A-2 Holder of the Beverly Hills BMW Whole Loan on such days as specified in the Non-Serviced
PSA to KeyBank National Association, as master servicer of the Trust Fund, to the collection account set forth on Schedule II attached
hereto in accordance with the terms of the Non-Serviced PSA; and


 


(ii)       Midland
Loan Services, a Division of PNC Bank, National Association and Wells Fargo Bank, National Association, as applicable, shall forward,
deliver or otherwise make available, as the case may be, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to the holder of Note A-2 of the Beverly Hills BMW Whole Loan in
accordance with the Beverly Hills BMW Co-Lender Agreement and the Non-Serviced PSA to KeyBank National Association, as master servicer
of the Trust Fund, no later than one (1) Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting and that the Mortgaged Property related to the Beverly Hills BMW
Mortgage Loan is not a Significant Obligor related to the Trust Fund. This notification serves as notice of request for delivery
of all Exchange Act reporting items deliverable to us pursuant to the terms of the Non-Serviced PSA.


 


Thank you for your attention
to this matter.


 


	 	Citibank, N.A., as Certificate Administrator
for the 

Holders of the CF 2019-CF2 Mortgage Trust 

Commercial Mortgage Pass-Through Certificates, 

Series 2019-CF2
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]




 



    EE-4-2


     

    

 





SCHEDULE I


 


TO FORM OF NON-SERVICED
MORTGAGE LOAN NOTIFICATION


 


CCRE Commercial Mortgage
Securities, L.P.


as Depositor


110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


KeyBank National Association


as Master Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


KeyBank National Association


as a Special Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


LNR Partners, LLC


as a Special Servicer


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw


 



    EE-4-3


     

    

 


with a copy to:


hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com


 


Citibank, N.A.,


as Trustee and Certificate Administrator


388 Greenwich Street


New York, New York 10013


Attention: Global Transaction Services – CF 2019-CF2


Email: ratingagencynotice@citi.com


 


Park Bridge Lender Services LLC


as Operating Advisor and Asset Representations
Reviewer


600 Third Avenue, 40th Floor


New York, New York 10016

Attention: CF 2019-CF2 Surveillance Manager


(with a copy sent contemporaneously via email
to 


cmbs.notices@parkbridgefinancial.com)


 


LNR Securities Holdings, LLC


as initial Controlling Class Representative


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with a copy to:


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Vincent P. Kallaher, Senior Vice
President


Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett


Email: hbennett@starwood.com


 


with a copy by email to:


Lnr.cmbs.notices@lnrproperty.com];


 



    EE-4-4


     

    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 



    EE-4-5


     

    

 





SCHEDULE II TO FORM OF 


 


NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


		Account:	Collection Account



 


		Account #:	359954166443



 


		Title:	KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for
the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2 Collection Account



 


		Location:	KeyBank National Association



 



    EE-4-6


     

    

 





EXHIBIT EE-5


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


Liberty MA Portfolio


 


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


as Master Servicer and Special Servicer


10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


 


with a copy to:



Stinson LLP


1201 Walnut Street


Suite 2900


Kansas City, Missouri 64106-2150


Fax Number: (816) 412-9338


Attention: Kenda K. Tomes


Email: kenda.tomes@stinson.com


 


Wells Fargo Bank, National Association


as Trustee and Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045-1951

Attention: Corporate Trust Services (CMBS) – CD 2019-CD8


 


with copies to:


 


cts.cmbs.bond.admin@wellsfargo.com;
and

trustadministrationgroup@wellfargo.com.


 


The trust fund formed
in connection with the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
(the “Trust Fund”) is the Noteholder of Note A-2 and Note A-3, as such terms are defined under the Agreement
between Noteholders, dated as of August 22, 2019, between Cantor Commercial Real Estate Lending, L.P., as initial owner of Note
A-1, and Cantor Commercial Real Estate Lending, L.P., as initial owner of Note A-2 (the “Liberty MA Portfolio Co-Lender
Agreement”). In connection with the deposit of Note A-2 and Note A-3 of the Liberty MA Portfolio Whole Loan into the
Trust Fund, attached is an executed copy of the related pooling and servicing agreement (the “Pooling and Servicing Agreement”).
This Notice is being delivered to you pursuant to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement or, if not defined
therein, in the Liberty MA Portfolio Co-Lender Agreement. Contact information for the


 



    EE-5-1


     

    

 


Certificate Administrator, the Trustee, the
Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing Certificateholder
and the Rating Agencies are as set forth on Schedule I attached here.


 


The Liberty MA Portfolio
Whole Loan is being serviced pursuant to the terms of a pooling and servicing agreement dated as of August 1, 2019, between Deutsche
Mortgage & Asset Receiving Corporation, as depositor, Midland Loan Services, a Division of PNC Bank, National Association,
as master servicer and special servicer, Wells Fargo Bank, National Association, as certificate administrator, paying agent and
custodian, Wells Fargo Bank, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and asset
representations reviewer (the “Non-Serviced PSA”). Citibank, N.A., as certificate administrator for the registered
holders of the Trust Fund, hereby directs the applicable parties to the Non-Serviced PSA as follows:


 


(i)       Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer under the Non-Serviced PSA, shall remit no later
than one (1) Business Day after the Determination Date all amounts payable in accordance with the Liberty MA Portfolio Co-Lender
Agreement and the Non-Serviced PSA due to the holder of Note A-2 and Note A-3 of the Liberty MA Portfolio Whole Loan on such days
as specified in the Non-Serviced PSA to KeyBank National Association, as master servicer of the Trust Fund, to the collection account
set forth on Schedule II attached hereto in accordance with the terms of the Non-Serviced PSA; and


 


(ii)       Midland
Loan Services, a Division of PNC Bank, National Association and Wells Fargo Bank, National Association, as applicable, shall forward,
deliver or otherwise make available, as the case may be, all reports, statements, documents, communications and other information
that are to be forwarded, delivered or otherwise made available to the holder of Note A-2 and Note A-3 of the Liberty MA Portfolio
Whole Loan in accordance with the Liberty MA Portfolio Co-Lender Agreement and the Non-Serviced PSA to KeyBank National Association,
as master servicer of the Trust Fund, no later than one (1) Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting and that the Mortgaged Property related to the Liberty MA Portfolio
Mortgage Loan is not a Significant Obligor related to the Trust Fund. This notification serves as notice of request for delivery
of all Exchange Act reporting items deliverable to us pursuant to the terms of the Non-Serviced PSA.


 


Thank you for your attention
to this matter.


 


	 	Citibank, N.A., as Certificate Administrator
for the 

Holders of the CF 2019-CF2 Mortgage Trust 

Commercial Mortgage Pass-Through Certificates, 

Series 2019-CF2
	 	 
	 	By:	 
	 	 	[Name]



 



    EE-5-2


     

    

 


	 	 	[Title]




 



    EE-5-3


     

    

 





SCHEDULE I


 


TO FORM OF NON-SERVICED
MORTGAGE LOAN NOTIFICATION


 


CCRE Commercial Mortgage
Securities, L.P.


as Depositor


110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


KeyBank National Association


as Master Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


KeyBank National Association


as a Special Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


LNR Partners, LLC


as a Special Servicer


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw


 



    EE-5-4


     

    

 


with a copy to:


hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com


 


Citibank, N.A.,


as Trustee and Certificate Administrator


388 Greenwich Street


New York, New York 10013


Attention: Global Transaction Services – CF 2019-CF2


Email: ratingagencynotice@citi.com


 


Park Bridge Lender Services LLC


as Operating Advisor and Asset Representations
Reviewer


600 Third Avenue, 40th Floor


New York, New York 10016

Attention: CF 2019-CF2 Surveillance Manager


(with a copy sent contemporaneously via email
to


cmbs.notices@parkbridgefinancial.com)


 


LNR Securities Holdings, LLC


as initial Controlling Class Representative


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with a copy to:


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Vincent P. Kallaher, Senior Vice
President


Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett


Email: hbennett@starwood.com


 


with a copy by email to:


Lnr.cmbs.notices@lnrproperty.com];


 



    EE-5-5


     

    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 



    EE-5-6


     

    

 





SCHEDULE II TO FORM OF 


 


NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


		Account:	Collection Account



 


		Account #:	359954166443



 


		Title:	KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for
the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2 Collection Account



 


		Location:	KeyBank National Association



 



    EE-5-7


     

    

 





EXHIBIT EE-6


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION


THE CENTRE


 


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

10851 Mastin Street, Suite 700

Overland Park, Kansas 66210

Attention: Executive Vice President – Division Head


Facsimile: (888) 706-3565


Email: NoticeAdmin@midlandls.com


 


with a copy to:



Stinson LLP

1201 Walnut Street, Suite 2900

Kansas City, Missouri 64106-2150

Attention: Kenda K. Tomes

Fax number: (816) 412-9338


 


Trimont Real Estate Advisors, LLC 


One Alliance Center


3500 Lenox Road NE, Suite G1


Atlanta, Georgia 30326


Attention: CMBS Special Servicing


With a copy to:


CMBSServicing@trimontrea.com and legaldepartment@trimontrea.com


 


Citibank, N.A.

388 Greenwich Street

New York, New York 10013

Attention: Citibank Agency & Trust - Benchmark 2019-B12

Fax number: (212) 816-5527


ratingagencynotice@citi.com


 


Wilmington Trust, National Association


1100 North Market Street


Wilmington, Delaware 19890


Fax number: (302) 636 4140


Email: cmbstrustee@wilmingtontrust.com


 


The trust fund formed
in connection with the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
(the “Trust Fund”) is the Noteholder of Note A-2-2 as such terms are defined under the Agreement between Noteholders,
dated as of July 29, 2019, between Citi Real Estate Funding Inc., as initial owner of


 



    EE-6-1


     

    

 


Note A-1, Note A-2-1 and Note A-2-2, and
Citi Real Estate Funding Inc., as initial owner of Note B-1 (“The Centre Co-Lender Agreement”). In connection
with the deposit of Note A-2-2 of The Centre Whole Loan into the Trust Fund, attached is an executed copy of the related pooling
and servicing agreement (the “Pooling and Servicing Agreement”). This Notice is being delivered to you pursuant
to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used but not defined herein have the respective meanings
ascribed to such terms in the Pooling and Servicing Agreement or, if not defined therein, in The Centre Co-Lender Agreement. Contact
information for the Certificate Administrator, the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the
Asset Representations Reviewer, the Directing Certificateholder and the Rating Agencies are as set forth on Schedule I attached
here.


 


The Centre Whole Loan
is being serviced pursuant to the terms of a pooling and servicing agreement dated as of August 1, 2019, between Citigroup Commercial
Mortgage Securities Inc., as depositor, Midland Loan Services, a Division of PNC Bank, National Association, as master servicer,
Midland Loan Services, a Division of PNC Bank, National Association, as a special servicer, Pacific Life Insurance Company, solely
with respect to the Woodlands Mall loan combination, as a special servicer, Trimont Real Estate Advisors, LLC, solely with respect
to The Centre loan combination, as a special servicer, Pentalpha Surveillance LLC, as operating advisor and asset representations
reviewer, Citibank, N.A., as certificate administrator, and Wilmington Trust, National Association, as trustee (the “Non-Serviced
PSA”). Citibank, N.A., as certificate administrator for the registered holders of the Trust Fund, hereby directs the
applicable parties to the Non-Serviced PSA as follows:


 


(i)       Midland
Loan Services, a Division of PNC Bank, National Association, as master servicer under the Non-Serviced PSA, shall remit no later
than one (1) Business Day after the Determination Date all amounts payable in accordance with The Centre Co-Lender Agreement and
the Non-Serviced PSA due to the Noteholder of Note A-2-2 of The Centre Whole Loan on such days as specified in the Non-Serviced
PSA to KeyBank National Association, as master servicer of the Trust Fund, to the collection account set forth on Schedule II attached
hereto in accordance with the terms of the Non-Serviced PSA; and


 


(ii)       Midland
Loan Services, a Division of PNC Bank, National Association and Citibank, N.A., as applicable, shall forward, deliver or otherwise
make available, as the case may be, all reports, statements, documents, communications and other information that are to be forwarded,
delivered or otherwise made available to the Noteholder of Note A-2-2 of The Centre Whole Loan in accordance with The Centre Co-Lender
Agreement and the Non-Serviced PSA to KeyBank National Association, as master servicer of the Trust Fund, no later than one (1)
Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting and that the Mortgaged Property related to The Centre Mortgage
Loan is not a Significant Obligor related to the Trust Fund. This notification serves as notice of request for delivery of all
Exchange Act reporting items deliverable to us pursuant to the terms of the Non-Serviced PSA.


 


Thank you for your attention
to this matter.


 



    EE-6-2


     

    

 


	 	Citibank, N.A., as Certificate Administrator
for the 

Holders of the CF 2019-CF2 Mortgage Trust 

Commercial Mortgage Pass-Through Certificates, 

Series 2019-CF2
	 	 
	 	By:	 
	 	 	[Name]
	 	 	[Title]




 



    EE-6-3


     

    

 





SCHEDULE I


 


TO FORM OF NON-SERVICED
MORTGAGE LOAN NOTIFICATION


 


CCRE Commercial Mortgage
Securities, L.P.


as Depositor


110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


KeyBank National Association


as Master Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


KeyBank National Association


as a Special Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli 


900 West 48th Place, Suite 900


Kansas City, Missouri 64112


Attention: Kraig Kohring


Email: kkohring@polsinelli.com


 


LNR Partners, LLC


as a Special Servicer


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw


 



    EE-6-4


     

    

 


with a copy to:


hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com


 


Citibank, N.A.,


as Trustee and Certificate Administrator


388 Greenwich Street


New York, New York 10013


Attention: Global Transaction Services – CF 2019-CF2


Email: ratingagencynotice@citi.com


 


Park Bridge Lender Services LLC


as Operating Advisor and Asset Representations
Reviewer


600 Third Avenue, 40th Floor


New York, New York 10016

Attention: CF 2019-CF2 Surveillance Manager


(with a copy sent contemporaneously via email
to


cmbs.notices@parkbridgefinancial.com)


 


LNR Securities Holdings, LLC


as initial Controlling Class Representative


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett and Job Warshaw


 


with a copy to:


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Vincent P. Kallaher, Senior Vice
President


Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc.


1601 Washington Avenue, Suite 800


Miami Beach, Florida 33139


Attention: Heather Bennett


Email: hbennett@starwood.com


 


with a copy by email to:


Lnr.cmbs.notices@lnrproperty.com];


 



    EE-6-5


     

    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395




 



    EE-6-6


     

    

 


SCHEDULE II TO FORM OF 


 


NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


		Account:	Collection Account



 


		Account #:	359954166443



 


		Title:	KeyBank National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for
the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through
Certificates, Series 2019-CF2 Collection Account



 


		Location:	KeyBank National Association



 



    EE-6-7


     

    

 


EXHIBIT EE-7


 


FORM OF NON-SERVICED MORTGAGE LOAN NOTIFICATION 


Marriott SpringHill Suites and Towneplace
Suites


 


Wells Fargo Bank, National Association

Commercial Mortgage Servicing

Three Wells Fargo

MAC D1050-084

401 South Tryon Street, 8th Floor

Charlotte, North Carolina 28202

Attention: BBCMS 2019-C4 Asset Manager

Email: commercial.servicing@wellsfargo.com


 


with a copy to:



K&L Gates LLP

Hearst Tower, 47th Floor

214 North Tryon Street

Charlotte, North Carolina 28202

Attention: Stacy G. Ackermann

Facsimile Number: (704) 353-3190



 


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Liat Heller 


Fax number: (305) 229-6425 


Email: liat.heller@rialtocapital.com


 


with a copy to:


 


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Jeff Krasnoff 


Fax number: (305) 229-6425 


Email: jeff.krasnoff@rialtocapital.com


 


with a copy to:


 


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172


 






    EE-7-1


     


    

 


Attention: Niral Shah 


Fax number: (305) 229-6425 


Email: niral.shah@rialtocapital.com


 


with a copy to:


 


Rialto Capital Advisors, LLC 


790 NW 107th Avenue, 4th Floor 


Miami, Florida 33172 


Attention: Adam Singer 


Fax number: (305) 229-6425 


Email: adam.singer@rialtocapital.com


 


Wilmington Trust, National Association 


as
trustee 


1100 North Market Street 


Wilmington, Delaware 19890 


Attention: CMBS Trustee BBCMS 2019-C4


 


with a copy to:


 


CMBSTrustee@wilmingtontrust.com 


Facsimile No.: (302) 636-4140


 


Wells Fargo Bank, National Association 


as Certificate Administrator


9062 Old Annapolis Road

Columbia, Maryland 21045

Attention: Corporate Trust Services – BBCMS 2019-C4 


With a copy to: trustadministrationgroup@wellsfargo.com
and 


cts.cmbs.bond.admin@wellsfargo.com


 


The trust fund formed
in connection with the issuance of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2
(the “Trust Fund”) is the Note A-2 Holder as such term is defined under the Agreement between Noteholders, dated
as of June 6, 2019, between Starwood Mortgage Capital LLC., as initial owner of the Note A-1, and Starwood Mortgage Capital LLC.,
as initial owner of the Note A-2 (the “Marriott SpringHill Suites and Towneplace Suites Co-Lender Agreement”).
In connection with the deposit of Note A-2 of the Marriott SpringHill Suites and Towneplace Suites Whole Loan into the Trust Fund,
attached is an executed copy of the related pooling and servicing agreement (the “Pooling and Servicing Agreement”).
This Notice is being delivered to you pursuant to Section 3.27(f) of the Pooling and Servicing Agreement. Capitalized terms used
but not defined herein have the respective meanings ascribed to such terms in the Pooling and Servicing Agreement or, if not defined
therein, in the Uline Arena Co-Lender Agreement. Contact information for the Certificate


 






    EE-7-2


     


    

 


Administrator,
the Trustee, the Master Servicer, the Special Servicer, the Operating Advisor, the Asset Representations Reviewer, the Directing
Certificateholder and the Rating Agencies are as set forth on Schedule I attached here.


 


The Marriott SpringHill
Suites and Towneplace Suites Whole Loan is being serviced pursuant to the terms of a pooling and servicing agreement dated as of
August 1, 2019 by and between Barclays Commercial Mortgage Securities LLC, as depositor, Wells Fargo Bank, National Association,
as master servicer, Rialto Capital Advisors, LLC, as special servicer, Wells Fargo Bank, National Association, as certificate administrator,
Wilmington Trust, National Association, as trustee, and Park Bridge Lender Services LLC, as operating advisor and as asset representations
reviewer (the “Non-Serviced PSA”). Citibank, N.A., as certificate administrator for the registered holders of
the Trust Fund, hereby directs the applicable parties to the Non-Serviced PSA as follows:


 


(i)        Wells
Fargo Bank, National Association, as master servicer under the Non-Serviced PSA, shall remit no later than one (1) Business Day
after the Determination Date all amounts payable in accordance with the Marriott SpringHill Suites and Towneplace Suites Co-Lender
Agreement and the Non-Serviced PSA due to the Note A-2 Holder of the Marriott SpringHill Suites and Towneplace Suites Whole Loan
on such days as specified in the Non-Serviced PSA to KeyBank National Association, as master servicer of the Trust Fund, to the
collection account set forth on Schedule II attached hereto in accordance with the terms of the Non-Serviced PSA; and


 


(ii)       Wells
Fargo Bank, National Association, as master servicer under the Non-Serviced PSA, and Wells Fargo Bank, National Association, as
certificate administrator under the Non-Serviced PSA, as applicable, shall forward, deliver or otherwise make available, as the
case may be, all reports, statements, documents, communications and other information that are to be forwarded, delivered or otherwise
made available to the holder of Note A-2 of the Marriott SpringHill Suites and Towneplace Suites Whole Loan in accordance with
the Marriott SpringHill Suites and Towneplace Suites Co-Lender Agreement and the Non-Serviced PSA to KeyBank National Association,
as master servicer of the Trust Fund, no later than one (1) Business Day after the Determination Date.


 


You are advised that
the Trust is subject to Regulation AB and Exchange Act reporting and that the Mortgaged Property related to the Marriott SpringHill
Suites and Towneplace Suites Mortgage Loan is not a Significant Obligor related to the Trust Fund. This notification serves as
notice of request for delivery of all Exchange Act reporting items deliverable to us pursuant to the terms of the Non-Serviced
PSA.


 


Thank you for your attention
to this matter. 





	 	 	 
	 	Citibank, N.A., as Certificate Administrator
    for the Holders of the CF 2019-CF2 Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



 






    EE-7-3


     


    

 


	 	 	 
	 	By: 	 
	 	 	[Name]
	 	 	[Title]


  




    EE-7-4


     


    

 


SCHEDULE I


 


TO FORM OF NON-SERVICED
MORTGAGE LOAN NOTIFICATION


 


CCRE Commercial Mortgage
Securities, L.P.


as Depositor


110 East 59th Street

New York, New York 10022

Attention: Legal Department

with an electronic copy by email to:

notices@ccre.com


 


KeyBank National Association


as Master Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com


 


with a copy to:


 


Polsinelli 


900 West 48th Place, Suite 900 


Kansas City, Missouri 64112 


Attention: Kraig Kohring 


Email: kkohring@polsinelli.com


 


KeyBank National Association 


as a Special Servicer


11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Alan Williams

Email: Keybank_notices@keybank.com


 


with a copy to:


 


Polsinelli 


900 West 48th Place, Suite 900 


Kansas City, Missouri 64112 


Attention: Kraig Kohring 


Email: kkohring@polsinelli.com


 


LNR Partners, LLC 


as a Special Servicer 


1601 Washington Avenue, Suite 700

Miami Beach, Florida 33139

Attention: Heather Bennett and Job Warshaw


 






    EE-7-5


     


    



with a copy to: 


hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com


 


Citibank, N.A., 


as Trustee and Certificate Administrator


388 Greenwich Street 


New York, New York 10013 


Attention: Global Transaction Services – CF 2019-CF2 


Email: ratingagencynotice@citi.com


 


Park Bridge Lender Services LLC 


as Operating Advisor and Asset Representations
Reviewer


600 Third Avenue, 40th Floor 


New York, New York 10016

Attention: CF 2019-CF2 Surveillance Manager 


(with a copy sent contemporaneously via email
to 


cmbs.notices@parkbridgefinancial.com)


 


LNR Securities Holdings, LLC 


as initial Controlling Class Representative 


1601 Washington Avenue, Suite 800 


Miami Beach, Florida 33139 


Attention: Heather Bennett and Job Warshaw


 


with a copy to: 


Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
and lnr.cmbs.notices@lnrproperty.com with a copy to:


 


Starwood Property Trust, Inc. 


1601 Washington Avenue, Suite 800 


Miami Beach, Florida 33139 


Attention: Vincent P. Kallaher, Senior Vice
President 


Email: vkallaher@starwood.com


 


with a copy to:


 


Starwood Property Trust, Inc. 


1601 Washington Avenue, Suite 800 


Miami Beach, Florida 33139 


Attention: Heather Bennett 


Email: hbennett@starwood.com


 


with a copy by email to: 


Lnr.cmbs.notices@lnrproperty.com];


 






    EE-7-6


     


    

 


Fitch Ratings, Inc.

33 Whitehall Street

New York, New York 10004

Attention: CMBS Surveillance

Email: info.cmbs@fitchratings.com


 


S&P Global Ratings

55 Water Street, 41st Floor

New York, New York 10041

Attention: Commercial Mortgage Surveillance Manager

Email: cmbs_info_17g5@standardandpoors.com


 


Kroll Bond Rating Agency, Inc.

805 Third Avenue, 29th Floor

New York, New York 10022

Attention: CMBS Surveillance

Facsimile No.: (646) 731-2395


 




    EE-7-7


     


    

 


SCHEDULE II TO FORM OF 


 


NON-SERVICED MORTGAGE LOAN NOTIFICATION


 


	 	Account:	Collection
                                         Account
	 	 	 
	 	Account
                                         #:	359954166443
	 	 	 
		Title:	KeyBank
                                         National Association, as Master Servicer, on behalf of Citibank, N.A., as Trustee, for
                                         the benefit of the Holders of CCRE Commercial Mortgage Securities, L.P., CF 2019-CF2
                                         Mortgage Trust Commercial Mortgage Pass-Through Certificates, Series 2019-CF2 Collection
                                         Account



 


		Location:	KeyBank National Association



 




    EE-7-8


     


    

 


EXHIBIT FF


 


FORM OF ADDITIONAL DISCLOSURE NOTIFICATION


 


**SEND VIA FAX TO [ 212-816-5527] AND VIA
EMAIL TO THE E-MAIL ADDRESSES IMMEDIATELY BELOW AND VIA OVERNIGHT MAIL TO THE PHYSICAL ADDRESSES IMMEDIATELY BELOW** 


 


[Date]


 


	
        Citibank, N.A.,

        as Certificate Administrator

        388
Greenwich Street 

        New York, New York 10013

Attention: Global Transaction Services – Benchmark 2019-B9

        Email: ratingagencynotice@citi.com 
	
        CCRE Commercial Mortgage Securities, L.P.

        110 East 59th Street

        New York, New York 10022

        Attention: Legal Department

        with an electronic copy by email to:

        notices@ccre.com

         



 


RE: **Additional Form [10-D][10-K][8-K]
Disclosure** Required


 


Ladies and Gentlemen:


 


In accordance with Section 10.06 of the
Pooling and Servicing Agreement, dated as of October 1, 2019, by and among CCRE Commercial Mortgage Securities, L.P., as Depositor,
KeyBank National Association, as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A.,
as Trustee, Citibank, N.A., as Certificate Administrator, Paying Agent and Custodian, Park Bridge Lender Services LLC, as Operating
Advisor, and Park Bridge Lender Services LLC, as Asset Representations Reviewer, the undersigned, as [               ], hereby notifies you that
certain events have come to our attention that [will] [may] need to be disclosed on Form [10-D][10-K][8-K].


 


Description of Additional Form [10-D][10-K][8-K]
Disclosure:


 


[With respect to the Collection Account
and REO Account balance information:


 


	Account Name	
        Beginning Balance as of  

        MM/DD/YYYY 
	
        Ending Balance as of  

        MM/DD/YYYY 

	Collection Account	 	 
	REO Account	 	 


 






    FF-1


     


    

 


List of any Attachments hereto to be
included in the Additional Form [10-D][10-K][8-K] Disclosure:


 


Any inquiries related to this notification
should be directed to [                           ],
phone number: [                         ];
email address: [                            ]. 





	 	 	 
	 	[NAME OF PARTY], 

    as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


  




    FF-2


     


    

 


EXHIBIT GG


 


Form
of Notice of ADDITIONAL 


INDEBTEDNESS
NOTIFICATION


 


Citibank, N.A.,


as Certificate Administrator


388 Greenwich Street 


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


Ref: CF 2019-CF2, Additional Debt Notice for
Form 10-D


 


The following information is being furnished
to you for inclusion on Form 10-D pursuant to Section 10.06 of the Pooling and Servicing Agreement


 


	 	Portfolio
    Name	Mortgage
    Loan	Position
    in Debt Stack	Additional
    Debt	OPB	OPB
    Date	Appraised
    Value	Appraised
    Value Date	Aggregate
    LTV	Aggregate
    NCF DSCR	Aggregate
    NCF DSCR Date	Primary
    Servicer	Master
    Servicer	Lead
    Servicer	Prospectus
    ID
	1	CF
    2019-CF2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	2	CF
    2019-CF2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	3	CF
    2019-CF2	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$	 	 	$	 	%	 	 	 	 	 	 
	 	Outside
    the Trust	 	 	$ 
	 	 	$	 	%	 	 	 	 	 	 
	 	 Total	 	 	$	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 




    GG-1


     


    

 


EXHIBIT HH


 


FORM OF ASSET REVIEW REPORT BY THE 

ASSET REPRESENTATIONS REVIEWER1


 


To: [Addresses of Recipients]


 


Re:           CF 2019-CF2 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2


 


Ladies and Gentlemen:


 


In accordance with Section
11.01 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following Asset Review
Report.


 


		1.	We have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator
and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as specifically detailed on
the scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or
(ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests
may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this report to the persons listed above,
will not be required to take or participate in any other or further action with respect to the aforementioned Asset Review Report.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the Pooling and Servicing Agreement.



 





 



 


1
This report is an indicative report, and the Asset Representations Reviewer will have
the ability to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling
and Servicing Agreement, including without limitation, provisions relating to Privileged Information. 


 






    HH-1


     


    

 





	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    as Asset Representations Reviewer
	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited
    liability company, its sole member








	 	 	 
	 	By: 	Park Bridge Financial LLC, a New York limited
    liability company, its sole member


 





	 	By: 	 
	 	 	 





	 	Name: 	 





	 	Title: 	 


  




    HH-2


     


    

 


Exhibit A


 


Detailed Scorecard

[Template Example Below]


 


	Test Failures
	Loan #	Loan Name	Mortgage Loan Seller	R&W #	R&W Name	Test Description	Findings
	[Insert
    Loan Number]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws	[Insert Test Description]	[Insert Test findings]
	31	Single-Purpose Entity	 	 




 






    HH-3


     


    

 


EXHIBIT II


 


FORM OF ASSET REVIEW REPORT SUMMARY 

BY THE ASSET REPRESENTATIONS REVIEWER2


 


To: [Addresses of Recipients]


 


Re:           CF 2019-CF2 Mortgage
Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2


 


Ladies and Gentlemen:


 


In accordance with Section
11.01 of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
the undersigned, as asset representations reviewer (the “Asset Representations Reviewer”), has performed an
Asset Review on each Delinquent Loan identified by the Certificate Administrator, and is hereby issuing the following Asset Review
Report Summary.


 


		1.	We have performed an Asset Review on each Delinquent Loan identified by the Certificate Administrator
and our conclusion is that there is [no evidence of a failed Test][evidence of [•] failed Tests as identified on the summary
scorecard attached hereto as Exhibit A] with respect to the Delinquent Loans.



 


		2.	A conclusion by the Asset Representations Reviewer of a passed Test or a failed Test shall not
constitute a determination by the Asset Representations Reviewer of (i) the existence or nonexistence of a Material Defect, or
(ii) whether the Trust should enforce any rights it may have against the applicable Mortgage Loan Seller. In addition, the Tests
may not be sufficient to determine every instance of noncompliance.



 


		3.	The Asset Representations Reviewer, other than forwarding this Asset Review Report Summary to the
parties listed above, will not be required to take or participate in any other or further action with respect to the aforementioned
Asset Review Report Summary.



 


		4.	Capitalized words and phrases used herein shall have the respective meanings assigned to them in
the Pooling and Servicing Agreement.



 





 



 


2
This report is an indicative report, and the Asset Representations Reviewer will have
the ability to modify or alter the organization and content of this report, subject to compliance with the terms of the Pooling
and Servicing Agreement, including without limitation, provisions relating to Privileged Information.


 






    II-1


     


    

 








	 	 	 
	 	PARK BRIDGE LENDER SERVICES LLC,
    as Asset Representations Reviewer
	 	 	 
	 	By: 	Park Bridge Advisors LLC, a New York limited
    liability company, its sole member








	 	 	 
	 	By: 	Park Bridge Financial LLC, a New York limited
    liability company, its sole member


 





	 	By: 	 
	 	 	 





	 	Name: 	 





	 	Title: 	 


   




    II-2


     


    

 


Exhibit A


 


Summary Scorecard

[Template Example Below]


 


	Test failures
	Loan #	Loan Name	Mortgage Loan Seller	Representations and Warranty #	Representation and Warranty Name
	[Insert Loan #]	[Insert Loan Name]	[Insert Mortgage Loan Seller]	21	Compliance with Usury Laws
	31	Single-Purpose Entity



 



    II-3


     


    

 


EXHIBIT JJ


 


ASSET REVIEW PROCEDURES


 


Subject to the Pooling
and Servicing Agreement, this Exhibit sets forth Asset Representations Reviewer’s review procedures for each Delinquent Loan
based on the information provided for an Asset Review. Capitalized terms used herein and not defined herein shall have the meanings
ascribed to them in the Pooling and Servicing Agreement. In the event of any conflict between this Exhibit JJ and the terms of
the Pooling and Servicing Agreement, the Pooling and Servicing Agreement shall control and govern the Asset Representations Reviewer’s
responsibilities and duties with respect to Asset Reviews.


 


Call for Review
and Collection and Inventory of Review Materials


 


		Step 1	Asset Representations Reviewer (“ARR”)
receives the following items before beginning its review from the parties specified in Section 11.01 of the Pooling and Servicing
Agreement:



 


		■	Notice of Asset Review Trigger (with attachments)



 


		■	Asset Review Vote Election



 


		■	Notice of Affirmative Asset Review Vote



 


		■	List of all Delinquent Loans subject to the Asset Review



 


		■	Review Materials for each Delinquent Loan via Secure Data Room access, including the Diligence
File



 


		■	Any Unsolicited Information (if applicable)



 


		Step 2	For each Delinquent Loan, ARR inventories all Review Materials
to which ARR is provided access in the Secure Data Room to determine what, if any, Review Materials for such Delinquent Loan are
missing, using the list of documents in the definition of “Mortgage File” of the Pooling and Servicing Agreement,
any comparable lists included in the related Mortgage Loan Purchase Agreement, and any closing checklist from the origination
of such Delinquent Loan, to guide its review and determination



 






    JJ-1


     


    

 


		Step 3	If ARR determines that the information made available to
it in the Secure Data Room with respect to any Delinquent Loan is missing any documents required to complete an Asset Review of
such Delinquent Loan, ARR shall prepare a list of such missing documents and notify Master Servicer (with respect to Performing
Loans) and Special Servicer (with respect to Specially Serviced Loans) of such missing documents. If the Master Servicer or Special
Servicer, as applicable, does not provide such document as provided in the Pooling and Servicing Agreement, the ARR shall request
such documents from the related Mortgage Loan Seller.



 


Analysis and
Testing of Representations and Warranties


 


		Step 4	For each Delinquent Loan for which ARR has received all Review
Materials required to complete an Asset Review of such Delinquent Loan, ARR tests such Delinquent Loan for compliance with each
representation and warranty made by the related Mortgage Loan Seller with respect to such Delinquent Loan as follows:



 


		■	ARR reviews each representation and warranty and each item included in the Review Materials applicable
or related to such representation or warranty to determine whether there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller



 


		■	For each representation and warranty, ARR lists



 


		●	all items from the Review Materials reviewed or used in its testing of such representation and
warranty



 


		●	whether ARR has determined that there is any evidence that such representation or warranty was
not true when made by the related Mortgage Loan Seller, and



 


		○	if so, stating the aspect of the applicable representation or warranty that does not appear to
have been true when made by the related Mortgage Loan Seller and ARR’s basis for its conclusion



 


		○	completing the Asset Review Report by setting forth, for each Delinquent Loan, the information
contemplated herein with respect to each representation and warranty



 


		 	ARR will not attempt (and has no obligation) to determine
the materiality of any potential breach of a representation or warranty that it discovers evidence of during its review as contemplated
herein.



 




    JJ-2


     


    

 


EXHIBIT KK


 


CERTIFICATION TO CERTIFICATE ADMINISTRATOR
REQUESTING ACCESS TO SECURE DATA ROOM


 


Citibank, N.A., 


as Certificate Administrator 


388 Greenwich Street 


New York, New York 10013

Attention: Global Transaction Services – CF 2019-CF2


 


In accordance with the
requirements for obtaining access to the Secure File System pursuant to the Pooling and Servicing Agreement, dated as of October
1, 2019 (the “Pooling and Servicing Agreement”), by and among CCRE Commercial Mortgage Securities L.P., as Depositor,
KeyBank National Association, as Master Servicer and a Special Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A.,
as Trustee, Citibank, N.A., as Certificate Administrator and Park Bridge Lender Services LLC, as Asset Representations Reviewer
and Operating Advisor, with respect to the certificates (the “Certificates”), the undersigned hereby certifies
and agrees as follows:


 


1.       The
undersigned is an authorized representative of [________________________].


 


2.       The
undersigned acknowledges and agrees that (a) access to the Secure Data Room is being granted to it solely for purposes of the undersigned
carrying out its obligations under the Pooling and Servicing Agreement (b) it will not disseminate or otherwise make information
contained on the Secure Data Room available to any other person except in accordance with the Pooling and Servicing Agreement or
otherwise with the written consent of the Depositor and (c) it will only access information relating to the Mortgage Loans to which
the Asset Review relates.


 


3.       The
undersigned agrees that each time it accesses the Secure Data Room, the undersigned is deemed to have recertified that the representations
above remains true and correct.


 






    KK-1


     


    

 


4.       [The
undersigned is not a Certificateholder, a beneficial owner or a prospective purchaser of any Certificate.]*


 


BY ITS CERTIFICATION
HEREOF, the undersigned has made the representations above and shall have caused, or shall be deemed to have caused its name to
be signed hereto by its duly authorized signatory, as of the date certified. 





	 	 	 
	 	[NAME OF PARTY], as [role]
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		Dated:	__________________ 



 


[CCRE
Commercial Mortgage Securities, L.P., 

as Depositor]‡ 





	 	 	 
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 





 



 


‡      Required
to the extent that a party other than the Asset Representations Reviewer is identified by the Depositor as needing access to the
Secure File System.



 




    KK-2


     


    

 


EXHIBIT LL


 


FORM OF NOTICE OF [ADDITIONAL DELINQUENT
LOAN][CESSATION OF DELINQUENT LOAN][CESSATION OF ASSET REVIEW TRIGGER]


 


[Date] 


	

KeyBank National Association

11501 Outlook Street, Suite 300

Overland Park, Kansas 66211

Attention: Michael Tilden

Email: Michael_A_Tilden@keybank.com	Park Bridge Lender Services LLC

600 Third Avenue, 40th Floor

New York, New York 10016

Attention: CF 2019-CF2-Surveillance 

Manager (with a copy sent 

contemporaneously via email to 

cmbs.notices@parkbridgefinancial.com)
	
         

        LNR Partners, LLC 

        1601 Washington Avenue, Suite 700

        Miami Beach, Florida 33139

        Attention: Heather Bennett and Job Warshaw

        (with a copy to: hbennett@lnrpartners.com, 

        jwarshaw@lnrpartners.com and 

        lnr.cmbs.notices@lnrproperty.com)

         
	
        KeyBank National Association 

        11501 Outlook Street, Suite 300 

        Overland Park, Kansas 66211 

        Attention: Alan Williams 

        Email: Keybank_notices@keybank.com

         



		Attention:	CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-CF2



 


In accordance with Section
11.01(a) of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Pooling and Servicing Agreement”),
by and among CCRE Commercial Mortgage Securities L.P., as Depositor, KeyBank National Association, as Master Servicer and a Special
Servicer, LNR Partners, LLC, as a Special Servicer, Citibank, N.A., as Trustee, Citibank, N.A., as Certificate Administrator, and
Park Bridge Lender Services LLC, as Asset Representations Reviewer and Operating Advisor, the Certificate Administrator hereby
notifies you that as of [RELATED DISTRIBUTION DATE]:


 


1.            _____ An additional
Mortgage Loan has become a Delinquent Loan.


 


2.            _____ A Mortgage
Loan has ceased to be a Delinquent Loan.


 


3.            _____
An Asset Review Trigger has ceased to exist.


 


(check all that apply)


 


Capitalized terms used
but not defined herein have the respective meanings given to them in the Pooling and Servicing Agreement.


 






    LL-1


     


    

 





	 	 	 
	 	Citibank,
    N.A., as Certificate Administrator for the Holders of the CF 2019-CF2 Mortgage Trust, Commercial Mortgage Pass-Through Certificates,
    Series 2019-CF2
	 	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 




    LL-2


     


    

 


EXHIBIT MM


 


Form
of Certificate Administrator Receipt in Respect of CLASS 

SWRR Certificates in Retained Interest Safekeeping Account


 


[Date]


 


[Name and Address of Retaining Party]


 


		Re:	CF 2019-CF2
                                         Mortgage Trust 

                                         Commercial Mortgage Pass-Through Certificates, Series 2019-CF2

                                         (CCRE Commercial Mortgage Securities, L.P. as Depositor) 	 



 


In accordance with Section
5.01(j) of the Pooling and Servicing Agreement, dated as of October 1, 2019 (the “Agreement”), pursuant to which
the captioned series of commercial mortgage pass-through certificates (the “Certificates”) were issued, the
undersigned, as Certificate Administrator, hereby acknowledges receipt and possession of, and further agrees that it will hereafter
hold in the Retained Interest Safekeeping Account, the Certificates identified on Schedule I attached hereto (the “Subject
Certificates”) for the benefit of [Name of Retaining Party], the registered holder of the Subject Certificates, pursuant
to the Agreement. Payments on the Subject Certificates will be made to the registered holder thereof in accordance with the Agreement,
including pursuant to any written wiring instructions provided in accordance with the Agreement.


 


This receipt is solely
for the benefit of the addressee and is non-transferable. Possession of this receipt by any other Person will not entitle such
Person to delivery of, or any rights in respect of, the Subject Certificates. The Subject Certificates are subject to the restrictions
on transfer set forth in, and may not be released from the Retained Interest Safekeeping Account except in accordance with, the
Agreement.


 


Capitalized terms used
but not defined herein shall the respective meanings set forth in the Agreement. 





	 	 	 
	 	Citibank,
    N.A., 

    not in its individual capacity 

    but solely as Certificate Administrator
	 	 	 
	 	By: 	 	 
	 	 	Name:
	 	 	Title:


  




    MM-1


     


    

 


Schedule I


 


Certificates Registered in the Name of
[Retaining Party]


 


	
        Class

        (CUSIP)

	
        Certificate

        No.

	
        Initial

        Certificate Balance


	 	 	 
	 	 	 
	 	 	 
	 	 	 


 


    MM-1


     


    
 

SCHEDULE I


 


INITIAL DIRECTING HOLDERS


 


	Mortgage Loan	Directing Holder	Contact Information
	All Mortgage Loans 

(other than The Stanwix Whole Loan)	LNR Securities Holdings, LLC	
        LNR Securities Holdings, LLC


        1601 Washington Avenue, Suite 800


        Miami Beach, Florida 33139


        Attention: Heather Bennett and Job Warshaw

         


        with a copy to:

         


        Email: hbennett@lnrpartners.com, jwarshaw@lnrpartners.com
        and lnr.cmbs.notices@lnrproperty.com

         


        with a copy to:

         


        Starwood Property Trust, Inc.


        1601 Washington Avenue, Suite 800


        Miami Beach, Florida 33139


        Attention: Vincent P. Kallaher, Senior Vice
        President


        Email: vkallaher@starwood.com

         


        with a copy to:

         


        Starwood Property Trust, Inc.


        1601 Washington Avenue, Suite 800


        Miami Beach, Florida 33139


        Attention: Heather Bennett


        Email: hbennett@starwood.com

         


        with a copy by email to:


        lnr.cmbs.notices@lnrproperty.com

        
	The Stanwix Whole Loan	Axonic RR Fund LLC	520
                                         Madison Ave., 42nd Flr.,


New
York, New York 10022


Attention: Chief Operating Officer






 


    Sch. I-1


     


    

 

SCHEDULE II


 


SERVICING CRITERIA TO BE ADDRESSED IN
ASSESSMENT OF COMPLIANCE


 


The assessment of compliance
to be delivered by the referenced party shall address, at a minimum, the criteria identified below as “Relevant Servicing
Criteria” applicable to such party (with each Servicing Function Participant deemed to be responsible for the items applicable
to the functions it is performing and for which the party that retained such Servicing Function Participant is responsible), 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 Schedule II, other than with respect to Item 1122(d)(2)(iii),
references to Servicer below shall include any Sub-Servicer engaged by a Master Servicer or Special Servicer


 


	Relevant Servicing Criteria	Applicable 

Party(ies)
	Reference	Criteria	 
	 	General Servicing Considerations	 
	1122(d)(1)(i)	Policies and procedures are instituted to monitor any performance or other triggers and events of default in accordance with the transaction agreements.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(1)(ii)	If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(1)(iii)	Any requirements in the transaction agreements to maintain a back-up servicer for the mortgage loans are maintained.	N/A
	1122(d)(1)(iv)	A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements.	Master Servicer

Special Servicer
	1122(d)(1)(v)	Aggregation of information, as applicable, is mathematically accurate and the information conveyed accurately reflects the information.	Master Servicer

Special Servicer

Certificate Administrator
	 	Cash Collection and Administration	 



 



    Sch. II-1


     


    

 


	Relevant Servicing Criteria	Applicable 

Party(ies)
	Reference	Criteria	 
	1122(d)(2)(i)	Payments on mortgage loans are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements.	
        Master Servicer

        Special Servicer

         

        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.	Cert. Admin.
	1122(d)(2)(iii)	Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements.	Trustee4

Master Servicer

Special Servicer
	1122(d)(2)(iv)	The related accounts for the transaction, such as cash reserve accounts or accounts established as a form of overcollateralization, are separately maintained (e.g., with respect to commingling of cash) as set forth in the transaction agreements.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(2)(v)	Each custodial account is maintained at a federally insured depository institution as set forth in the transaction agreements.  For purposes of this criterion, “federally insured depository institution” with respect to a foreign financial institution means a foreign financial institution that meets the requirements of Rule 13k-1(b)(1) of the Securities Exchange Act.	Cert. Admin.

Master Servicer

Special Servicer
	1122(d)(2)(vi)	Unissued checks are safeguarded so as to prevent unauthorized access.	Cert. Admin.

Master Servicer

Special Servicer



 



 




 


4 Only to
the extent that the Trustee was required to make an Advance pursuant to the Pooling and Servicing Agreement during the applicable
calendar year.


 



    Sch. II-2


     


    

 


	Relevant Servicing Criteria	Applicable 

Party(ies)
	Reference	Criteria	 
	1122(d)(2)(vii)	Reconciliations are prepared on a monthly basis for all asset-backed securities related bank accounts, including custodial accounts and related bank clearing accounts.  These reconciliations are (A) mathematically accurate; (B) prepared within 30 calendar days after the bank statement cutoff date, or such other number of days specified in the transaction agreements; (C) reviewed and approved by someone other than the person who prepared the reconciliation; and (D) contain explanations for reconciling items.  These reconciling items are resolved within 90 calendar days of their original identification, or such other number of days specified in the transaction agreements.	Cert. Admin.

Master Servicer

Special Servicer
	 	Investor Remittances and Reporting	 
	1122(d)(3)(i)	Reports to investors, including those to be filed with the Commission, are maintained in accordance with the transaction agreements and applicable Commission requirements.  Specifically, such reports (A) are prepared in accordance with timeframes and other terms set forth in the transaction agreements; (B) provide information calculated in accordance with the terms specified in the transaction agreements; (C) are filed with the Commission as required by its rules and regulations; and (D) agree with investors’ or the trustee’s records as to the total unpaid principal balance and number of mortgage loans serviced by the Master Servicer.	Cert. Admin.

Operating Advisor 

(excluding clauses (C) and (D) in the case of the Operating Advisor)
	1122(d)(3)(ii)	Amounts due to investors are allocated and remitted in accordance with timeframes, distribution priority and other terms set forth in the transaction agreements.	Cert. Admin.
	1122(d)(3)(iii)	Disbursements made to an investor are posted within two business days to the Master Servicer’s investor records or Certificate Administrator’s investor records, or such other number of days specified in the transaction agreements.	Cert. Admin.

 
	1122(d)(3)(iv)	Amounts remitted to investors per the investor reports agree with cancelled checks, or other form of payment, or custodial bank statements.	Cert. Admin.
	 	Pool Asset Administration	 
	1122(d)(4)(i)	Collateral or security on mortgage loans is maintained as required by the transaction agreements or related mortgage loan documents.	Custodian

Master Servicer

Special Servicer



 



    Sch. II-3


     


    

 


	Relevant Servicing Criteria	Applicable 

Party(ies)
	Reference	Criteria	 
	1122(d)(4)(ii)	Mortgage loan and related documents are safeguarded as required by the transaction agreements.	Custodian
	1122(d)(4)(iii)	Any additions, removals or substitutions to the asset pool are made, reviewed and approved in accordance with any conditions or requirements in the transaction agreements.	
        Master Servicer

        Special Servicer

         

        Cert. Admin.

         

	1122(d)(4)(iv)	Payments on mortgage loans, including any payoffs, made in accordance with the related mortgage loan documents are posted to the Master Servicer’s obligor records maintained no more than two business days after receipt, or such other number of days specified in the transaction agreements, and allocated to principal, interest or other items (e.g., escrow) in accordance with the related mortgage loan documents.	Master Servicer
	1122(d)(4)(v)	The Master Servicer’s records regarding the mortgage loans agree with the Master Servicer’s records with respect to an obligor’s unpaid principal balance.	Master Servicer
	1122(d)(4)(vi)	Changes with respect to the terms or status of an obligor’s mortgage loans (e.g., loan modifications or re-agings) are made, reviewed and approved by authorized personnel in accordance with the transaction agreements and related pool asset documents.	Master Servicer

Special Servicer
	1122(d)(4)(vii)	Loss mitigation or recovery actions (e.g., forbearance plans, modifications and deeds in lieu of foreclosure, foreclosures and repossessions, as applicable) are initiated, conducted and concluded in accordance with the timeframes or other requirements established by the transaction agreements.	Special Servicer

Operating Advisor
	1122(d)(4)(viii)	Records documenting collection efforts are maintained during the period a mortgage loan is delinquent in accordance with the transaction agreements.  Such records are maintained on at least a monthly basis, or such other period specified in the transaction agreements, and describe the entity’s activities in monitoring delinquent mortgage loans including, for example, phone calls, letters and payment rescheduling plans in cases where delinquency is deemed temporary (e.g., illness or unemployment).	Master Servicer

Special Servicer
	1122(d)(4)(ix)	Adjustments to interest rates or rates of return for mortgage loans with variable rates are computed based on the related mortgage loan documents.	Master Servicer



 



    Sch. II-4


     


    

 


	Relevant Servicing Criteria	Applicable 

Party(ies)
	Reference	Criteria	 
	1122(d)(4)(x)	Regarding any funds held in trust for an obligor (such as escrow accounts): (A) such funds are analyzed, in accordance with the obligor’s mortgage loan documents, on at least an annual basis, or such other period specified in the transaction agreements; (B) interest on such funds is paid, or credited, to obligors in accordance with applicable mortgage loan documents and state laws; and (C) such funds are returned to the obligor within 30 calendar days of full repayment of the related mortgage loans, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xi)	Payments made on behalf of an obligor (such as tax or insurance payments) are made on or before the related penalty or expiration dates, as indicated on the appropriate bills or notices for such payments, provided that such support has been received by the servicer at least 30 calendar days prior to these dates, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xii)	Any late payment penalties in connection with any payment to be made on behalf of an obligor are paid from the servicer’s funds and not charged to the obligor, unless the late payment was due to the obligor’s error or omission.	Master Servicer
	1122(d)(4)(xiii)	Disbursements made on behalf of an obligor are posted within two business days to the obligor’s records maintained by the servicer, or such other number of days specified in the transaction agreements.	Master Servicer
	1122(d)(4)(xiv)	Delinquencies, charge-offs and uncollectible accounts are recognized and recorded in accordance with the transaction agreements.	Master Servicer
	1122(d)(4)(xv)	Any external enhancement or other support, identified in Item 1114(a)(1) through (3) or Item 1115 of Regulation AB, is maintained as set forth in the transaction agreements.	N/A


 


At all times that the
Master Servicer and Special Servicer are the same entity, the Master Servicer and the Special Servicer may provide a combined assessment
of compliance in respect of their combined responsibilities under Section 1122 of Regulation AB.


 




    Sch. II-5


     


    
 

SCHEDULE III


 


CLASS A-SB PLANNED PRINCIPAL BALANCE
SCHEDULE


 


	Distribution
                                         Date

	Class
                                         A-SB Planned 

                                         Principal Balance ($)

	Distribution
                                         Date

	Class
                                         A-SB Planned 

                                         Principal Balance ($)


	10/17/2019	28,718,000.00	9/15/2024	28,718,000.00
	11/15/2019	28,718,000.00	10/15/2024	28,717,515.10
	12/15/2019	28,718,000.00	11/15/2024	28,259,983.61
	1/15/2020	28,718,000.00	12/15/2024	27,770,877.35
	2/15/2020	28,718,000.00	1/15/2025	27,310,012.48
	3/15/2020	28,718,000.00	2/15/2025	26,847,525.10
	4/15/2020	28,718,000.00	3/15/2025	26,293,998.56
	5/15/2020	28,718,000.00	4/15/2025	25,827,931.77
	6/15/2020	28,718,000.00	5/15/2025	25,330,536.27
	7/15/2020	28,718,000.00	6/15/2025	24,861,076.48
	8/15/2020	28,718,000.00	7/15/2025	24,360,385.80
	9/15/2020	28,718,000.00	8/15/2025	23,887,509.31
	10/15/2020	28,718,000.00	9/15/2025	23,412,967.74
	11/15/2020	28,718,000.00	10/15/2025	22,907,341.79
	12/15/2020	28,718,000.00	11/15/2025	22,429,348.03
	1/15/2021	28,718,000.00	12/15/2025	21,920,369.40
	2/15/2021	28,718,000.00	1/15/2026	21,438,899.32
	3/15/2021	28,718,000.00	2/15/2026	20,955,733.72
	4/15/2021	28,718,000.00	3/15/2026	20,383,463.88
	5/15/2021	28,718,000.00	4/15/2026	19,896,579.15
	6/15/2021	28,718,000.00	5/15/2026	19,378,965.86
	7/15/2021	28,718,000.00	6/15/2026	18,888,542.70
	8/15/2021	28,718,000.00	7/15/2026	18,367,492.98
	9/15/2021	28,718,000.00	8/15/2026	17,873,506.66
	10/15/2021	28,718,000.00	9/15/2026	17,377,780.44
	11/15/2021	28,718,000.00	10/15/2026	16,851,580.55
	12/15/2021	28,718,000.00	11/15/2026	16,352,254.12
	1/15/2022	28,718,000.00	12/15/2026	15,822,557.80
	2/15/2022	28,718,000.00	1/15/2027	15,319,606.01
	3/15/2022	28,718,000.00	2/15/2027	14,814,882.54
	4/15/2022	28,718,000.00	3/15/2027	14,223,072.06
	5/15/2022	28,718,000.00	4/15/2027	13,714,483.78
	6/15/2022	28,718,000.00	5/15/2027	13,175,792.60
	7/15/2022	28,718,000.00	6/15/2027	12,663,514.23
	8/15/2022	28,718,000.00	7/15/2027	12,121,239.33
	9/15/2022	28,718,000.00	8/15/2027	11,605,245.07
	10/15/2022	28,718,000.00	9/15/2027	11,087,432.90
	11/15/2022	28,718,000.00	10/15/2027	10,539,783.72
	12/15/2022	28,718,000.00	11/15/2027	10,018,216.99
	1/15/2023	28,718,000.00	12/15/2027	9,466,921.49
	2/15/2023	28,718,000.00	1/15/2028	8,941,573.96
	3/15/2023	28,718,000.00	2/15/2028	8,414,375.35
	4/15/2023	28,718,000.00	3/15/2028	7,829,901.54
	5/15/2023	28,718,000.00	4/15/2028	7,298,784.48
	6/15/2023	28,718,000.00	5/15/2028	6,738,213.95
	7/15/2023	28,718,000.00	6/15/2028	6,203,249.34
	8/15/2023	28,718,000.00	7/15/2028	5,638,942.17
	9/15/2023	28,718,000.00	8/15/2028	5,100,103.11
	10/15/2023	28,718,000.00	9/15/2028	4,559,365.12
	11/15/2023	28,718,000.00	10/15/2028	3,989,450.99
	12/15/2023	28,718,000.00	11/15/2028	3,444,798.19
	1/15/2024	28,718,000.00	12/15/2028	2,871,082.10
	2/15/2024	28,718,000.00	1/15/2029	2,322,487.12
	3/15/2024	28,718,000.00	2/15/2029	1,771,958.62
	4/15/2024	28,718,000.00	3/15/2029	1,138,629.14
	5/15/2024	28,718,000.00	4/15/2029	583,926.17
	6/15/2024	28,718,000.00	5/15/2029	449.61
	7/15/2024	28,718,000.00	6/15/2029	0.00
	8/15/2024	28,718,000.00	 	 


 


    Sch. III-1


     


    

 


SCHEDULE
IV


 


ADDITIONAL
FORM 10-D DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.06 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-D Item described in the “Item on Form 10-D” column to the extent such party
has actual knowledge (and in the case of financial statements required to be provided in connection with Item 6 below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying
Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume
that there is no “significant obligor” other than a party identified as such in the Prospectus. For this CF 2019-CF2
Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 




	Item
    on Form 10-D	Party
    Responsible
	Item
    1: Distribution and Pool Performance Information: Only with respect to any information required by 1121 which is NOT included
    on the Distribution Date Statement	●   
        Each Master Servicer (only with respect to 1121(a)(12) as to Performing Loans)


        ●   
        Special Servicer (only with respect to 1121(a)(12) as to Specially Serviced Loans)


        ●   
        Depositor


        ●   
        Certificate Administrator


        ●   
        Asset Representations Reviewer


        ●   
        Each Mortgage Loan Seller (only with respect to 1121(c)(2))

        
	Item
        1A: Asset-Level Information


        ●    
        Item 1111(h) of Regulation AB


        ●    
        Item 1125 of Regulation AB

        	●    Each Mortgage Loan Seller (as to its Mortgage Loans for any period prior to the reporting period applicable to the first
        Form 10-D filed with respect to the Trust)


        ●    Master Servicer

        
	Item
        1B: Asset Representations Reviewer and Investor Communication:


        ●    
        Item 1121(d) of Regulation AB


        ●    
        Item 1121(e) of Regulation AB

        	●    
        Certificate Administrator


        ●    
        Depositor


        ●    
        Asset Representations Reviewer

        



 






    Sch. IV-1 


     


    

 


	Item
    2: Legal Proceedings:

    Item 1117 of Regulation AB (to the extent material to Certificateholders)	●   
        Master Servicer (as to itself)


        ●   
        Special Servicer (as to itself)


        ●   
        Trustee (as to itself)


        ●   
        Certificate Administrator (as to itself)


        ●   
        Depositor (as to itself)


        ●   
        Operating Advisor (as to itself)


        ●   
        Asset Representations Reviewer (as to itself)


        ●   
        Any other Reporting Servicer (as to itself)


        ●   
        Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (whichever of them is in
        principal control of the proceedings)

        

        ●   
        Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)


        ●   
        Originators under Item 1110 of Regulation AB (to be provided by the Depositor)


        ●   
        Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

        
	Item
    3: Sale of Securities and Use of Proceeds	●   
    Depositor
	Item
    4: Defaults Upon Senior Securities	●   
        Certificate Administrator


        ●   
        Trustee

        
	Item
    5: Submission of Matters to a Vote of Security Holders	●   
    Certificate Administrator
	Item
    6: Significant Obligors of Pool Assets	●   
    Master Servicer
	Item
    7: Change in Sponsor Interest in the Securities:

    Item 1124 of Regulation AB	●   
    Each Mortgage Loan Seller (as to itself in its capacity as a sponsor as defined in Regulation AB)
	Item
    8: Significant Enhancement Provider Information	●   
    N/A
	Item
                                         9: Other Information,

                                                                                 

                                                                                (i)
                                         Balances of the Distribution Account, the Interest Reserve Account, the Gain-on-Sale
                                         Reserve Account, the Collection Account and each REO Account as of the related Distribution
                                         Date and the preceding Distribution Date; and
	●   
                                         Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each
                                         case to the extent that such party is the “Party Responsible” with respect
                                         to such information pursuant to Schedule VI.




 






    Sch. IV-2 


     


    

 


	

        

        (ii)
        information other than those specified in clause (i) above, but only to the extent of any information that meets all the
        following conditions: (a) such information constitutes “Additional Form 8-K Disclosure” pursuant to Schedule
        VI, (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 (including the balances of the Distribution Account, the Interest Reserve Account and the Gain-on-Sale
        Reserve Account as of the related Distribution Date and the preceding Distribution Date)

         

        ●   
        Master Servicer (with respect to the balances of each REO Account (to the extent the related information has been received
        from the Special Servicer) and the Collection Account as of the related Distribution Date and the preceding Distribution
        Date)

         

        ●   
        Special Servicer (with respect to the balance of each REO Account as of the related Distribution Date and the preceding
        Distribution Date)

         

        ●   
        Any other party responsible for disclosure items on Form 8-K (including each applicable Mortgage Loan Seller with respect
        to Item 1100(e) of Regulation AB to the extent material to Certificateholders)

         

	Item
    10: Exhibits	●   
         Depositor (exhibits required by Item 601 of Regulation S-K, such as material agreements)


        ●   
         Certificate Administrator (Monthly Statement to Certificateholders)

        



 




    Sch. IV-3 


     


    

 


SCHEDULE
V


 


ADDITIONAL
FORM 10-K DISCLOSURE


 


The
parties identified in the “Party Responsible” column (with each Servicing Function Participant deemed to be responsible
for the following items for which the party that retained such Servicing Function Participant is responsible) are obligated pursuant
to Section 10.07 of the Pooling and Servicing Agreement to disclose to the Depositor and the Certificate Administrator any information
described in the corresponding Form 10-K Item described in the “Item on Form 10-K” column to the extent such party
has actual knowledge (and in the case of financial statements required to be provided in connection with 1112(b) below, possession)
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying
Agent, the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume
that there is no “significant obligor” other than a party identified as such in the Prospectus. For this CF 2019-CF2
Mortgage Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master
Servicer and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 




	Item
    on Form 10-K	Party
    Responsible
	Item
    1B: Unresolved Staff Comments	●   
    Depositor



 






    Sch. V-1 


     


    

 


	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 Schedule VI,


         

        (b)
        such information is required to be reported as “Additional Form 8-K Disclosure” during the period to which
        the Form 10-K relates, and


         

        (c)
        such information was not previously reported as “Additional Form 8-K Disclosure” or as “Additional Form
        10-D Disclosure”

        	●   
    Certificate Administrator, Trustee, Master Servicer and/or Special Servicer, in each case to the extent that such party is
    the “Party Responsible” with respect to such information pursuant to Schedule VI
	Item
    15: Exhibits, Financial Statement Schedules	●   
        Certificate Administrator


        ●   
        Depositor

        
	Additional
    Item:

    Disclosure per Item 1112(b)(1) of Regulation AB	●   
    Master Servicer
	Additional
    Item:

    Disclosure per Items 1114(b)(2) and 1115(b) of Regulation AB	●   
    N/A



 






    Sch. V-2 


     


    

 


	Additional
    Item:

    Disclosure per Item 1117 of Regulation AB (to the extent material to Certificateholders)	●   
        Master Servicer (as to itself)


        ●   
        Special Servicer (as to itself)


        ●   
        Certificate Administrator (as to itself)


        ●   
        Trustee (as to itself)


        ●   
        Depositor (as to itself)


        ●   
        Operating Advisor (as to itself)


        ●   
        Asset Representations Reviewer (as to itself)


        ●   
        Any other Reporting Servicer (as to itself)


        ●   
Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust

        ●   
        Each Mortgage Loan Seller as sponsor (as defined in Regulation AB)


        ●   
        Originators under Item 1110 of Regulation AB (to be provided by the Depositor)


        ●   
        Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

        



 






    Sch. V-3 


     


    

 


	Additional
    Item:

    Disclosure per Item 1119 of Regulation AB	●     Master Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a)
        with the Trustee, Certificate Administrator, Special Servicer or a sub-servicer meeting any of the descriptions in Item
        1108(a)(3))


        ●     Special Servicer (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a)
        with the Trustee, Certificate Administrator, Master Servicer or a sub-servicer meeting any of the descriptions in Item
        1108(a)(3))


        ●     Certificate Administrator (as to itself) (to the extent material to Certificateholders)


        ●     Trustee (as to itself) (to the extent material to Certificateholders and only as to affiliations under 1119(a) with the
        Master Servicer, Certificate Administrator, Special Servicer or a sub-servicer retained by it meeting any of the descriptions
        in Item 1108(a)(3))


        ●     Depositor (as to itself)


        ●     Depositor (as to the Trust)


        ●     Each Mortgage Loan Seller


        ●     Operating Advisor (as to itself)


        ●     Asset Representations Reviewer (as to itself)


        ●     Originators under Item 1110 of Regulation AB (to be provided by the Depositor)


        ●     Party under Item 1100(d)(1) of Regulation AB (to be provided by the Depositor)

        




 






    Sch. V-4 


     


    

 


SCHEDULE VI


 


FORM 8-K DISCLOSURE INFORMATION


 


The parties identified in the “Party
Responsible” column (with each Servicing Function Participant deemed to be responsible for the following items for which
the party that retained such Servicing Function Participant is responsible) are obligated pursuant to Section 10.09 of the Pooling
and Servicing Agreement to report to the Depositor and the Certificate Administrator the occurrence of any event described in the
corresponding Form 8-K Item described in the “Item on Form 8-K” column to the extent such party has actual knowledge
of such information (other than information as to itself). Each of the Certificate Administrator, the Paying Agent, the Trustee,
the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to rely on the accuracy of the Prospectus
(other than information with respect to itself that is set forth in or omitted from the Prospectus), in the absence of specific
written notice to the contrary from the Depositor or Mortgage Loan Sellers. Each of the Certificate Administrator, the Paying Agent,
the Trustee, the Master Servicer and the Special Servicer (in its capacity as such) shall be entitled to conclusively assume that
there is no “significant obligor” other than a party identified as such in the Prospectus. For this CF 2019-CF2 Mortgage
Trust Pooling and Servicing Agreement, each of the Certificate Administrator, the Paying Agent, the Trustee, the Master Servicer
and the Special Servicer (in its capacity as such) shall be entitled to assume that there is no provider of credit enhancement,
liquidity or derivative instruments within the meaning of Items 1114 or 1115 of Regulation AB other than a party identified as
such in the Prospectus.


 


	Item on Form 8-K	Party Responsible 
	Item 1.01- Entry into a Material Definitive Agreement



Disclosure is required regarding entry into or amendment of any definitive agreement that is material to the securitization, even if depositor is not a party.  



Examples: servicing agreement, custodial agreement.



Note: disclosure not required as to definitive agreements that are fully disclosed in the prospectus	●
        Trustee/Certificate Administrator/Master Servicer/Depositor/Special Servicer as to the Trust (only as to the agreements such entity is a party to or entered into on behalf of the Trust)
	Item 1.02- Termination of a Material Definitive Agreement

                                                                                 
 Disclosure is required regarding termination of  any definitive agreement that is material to the securitization (other than expiration in accordance with its terms), even if depositor is not a party.  
	●
        Trustee/Certificate
    Administrator/Master Servicer/Depositor/Special Servicer as to the Trust  (only as to the agreements such entity
    is     a party to or entered into on behalf of the Trust)



 






    Sch. VI-1


     


    

 


	Item on Form 8-K	Party Responsible 
	 

                                                                                Examples: servicing agreement, custodial agreement.
	 
	Item 1.03- Bankruptcy or Receivership	
        ●    
                        Depositor

        

        ●    
                         Each Mortgage Loan Seller as to itself

         

	Item 2.04- Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement



Includes an early amortization, performance trigger or other event, including event of default, that would materially alter the payment priority/distribution of cash flows/amortization schedule.



Disclosure will be made of events other than waterfall triggers which are disclosed in the monthly statements to the certificateholders.	
        ●    
                
        Depositor

        

        ●    
                         Certificate Administrator

         

	Item 3.03- Material Modification to Rights of Security Holders



Disclosure is required of any material modification to documents defining the rights of Certificateholders, including the Pooling and Servicing Agreement.	●    
                 Certificate Administrator
	Item 5.03- Amendments of Articles of Incorporation or Bylaws; Change of Fiscal Year



Disclosure is required of any amendment “to the governing documents of the issuing entity”.	●    
                 Depositor
	Item 5.06 – Change in Shell Company Status	●    
                  Depositor
	Item 5.07 – Submission of Matters to a Vote of Security Holders	●    
                 Depositor
	Item 5.08 – Shareholder Director Nomination	●    
                 Depositor
	Item 6.01- ABS Informational and Computational Material	●    
                 Depositor
	Item 6.02- Change of Servicer or Trustee 



Requires disclosure of any removal, replacement, substitution or addition of any master servicer, affiliated servicer, other servicer servicing 10% or more of pool assets at time of report, other material servicers or trustee.	
        ●    
                         Master Servicer (as to itself or a servicer retained by it)

        

        ●    
                
        Special Servicer (as to itself or a servicer retained by it)

        

        ●    
                                  Certificate Administrator (as to itself or an entity retained by it)

        

        ●    
                         Trustee (as to itself or an entity retained by it)

        


        




 






    Sch. VI-2


     


    

 


	Item on Form 8-K	Party Responsible 
	 	        ●    
                         Depositor

	Reg AB disclosure about any new servicer or master servicer is also required.	●    
                  Master Servicer or Special Servicer, as applicable
	Reg AB disclosure about any new Trustee is also required.	●    
                 Trustee
	Reg AB disclosure about any new Certificate Administrator is also required.	●    
                 Certificate Administrator
	Item 6.03- Change in Credit Enhancement or Other External Support	N/A
	Item 6.04- Failure to Make a Required Distribution	●    
                 Certificate Administrator
	Item 6.05- Securities Act Updating Disclosure



If any material pool characteristic differs by 5% or more at the time of issuance of the securities from the description in the final prospectus, provide updated Reg AB disclosure about the actual asset pool.



If there are any new servicers or originators required to be disclosed under Regulation AB as a result of the foregoing, provide the information called for in Items 1108 and 1110 respectively.	●    
                 Depositor
	Item 7.01- Regulation FD Disclosure	●    
                 Depositor
	Item 8.01 – Other Events



Any event, with respect to which information is not otherwise called for in Form 8-K, that the registrant deems of importance to certificateholders.	●    
                 Depositor
	Item 9.01 – Financial Statements and Exhibits	
                                                                                ●      Responsible party for reporting/disclosing the financial statement or exhibit




 



    Sch. VI-3


     


    

 


SCHEDULE VII


 


INITIAL SERVICED COMPANION
LOAN NOTEHOLDERS


 


	Serviced Companion Loan	Initial Noteholders	Address
	GNL Office and Industrial Portfolio	KeyBank National Association (Note A-2, Note A-3, Note A-4, Note A-5, Note A-6 and Note A-8 Holder)	
        KeyBank National Association

        

        11501 Outlook Street, Suite 300

        

        Overland Park, Kansas 66211

        

        Attention: Loan Servicing

         


        with a copy to:

         


        Daniel Flanigan, Esq.

        

        Polsinelli

        

        900 West 48th Place, Suite 900

        

        Kansas City, Missouri 64112

        

	 	 	 
	Ocean Edge Resort & Golf Club	KeyBank National Association (Note A-2 Holder)	
        KeyBank National Association

        

        11501 Outlook Street, Suite 300

        

        Overland Park, Kansas 66211

        

        Attention: Loan Servicing

         


        with a copy to:

         


        Daniel Flanigan, Esq.

        

        Polsinelli

        

        900 West 48th Place, Suite 900

        

        Kansas City, Missouri 64112

        

	 	 	 
	Inland Life Storage Portfolio	KeyBank National Association (Note A-1-B and Note A-1-C Holder)	
        KeyBank National Association

        

        11501 Outlook Street, Suite 300


        Overland Park, Kansas 66211


        Attention: Loan Servicing

         


        with a copy to:

         


        Polsinelli


        900 West 48th Place, Suite 900


        Kansas City, Missouri 64112


        Attention: Casandra Carpenter

         


        with a copy to:

         


        Katten Muchin Rosenman LLP


        550 South Tryon Street, Suite 2900


        Charlotte, North Carolina 28202


        Attention: Daniel S. Huffenus, Esq.

        
	 	 	 
	 	BBCMS 2019-C4 (Note A-2-A Holder)	
        Wilmington Trust, National Association

        1100 North Market Street
        

Wilmington, Delaware 19890

        




 






    Sch. VII-1


     


    

 


	 	 	Attention: CMBS Trustee BBCMS 2019-C4

         

        with a copy to:

         


        CMBSTrustee@wilmingtontrust.com

        Facsimile No.: (302) 636-4140

	 	 	 
	 	WFCM 2019-C52 (Note A-2-B Holder)	
        Wilmington Trust, National Association


        1100 North Market Street


        Wilmington, Delaware 19890


        Attention: CMBS Trustee WFCM 2019-C52


         

        with a copy to:

         


        CMBSTrustee@wilmingtontrust.com


        Facsimile No.: (302) 636-4140

        
	 	 	 
	Bushwick Avenue Portfolio	Starwood Mortgage Funding II LLC (Note A-2, Note A-3, Note A-4 and Note A-5 Holder)	
        Starwood Mortgage Funding II LLC


        1601 Washington Avenue, Suite 800


        Miami Beach, Florida 33139


        Attention: Ms. Leslie K. Fairbanks


        Facsimile No. (305) 695-5539


         

        with a copy to:

         


        Wells Fargo Commercial Mortgage Services,
        Inc.


        Duke Energy Center


        550 South Tryon St., 12th Floor


        MAC D1086-120


        Charlotte, North Carolina 28202


        Attention: Asset Manager – Starwood
        Mortgage Capital


        Facsimile No.: (704) 715-0036

        
	 	 	 
	Hilton Portfolio	Starwood Mortgage Funding II LLC (Note A-2 and Note A-3 Holder)	
        Starwood Mortgage Funding II LLC


        1601 Washington Avenue, Suite 800


        Miami Beach, Florida 33139


        Attention: Ms. Leslie K. Fairbanks


        Facsimile No. (305) 695-5539


         

        with a copy to:

         


        Wells Fargo Commercial Mortgage Services,
        Inc.


        Duke Energy Center


        550 South Tryon St., 12th Floor


        MAC D1086-120


        Charlotte, North Carolina 28202


        Attention: Asset Manager – Starwood
        Mortgage Capital


        Facsimile No.: (704) 715-0036

        

        





 






    Sch. VII-2


     


    

 


 


SCHEDULE VIII


 


CONTACT INFORMATION
FOR THE OTHER 17G-5 INFORMATION PROVIDER


 


	Serviced Companion Loan	Transaction	Name and Contact Information of Other 17g-5 Information Provider
	 	 	 
	GNL Office and Industrial Portfolio	N/A	[______________]
	 	 	 
	Ocean Edge Resort & Golf Club	N/A	[______________]
	 	 	 
	Inland Life Storage Portfolio	BBCMS 2019-C4	
        Wells Fargo
        Bank, National Association

        

        9062 Old Annapolis
        Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services – BBCMS 2019-C4

         

        with a copy
        to:

         

        cts.cmbs.bond.admin@wellsfargo.com

        

        trustadministrationgroup@wellsfargo.com

        

	 	 	 
	

                                                                                 

                                                                                 

                                                                                 

                                                                                

                                                                                Inland Life Storage Portfolio
	

                                                                                 

                                                                                 

                                                                                 

                                                                                WFCM 2019-C52
	
        Wells Fargo
        Bank, National Association

        

        9062 Old Annapolis
        Road

        

        Columbia,
        Maryland 21045

        

        Attention:
        Corporate Trust Services – 

WFCM 2019-C52

         

        with a copy
        to:

         

        cts.cmbs.bond.admin@wellsfargo.com

        

        trustadministrationgroup@wellsfargo.com

        

	 	 	 
	Bushwick Avenue Portfolio	N/A	[______________]
	 	 	 
	Hilton Portfolio	N/A	[______________]



 





 



 






    Sch. VIII-1